(X)
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Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 2018.
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OR
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( )
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to .
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Commission
File Number
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Exact name of registrant as specified in its charter;
State of Incorporation;
Address and Telephone Number
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IRS Employer
Identification No.
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1-14756
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Ameren Corporation
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43-1723446
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(Missouri Corporation)
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1901 Chouteau Avenue
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St. Louis, Missouri 63103
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(314) 621-3222
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1-2967
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Union Electric Company
|
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43-0559760
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(Missouri Corporation)
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1901 Chouteau Avenue
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St. Louis, Missouri 63103
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(314) 621-3222
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1-3672
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Ameren Illinois Company
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37-0211380
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(Illinois Corporation)
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10 Executive Drive
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Collinsville, Illinois 62234
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(618) 343-8150
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Registrant
|
Title of each class
|
||
Ameren Corporation
|
Common Stock, $0.01 par value per share
|
Registrant
|
Title of each class
|
||
Union Electric Company
|
Preferred Stock, cumulative, no par value, stated value $100 per share
|
||
Ameren Illinois Company
|
Preferred Stock, cumulative, $100 par value per share
Depositary Shares, each representing one-fourth of a share of 6.625% Preferred Stock, cumulative, $100 par value per share
|
Ameren Corporation
|
Yes
|
ý
|
No
|
¨
|
Union Electric Company
|
Yes
|
¨
|
No
|
ý
|
Ameren Illinois Company
|
Yes
|
¨
|
No
|
ý
|
Ameren Corporation
|
Yes
|
¨
|
No
|
ý
|
Union Electric Company
|
Yes
|
¨
|
No
|
ý
|
Ameren Illinois Company
|
Yes
|
¨
|
No
|
ý
|
Ameren Corporation
|
Yes
|
ý
|
No
|
¨
|
Union Electric Company
|
Yes
|
ý
|
No
|
¨
|
Ameren Illinois Company
|
Yes
|
ý
|
No
|
¨
|
Ameren Corporation
|
Yes
|
ý
|
No
|
¨
|
Union Electric Company
|
Yes
|
ý
|
No
|
¨
|
Ameren Illinois Company
|
Yes
|
ý
|
No
|
¨
|
Ameren Corporation
|
|
ý
|
Union Electric Company
|
|
ý
|
Ameren Illinois Company
|
|
ý
|
|
|
Large
Accelerated
Filer
|
|
Accelerated
Filer
|
|
Non-accelerated
Filer
|
|
Smaller
Reporting
Company
|
|
Emerging Growth Company
|
Ameren Corporation
|
|
ý
|
|
¨
|
|
¨
|
|
¨
|
|
¨
|
Union Electric Company
|
|
¨
|
|
¨
|
|
ý
|
|
¨
|
|
¨
|
Ameren Illinois Company
|
|
¨
|
|
¨
|
|
ý
|
|
¨
|
|
¨
|
Ameren Corporation
|
|
¨
|
Union Electric Company
|
|
¨
|
Ameren Illinois Company
|
|
¨
|
Ameren Corporation
|
Yes
|
¨
|
No
|
ý
|
Union Electric Company
|
Yes
|
¨
|
No
|
ý
|
Ameren Illinois Company
|
Yes
|
¨
|
No
|
ý
|
Ameren Corporation
|
Common stock, $0.01 par value per share: 244,638,879
|
|
|
Union Electric Company
|
Common stock, $5 par value per share, held by Ameren
Corporation (parent company of the registrant): 102,123,834
|
|
|
Ameren Illinois Company
|
Common stock, no par value, held by Ameren
Corporation (parent company of the registrant): 25,452,373
|
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Page
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PART I
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|
|
Item 1.
|
||
|
||
|
||
|
||
|
||
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||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
PART II
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Item 7A.
|
||
Item 8.
|
||
|
||
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||
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||
|
||
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||
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||
|
||
|
||
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||
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||
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||
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||
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||
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||
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
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PART III
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
PART IV
|
|
|
Item 15.
|
||
Item 16.
|
||
|
•
|
regulatory, judicial, or legislative actions, and any changes in regulatory policies and ratemaking determinations, such as those that may result from a potential change in the allowed base return on common equity under the MISO tariff from either the complaint case filed in February 2015 with the FERC or a new methodology proposed by the FERC in November 2018, Ameren Missouri’s requested certificate of convenience and necessity for a wind generation facility filed with the MoPSC in October 2018, Ameren Missouri’s natural gas regulatory rate review filed with the MoPSC in December 2018, an appeal filed by the MoOPC in January 2019 in Ameren Missouri’s RESRAM case, and future regulatory, judicial, or legislative actions that change regulatory recovery mechanisms;
|
•
|
the effect of Ameren Illinois’ participation in performance-based formula ratemaking frameworks under the IEIMA and the FEJA, including the direct relationship between Ameren Illinois' return on common equity and the 30-year United States Treasury bond yields, and the related financial commitments;
|
•
|
the effect of Missouri Senate Bill 564 on Ameren Missouri, including as a result of Ameren Missouri’s election to use PISA and the resulting customer rate caps;
|
•
|
the effects of changes in federal, state, or local laws and other governmental actions, including monetary, fiscal, and energy policies;
|
•
|
the effects of changes in federal, state, or local tax laws, regulations, interpretations, or rates, amendments or technical corrections to the TCJA, and 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, 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 FEJA electric customer energy-efficiency goals and the resulting impact on its allowed return on program investments;
|
•
|
our ability to align overall spending, both operating and capital, with frameworks established by our regulators and to recover these costs in a timely manner in our attempt to earn our allowed returns on equity;
|
•
|
the cost and availability of fuel, such as ultra-low-sulfur coal, natural gas, and enriched uranium, used to produce electricity; the cost and availability of purchased power, zero emission credits, renewable energy credits, and natural gas for distribution; and the level and volatility of future market prices for such commodities and credits, including our ability to recover the costs for such commodities and credits and our customers’ tolerance for any related price increases;
|
•
|
disruptions in the delivery of fuel, failure of our fuel suppliers to provide adequate quantities or quality of fuel, or lack of adequate inventories of fuel, including nuclear fuel assemblies from the one NRC-licensed supplier of Ameren Missouri's Callaway energy center’s assemblies;
|
•
|
the cost and availability of transmission capacity for the energy generated by Ameren Missouri's energy centers or required to satisfy Ameren Missouri’s energy sales;
|
•
|
the effectiveness of our risk management strategies and our use of financial and derivative instruments;
|
•
|
the ability to obtain sufficient insurance, including insurance for Ameren Missouri’s Callaway energy center, or, in the absence of insurance, the ability to recover uninsured losses from our customers;
|
•
|
the impact of cyberattacks on us or our suppliers, which could, among other things, result in the loss of operational control of energy centers and electric and natural gas transmission and distribution systems and/or the loss of data, such as customer, employee, financial, and operating system information;
|
•
|
business and economic conditions, including their impact on interest rates, collection of our receivable balances, and demand for our products;
|
•
|
disruptions of the capital markets, deterioration in credit metrics of the Ameren Companies, including as a result of the implementation of the TCJA, or other events that may have an adverse effect on the cost or availability of capital, including short-term credit and liquidity;
|
•
|
the actions of credit rating agencies and the effects of such actions;
|
•
|
the inability of our counterparties to meet their obligations with respect to contracts, credit agreements, and financial instruments;
|
•
|
the impact of weather conditions and other natural phenomena on us and our customers, including the impact of system outages;
|
•
|
the construction, installation, performance, and cost recovery of generation, transmission, and distribution assets;
|
•
|
the effects of breakdowns or failures of equipment in the operation of natural gas transmission and distribution systems and storage facilities, such as leaks, explosions, and mechanical problems, and compliance with natural gas safety regulations;
|
•
|
the effects of breakdowns or failures of electric generation, transmission, or distribution equipment or facilities, which could result in unanticipated liabilities or unplanned outages;
|
•
|
the operation of Ameren Missouri’s Callaway energy center, including planned and unplanned outages, and decommissioning costs;
|
•
|
the impact of current environmental laws and new, more stringent, or changing requirements, including those related to CO
2
and the proposed repeal and replacement of the Clean Power Plan and potential adoption and implementation of the Affordable Clean Energy Rule, other emissions and discharges, cooling water intake structures, CCR, and energy efficiency, that could limit or terminate the operation of certain of Ameren Missouri’s energy centers, increase our operating costs or investment requirements, result in an impairment of our assets, cause us to sell our assets, reduce our customers’ demand for electricity or natural gas, or otherwise have a negative financial effect;
|
•
|
the impact of complying with renewable energy requirements in Missouri and Illinois and with the zero emission standard in Illinois;
|
•
|
Ameren Missouri’s ability to acquire wind and other renewable generation facilities and recover its cost of investment and related return in a timely manner, which is affected by the ability to obtain all necessary project approvals; the availability of federal production and investment tax credits related to renewable energy and Ameren Missouri’s ability to use such credits; the cost of wind and solar generation technologies; and Ameren Missouri’s ability to obtain timely interconnection agreements with MISO or other RTOs, including the costs of such interconnections;
|
•
|
labor disputes, work force reductions, changes in future wage and employee benefits costs, including those resulting from changes in discount rates, mortality tables, returns on benefit plan assets, and other assumptions;
|
•
|
the impact of negative opinions of us or our utility services that our customers, legislators, or regulators may have or develop, which could result from a variety of factors, including failures in system reliability, failure to implement our investment plans or to protect sensitive customer information, increases in rates, or negative media coverage;
|
•
|
the impact of adopting new accounting guidance;
|
•
|
the effects of strategic initiatives, including mergers, acquisitions, and divestitures;
|
•
|
legal and administrative proceedings; and
|
•
|
acts of sabotage, war, terrorism, or other intentionally disruptive acts.
|
ITEM 1.
|
BUSINESS
|
•
|
Ameren Missouri operates a rate-regulated electric generation, transmission, and distribution business and a rate-regulated natural gas distribution business in Missouri.
|
•
|
Ameren Illinois operates rate-regulated electric transmission, electric distribution, and natural gas distribution businesses in Illinois.
|
•
|
ATXI
operates a FERC rate-regulated electric transmission business.
ATXI is constructing MISO-approved electric transmission projects, including the Illinois Rivers and Mark Twain projects, and operates the Spoon River project, which was placed in service in February 2018. Ameren also evaluates competitive electric transmission investment opportunities as they arise.
|
Ameren Missouri
|
3,798
|
|
Ameren Illinois
|
3,458
|
|
Ameren Services
|
1,582
|
|
Ameren
|
8,838
|
|
(a)
|
The Ameren Transmission segment also includes allocated Ameren (parent) interest charges, Ameren Transmission Company, LLC, ATX East, LLC, and ATX Southwest, LLC.
|
|
Rate Regulator
|
Allowed
Return on Equity |
Percent of
Common Equity
|
Rate Base
(in billions)
|
Portion of Ameren’s 2018 Operating Revenues
(a)
|
Ameren Missouri
|
|
|
|
|
|
Electric service
(b)
|
MoPSC
|
9.2%
–
9.7%
(c)
|
(c)
|
(c)
|
54%
|
Natural gas delivery service
|
MoPSC
|
(d)
|
(d)
|
(d)
|
2%
|
Ameren Illinois
|
|
|
|
|
|
Electric distribution delivery service
(e)
|
ICC
|
8.69%
|
50.0%
|
$3.0
|
25%
|
Natural gas delivery service
(f)
|
ICC
|
9.87%
|
50.0%
|
$1.6
|
13%
|
Electric transmission service
(g)
|
FERC
|
10.82%
|
52.0%
|
$1.9
|
3%
|
ATXI
|
|
|
|
|
|
Electric transmission service
(g)
|
FERC
|
10.82%
|
56.1%
|
$1.3
|
3%
|
(a)
|
Includes pass-through costs recovered from customers, such as purchased power for electric distribution delivery service and natural gas purchased for resale for natural gas delivery service, and intercompany eliminations.
|
(b)
|
Ameren Missouri’s electric generation, transmission, and delivery service rates are bundled together and charged to retail customers under a combined electric service rate.
|
(c)
|
Based on the MoPSC’s March 2017 rate order. This rate order specified that an implicit return on equity was within a range of 9.2% to 9.7%. The rate order did not specify a percent of common equity or rate base. The return on equity used for allowance for equity funds used during construction is 9.53%.
|
(d)
|
Based on the MoPSC’s January 2011 rate order. This rate order did not specify the allowed return on equity, the percent of common equity, or rate base.
|
(e)
|
Based on the ICC’s November 2018 rate order. Ameren Illinois electric distribution delivery service rates are updated annually and become effective each January. The November 2018 rate order was based on 2017 recoverable costs, expected net plant additions for 2018, and the annual average of the monthly yields during 2017 of the 30-year United States Treasury bonds plus 580 basis points. Ameren Illinois’ 2019 electric distribution delivery service revenues will be based on its 2019 actual recoverable costs, rate base, common equity percentage, and return on common equity, as calculated under the IEIMA’s performance-based formula ratemaking framework.
|
(f)
|
Based on the ICC’s November 2018 rate order. The rate order was based on a 2019 future test year.
|
(g)
|
Transmission rates are updated annually and become effective each January. They are determined by a company-specific, forward-looking formula ratemaking based on each year’s forecasted information. The 10.82% return, which includes a 50 basis points incentive adder for participation in an RTO, could be lowered as a result of a FERC complaint proceeding filed in February 2015 that challenged the allowed return on common equity for MISO transmission owners and will require customer refunds if the FERC approves a return on equity lower than that previously collected through rates. The return on equity applicable to investments in ATXI’s Mark Twain project includes an additional 50 basis points incentive adder related to the unique nature of risks involved in completing the project.
|
•
|
political, regulatory, and customer resistance to higher rates;
|
•
|
the potential for changes in laws, regulations, enforcement efforts, and policies at the state and federal levels;
|
•
|
corporate tax law changes, as well as additional interpretations, regulations, amendments, or technical corrections that affect the amount and timing of income tax payments, reduce or limit the ability to claim certain deductions and use carryforward tax benefits, or result in rate base reductions;
|
•
|
cybersecurity risks, including the loss of operational control of energy centers and electric and natural gas transmission and distribution systems and/or the theft or inappropriate release of certain types of information, including sensitive customer, employee, financial, and operating system information;
|
•
|
the potential for more intense competition in generation, supply, and distribution, including new technologies and their declining costs;
|
•
|
the impact and effectiveness of vegetation management programs;
|
•
|
net metering rules and other changes in existing regulatory frameworks and recovery mechanisms to address the allocation of costs to customers who own generation resources that enable them both to sell power to us and to purchase power from us through the use of our transmission and distribution assets;
|
•
|
legislation or programs to encourage or mandate energy efficiency and renewable sources of power and the lack of consensus as to who should pay for those programs;
|
•
|
pressure on customer growth and usage in light of economic conditions, distributed generation, technological advances, and energy-efficiency initiatives;
|
•
|
changes in the structure of the industry as a result of changes in federal and state laws, including the formation and growth of independent transmission entities;
|
•
|
changes in the allowed return on common equity on FERC-regulated electric transmission assets;
|
•
|
the availability of fuel and fluctuations in fuel prices;
|
•
|
the availability of a skilled work force, including retaining the specialized skills of those who are nearing retirement;
|
•
|
regulatory lag;
|
•
|
the influence of macroeconomic factors on yields of United States Treasury securities and on allowed rates of return on equity provided by regulators;
|
•
|
higher levels of infrastructure and technology investments and adjustments to customer rates associated with the TCJA that are expected to result in negative or decreased free cash flow, which is defined as cash flows from operating activities less cash flows from investing activities and dividends paid;
|
•
|
public concerns about the siting of new facilities;
|
•
|
complex new and proposed environmental laws including statutes, regulations, and requirements, such as air and water quality standards, mercury emissions standards, CCR management requirements, and potential CO
2
limitations, which may reduce the frequency at which electric generating units are dispatched based upon their CO
2
emissions;
|
•
|
public concerns about the potential environmental impacts from the combustion of fossil fuels and some investors’ concerns about investing in energy companies that have fossil fuel-fired generation assets;
|
•
|
aging infrastructure and the need to construct new power generation, transmission, and distribution facilities, which have long time frames for completion, with limited long-term ability to predict power and commodity prices and regulatory requirements;
|
•
|
public concerns about nuclear generation, decommissioning, and the disposal of nuclear waste; and
|
•
|
consolidation of electric and natural gas utility companies.
|
Electric Operating Statistics –
Year Ended December 31,
|
2018
|
|
2017
|
|
2016
|
|
||||||
Electric Sales – kilowatthours (in millions):
|
|
|
|
|
|
|
||||||
Ameren Missouri:
|
|
|
|
|
|
|
||||||
Residential
|
14,320
|
|
|
12,653
|
|
|
13,245
|
|
|
|||
Commercial
|
14,791
|
|
|
14,384
|
|
|
14,712
|
|
|
|||
Industrial
|
4,499
|
|
|
4,469
|
|
|
4,790
|
|
|
|||
Street lighting and public authority
|
108
|
|
|
117
|
|
|
125
|
|
|
|||
Ameren Missouri retail load subtotal
|
33,718
|
|
|
31,623
|
|
|
32,872
|
|
|
|||
Off-system
|
10,036
|
|
|
10,640
|
|
|
7,125
|
|
|
|||
Ameren Missouri total
|
43,754
|
|
|
42,263
|
|
|
39,997
|
|
|
|||
Ameren Illinois Electric Distribution
(a)
:
|
|
|
|
|
|
|
||||||
Residential
|
12,099
|
|
|
10,985
|
|
|
11,512
|
|
|
|||
Commercial
|
12,717
|
|
|
12,382
|
|
|
12,583
|
|
|
|||
Industrial
|
11,673
|
|
|
11,436
|
|
|
11,738
|
|
|
|||
Street lighting and public authority
|
513
|
|
|
515
|
|
|
521
|
|
|
|||
Ameren Illinois Electric Distribution total
|
37,002
|
|
|
35,318
|
|
|
36,354
|
|
|
|||
Eliminate affiliate sales
|
(288
|
)
|
|
(440
|
)
|
|
(520
|
)
|
|
|||
Ameren total
|
80,468
|
|
|
77,141
|
|
|
75,831
|
|
|
|||
Electric Operating Revenues (in millions):
|
|
|
|
|
|
|
||||||
Ameren Missouri:
|
|
|
|
|
|
|
||||||
Residential
|
$
|
1,560
|
|
|
$
|
1,417
|
|
|
$
|
1,422
|
|
|
Commercial
|
1,271
|
|
|
1,208
|
|
|
1,224
|
|
|
|||
Industrial
|
312
|
|
|
305
|
|
|
315
|
|
|
|||
Other, including street lighting and public authority
|
30
|
|
(b)
|
111
|
|
|
102
|
|
|
|||
Ameren Missouri retail load subtotal
|
$
|
3,173
|
|
|
$
|
3,041
|
|
|
$
|
3,063
|
|
|
Off-system
|
278
|
|
|
370
|
|
|
333
|
|
|
|||
Ameren Missouri total
|
$
|
3,451
|
|
|
$
|
3,411
|
|
|
$
|
3,396
|
|
|
Ameren Illinois Electric Distribution:
|
|
|
|
|
|
|
||||||
Residential
|
$
|
867
|
|
|
$
|
870
|
|
|
$
|
895
|
|
|
Commercial
|
511
|
|
|
527
|
|
|
517
|
|
|
|||
Industrial
|
130
|
|
|
113
|
|
|
96
|
|
|
|||
Other, including street lighting and public authority
|
39
|
|
|
58
|
|
|
40
|
|
|
|||
Ameren Illinois Electric Distribution total
|
$
|
1,547
|
|
|
$
|
1,568
|
|
|
$
|
1,548
|
|
|
Ameren Transmission:
|
|
|
|
|
|
|
||||||
Ameren Illinois Transmission
(c)
|
$
|
267
|
|
|
$
|
258
|
|
|
$
|
232
|
|
|
ATXI
|
166
|
|
|
168
|
|
|
123
|
|
|
|||
Ameren Transmission total
|
$
|
433
|
|
|
$
|
426
|
|
|
$
|
355
|
|
|
Other and intersegment eliminations
|
(92
|
)
|
|
(98
|
)
|
|
(103
|
)
|
|
|||
Ameren total
|
$
|
5,339
|
|
|
$
|
5,307
|
|
|
$
|
5,196
|
|
|
(a)
|
Sales for which power was supplied by Ameren Illinois as well as alternative retail electric suppliers. In 2018, 2017, and 2016, Ameren Illinois procured power on behalf of its customers for 23% of its total kilowatthour sales.
|
(b)
|
Includes
$60 million
for the year ended
December 31, 2018
, for the reduction to revenue for the excess amounts collected in rates related to the TCJA from January 1, 2018, through July 31, 2018. See Note 2 – Rate and Regulatory Matters for additional information.
|
(c)
|
Includes
$53 million
,
$42 million
, and
$45 million
in 2018, 2017, and 2016, respectively, of electric operating revenues from transmission services provided to Ameren Illinois Electric Distribution.
|
Electric Operating Statistics –
Year Ended December 31,
|
2018
|
|
2017
|
|
2016
|
|
||||||
Ameren Missouri fuel costs (cents per kilowatthour generated)
(a)
|
|
1.59
|
¢
|
|
|
1.75
|
¢
|
|
|
1.79
|
¢
|
|
Source of Ameren Missouri energy supply:
|
|
|
|
|
|
|
||||||
Coal
|
67.8
|
%
|
|
70.9
|
%
|
|
66.2
|
%
|
|
|||
Nuclear
|
23.7
|
|
|
19.0
|
|
|
22.8
|
|
|
|||
Hydroelectric
|
2.5
|
|
|
3.4
|
|
|
3.3
|
|
|
|||
Natural gas
|
1.0
|
|
|
0.7
|
|
|
0.7
|
|
|
|||
Methane gas and solar
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
|||
Purchased – Wind
|
0.6
|
|
|
0.7
|
|
|
0.8
|
|
|
|||
Purchased – Other
|
4.3
|
|
|
5.2
|
|
|
6.1
|
|
|
|||
Ameren Missouri total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Natural Gas Operating Statistics –
Year Ended December 31,
|
2018
|
|
2017
|
|
2016
|
|
||||||
Natural Gas Sales – dekatherms (in millions):
|
|
|
|
|
|
|
||||||
Ameren Missouri:
|
|
|
|
|
|
|
||||||
Residential
|
7
|
|
|
6
|
|
|
6
|
|
|
|||
Commercial
|
4
|
|
|
3
|
|
|
3
|
|
|
|||
Industrial
|
1
|
|
|
1
|
|
|
1
|
|
|
|||
Transport
|
9
|
|
|
8
|
|
|
8
|
|
|
|||
Ameren Missouri total
|
21
|
|
|
18
|
|
|
18
|
|
|
|||
Ameren Illinois Natural Gas:
|
|
|
|
|
|
|
||||||
Residential
|
60
|
|
|
50
|
|
|
52
|
|
|
|||
Commercial
|
18
|
|
|
15
|
|
|
17
|
|
|
|||
Industrial
|
4
|
|
|
3
|
|
|
3
|
|
|
|||
Transport
|
100
|
|
|
98
|
|
|
94
|
|
|
|||
Ameren Illinois Natural Gas total
|
182
|
|
|
166
|
|
|
166
|
|
|
|||
Ameren total
|
203
|
|
|
184
|
|
|
184
|
|
|
|||
Natural Gas Operating Revenues (in millions):
|
|
|
|
|
|
|
||||||
Ameren Missouri:
|
|
|
|
|
|
|
||||||
Residential
|
$
|
90
|
|
|
$
|
77
|
|
|
$
|
77
|
|
|
Commercial
|
37
|
|
|
31
|
|
|
30
|
|
|
|||
Industrial
|
4
|
|
|
4
|
|
|
4
|
|
|
|||
Transport and other
|
7
|
|
|
14
|
|
|
17
|
|
|
|||
Ameren Missouri total
|
$
|
138
|
|
|
$
|
126
|
|
|
$
|
128
|
|
|
Ameren Illinois Natural Gas:
|
|
|
|
|
|
|
||||||
Residential
|
$
|
581
|
|
|
$
|
531
|
|
|
$
|
530
|
|
|
Commercial
|
159
|
|
|
146
|
|
|
153
|
|
|
|||
Industrial
|
17
|
|
|
12
|
|
|
10
|
|
|
|||
Transport and other
|
58
|
|
|
54
|
|
|
61
|
|
|
|||
Ameren Illinois Natural Gas total
|
$
|
815
|
|
|
$
|
743
|
|
|
$
|
754
|
|
|
Other and intercompany eliminations
|
(1
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
|||
Ameren total
|
$
|
952
|
|
|
$
|
867
|
|
|
$
|
880
|
|
|
|
|
|
|
|
|
|
||||||
Rate Base Statistics
–
At December 31,
|
2018
|
|
2017
|
|
2016
|
|
||||||
Rate Base (in billions):
|
|
|
|
|
|
|
||||||
Electric and natural gas transmission and distribution
|
$
|
11.3
|
|
|
$
|
10.1
|
|
|
$
|
9.4
|
|
|
Coal generation
|
2.0
|
|
|
2.0
|
|
|
2.0
|
|
|
|||
Nuclear and renewables generation
|
1.8
|
|
|
1.9
|
|
|
1.8
|
|
|
|||
Natural gas generation
|
0.4
|
|
|
0.4
|
|
|
0.4
|
|
|
|||
Rate base total
|
$
|
15.5
|
|
|
$
|
14.4
|
|
|
$
|
13.6
|
|
|
ITEM 1A.
|
RISK FACTORS
|
•
|
facility shutdowns due to operator error, or a failure of equipment or processes;
|
•
|
longer-than-anticipated maintenance outages;
|
•
|
failures of equipment that can result in unanticipated liabilities or unplanned outages;
|
•
|
aging infrastructure that may require significant expenditures to operate and maintain;
|
•
|
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 ultra-low-sulfur coal used by Ameren Missouri to comply with environmental regulations;
|
•
|
lack of adequate water required for cooling plant operations;
|
•
|
labor disputes;
|
•
|
disruptions in the delivery of electricity to our customers;
|
•
|
suppliers and contractors who do not perform as required under their contracts;
|
•
|
failure of other operators’ facilities and the effect of that failure on our electric system and customers;
|
•
|
inability to comply with regulatory or permit requirements, including those relating to environmental laws;
|
•
|
handling, storage, and disposition of CCR;
|
•
|
unusual or adverse weather conditions or other natural disasters, including severe storms, droughts, floods, tornadoes, earthquakes, solar flares, and electromagnetic pulses;
|
•
|
the occurrence of catastrophic events such as fires, explosions, acts of sabotage or terrorism, pandemic health events, or other similar events;
|
•
|
accidents that might result in injury or loss of life, extensive property damage, or environmental damage;
|
•
|
ineffective vegetation management programs;
|
•
|
cybersecurity risks, including loss of operational control of Ameren Missouri’s energy centers and our transmission and distribution systems and loss of data, including sensitive customer, employee, financial, and operating system information, through insider or outsider actions;
|
•
|
limitations on amounts of insurance available to cover losses that might arise in connection with operating our electric generation, transmission, and distribution facilities;
|
•
|
inability to implement or maintain information systems;
|
•
|
failure to keep pace with and the ability to adapt to rapid technological change; and
|
•
|
other unanticipated operations and maintenance expenses and liabilities.
|
•
|
potential harmful effects on the environment and human health resulting from radiological releases associated with the operation of nuclear facilities and the storage, handling, and disposal of radioactive materials;
|
•
|
continued uncertainty regarding the federal government’s plan to permanently store spent nuclear fuel and, as a result, the need to provide for long-term storage of spent nuclear fuel at the Callaway energy center;
|
•
|
limitations on the amounts and types of insurance available to cover losses that might arise in connection with the Callaway energy center or other United States nuclear facilities;
|
•
|
uncertainties about contingencies and retrospective premium assessments relating to claims at the Callaway energy center or any other United States nuclear facilities;
|
•
|
public and governmental concerns about the safety and adequacy of security at nuclear facilities;
|
•
|
limited availability of fuel supply and our reliance on licensed fuel assemblies from the one NRC-licensed supplier of Callaway energy center’s assemblies;
|
•
|
costly and extended outages for scheduled or unscheduled maintenance and refueling;
|
•
|
uncertainties about the technological and financial aspects of decommissioning nuclear facilities at the end of their licensed lives;
|
•
|
the adverse effect of poor market performance and other economic factors on the asset values of nuclear decommissioning trust funds and the corresponding increase, upon MoPSC approval, in customer rates to fund the estimated decommissioning costs; and
|
•
|
potential adverse effects of a natural disaster, acts of sabotage or terrorism, including cyber attack, or any accident leading to a radiological release.
|
•
|
Conservation and energy-efficiency programs
. Missouri allows for conservation and energy-efficiency programs that are designed to reduce energy demand.
|
•
|
Distributed generation and other energy-efficiency efforts.
Ameren Missouri is exposed to declining usage from energy-efficiency efforts not related to its energy-efficiency programs, as well as from distributed generation sources, such as solar panels and other technologies. Ameren Missouri generates power at utility-scale energy centers to achieve economies of scale and to produce power at a competitive cost. Some distributed generation technologies have become more cost-competitive, with decreasing costs expected in the future. The costs of these distributed generation technologies may decline over time to a level that is competitive with that of Ameren Missouri’s energy centers. Additionally, technological advances in energy storage may be coupled with distributed generation to reduce the demand for our electric utility services. Increased adoption of these technologies by customers could decrease our revenues if customers cease to use our generation, transmission, and distribution services at current levels. Ameren Missouri might incur stranded costs, which ultimately might not be recovered through rates.
|
•
|
Macroeconomic factors.
Macroeconomic factors resulting in low economic growth or contraction within Ameren Missouri’s service territories could reduce energy demand.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
Primary Fuel Source
|
Energy Center
|
Location
|
Net Kilowatt Capability
(a)
|
|
Coal
|
Labadie
|
Franklin County, Missouri
|
2,372,000
|
|
|
Rush Island
|
Jefferson County, Missouri
|
1,178,000
|
|
|
Sioux
|
St. Charles County, Missouri
|
972,000
|
|
|
Meramec
(b)
|
St. Louis County, Missouri
|
591,000
|
|
Total coal
|
|
|
5,113,000
|
|
Nuclear
|
Callaway
|
Callaway County, Missouri
|
1,194,000
|
|
Hydroelectric
|
Osage
|
Lakeside, Missouri
|
235,000
|
|
|
Keokuk
|
Keokuk, Iowa
|
144,000
|
|
Total hydroelectric
|
|
|
379,000
|
|
Pumped-storage
|
Taum Sauk
|
Reynolds County, Missouri
|
440,000
|
|
Natural gas (CTs)
|
Audrain
(c)
|
Audrain County, Missouri
|
608,000
|
|
|
Venice
(d)
|
Venice, Illinois
|
492,000
|
|
|
Goose Creek
|
Piatt County, Illinois
|
438,000
|
|
|
Pinckneyville
|
Pinckneyville, Illinois
|
316,000
|
|
|
Raccoon Creek
|
Clay County, Illinois
|
304,000
|
|
|
Meramec
(b)(d)(e)
|
St. Louis County, Missouri
|
282,000
|
|
|
Kinmundy
(d)
|
Kinmundy, Illinois
|
210,000
|
|
|
Peno Creek
(c)(d)
|
Bowling Green, Missouri
|
192,000
|
|
Total natural gas
|
|
|
2,842,000
|
|
Oil (CTs)
|
Fairgrounds
|
Jefferson City, Missouri
|
55,000
|
|
|
Meramec
|
St. Louis County, Missouri
|
55,000
|
|
|
Mexico
|
Mexico, Missouri
|
54,000
|
|
|
Moberly
|
Moberly, Missouri
|
54,000
|
|
|
Moreau
|
Jefferson City, Missouri
|
54,000
|
|
Total oil
|
|
|
272,000
|
|
Methane gas (CT)
|
Maryland Heights
|
Maryland Heights, Missouri
|
8,000
|
|
Solar
|
O’Fallon
|
O’Fallon, Missouri
|
3,000
|
|
Total Ameren and Ameren Missouri
|
|
|
10,251,000
|
|
(a)
|
Net kilowatt capability is the generating capacity available for dispatch from the energy center into the electric transmission grid.
|
(b)
|
All coal-fueled kilowatts and 236,000 natural-gas-fueled kilowatts at the Meramec energy center are scheduled for retirement in 2022.
|
(c)
|
There are economic development arrangements applicable to these CTs.
|
(d)
|
These CTs have the capability to operate on either oil or natural gas (dual fuel).
|
(e)
|
Two of its three units are steam-powered.
|
|
Ameren
Missouri
|
|
Ameren
Illinois
|
||
Circuit miles of electric transmission lines
(a)
|
2,971
|
|
|
4,639
|
|
Circuit miles of electric distribution lines
|
33,517
|
|
|
45,878
|
|
Percentage of circuit miles of electric distribution lines underground
|
24
|
%
|
|
16
|
%
|
Miles of natural gas transmission and distribution mains
|
3,422
|
|
|
18,417
|
|
Underground natural gas storage fields
|
—
|
|
|
12
|
|
Total working capacity of underground natural gas storage fields in billion cubic feet
|
—
|
|
|
24
|
|
(a)
|
ATXI owns 408 miles of transmission lines not reflected in this table.
|
•
|
A portion of Ameren Missouri’s Osage energy center reservoir, certain facilities at Ameren Missouri’s Sioux energy center, most of Ameren Missouri’s Peno Creek and Audrain CT energy centers, Ameren Missouri’s Maryland Heights energy center, certain substations, and most transmission and distribution lines and natural gas mains are situated on lands occupied under leases, easements, franchises, licenses, or permits. The United States or the state of Missouri may own or may have paramount rights with respect to certain lands lying in the bed of the Osage River or located between the inner and outer harbor lines of the Mississippi River on which certain of Ameren Missouri’s energy centers and other properties are located.
|
•
|
The United States, the state of Illinois, the state of Iowa, or the city of Keokuk, Iowa, may own or may have paramount rights with respect to certain lands lying in the bed of the Mississippi River on which a portion of Ameren Missouri’s Keokuk energy center is located.
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
•
|
the February 2015 complaint case filed with the FERC seeking a reduction in the allowed base return on common equity under the MISO tariff;
|
•
|
the November 2018 FERC order requesting briefs regarding a new methodology for determining the base return on common equity under the MISO tariff and how to apply the new methodology to the February 2015 complaint case and the September 2016 order related to the November 2015 complaint case;
|
•
|
the January 2019 appeal filed by the MoOPC challenging the MoPSC’s December 2018 order in the RESRAM case;
|
•
|
litigation against Ameren Missouri with respect to the EPA Clean Air Act; and
|
•
|
remediation matters associated with former MGP and waste disposal sites of the Ameren Companies.
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
Name
|
Age
|
|
Positions and Offices Held
|
|
|
|
|
|
|
Warner L. Baxter
|
57
|
|
|
Chairman, President and Chief Executive Officer, and Director
|
Baxter joined Ameren Missouri in 1995. He was elected to the positions of executive vice president and chief financial officer of Ameren, Ameren Missouri, Ameren Illinois, and Ameren Services in 2003. He was elected chairman, president, chief executive officer, and chief financial officer of Ameren Services in 2007. In 2009, he was elected chairman, president, and chief executive officer of Ameren Missouri. In 2014, he was elected chairman, president, and chief executive officer of Ameren, and relinquished his positions at Ameren Missouri.
|
||||
|
|
|
|
|
Martin J. Lyons, Jr.
|
52
|
|
|
Executive Vice President and Chief Financial Officer
|
Lyons joined Ameren Services in 2001. In 2008, he was elected senior vice president and chief accounting officer of the Ameren Companies. In 2009, he was also elected chief financial officer of the Ameren Companies. In 2013, he was elected executive vice president and chief financial officer of the Ameren Companies, and relinquished his duties as chief accounting officer. In 2016, he was elected chairman and president of Ameren Services.
|
||||
|
|
|
|
|
Gregory L. Nelson
|
61
|
|
|
Senior Vice President, General Counsel, and Secretary
|
Nelson joined Ameren Missouri in 1995. He was elected vice president and tax counsel of Ameren Services in 1999 and vice president of Ameren Missouri and Ameren Illinois in 2003. In 2010, he was elected vice president, tax and deputy general counsel of Ameren Services. He remained vice president of Ameren Missouri and Ameren Illinois. In 2011, he was elected senior vice president, general counsel and secretary of the Ameren Companies. Nelson has notified Ameren of his intention to retire, effective August 1, 2019. Chonda J. Nwamu, senior vice president and deputy general counsel, will succeed Nelson as senior vice president, general counsel, and secretary, effective upon his retirement.
|
||||
|
|
|
|
|
Bruce A. Steinke
|
57
|
|
|
Senior Vice President, Finance, and Chief Accounting Officer
|
Steinke joined Ameren Services in 2002. In 2008, he was elected vice president and controller of Ameren, Ameren Illinois, and Ameren Services. In 2009, he relinquished his positions at Ameren Illinois. In 2013, he was elected senior vice president, finance, and chief accounting officer of the Ameren Companies.
|
ITEM 5.
|
MARKET FOR REGISTRANTS’ COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASE OF EQUITY SECURITIES
|
December 31,
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||
Ameren (AEE)
|
$
|
100.00
|
|
|
$
|
132.73
|
|
|
$
|
129.58
|
|
|
$
|
162.84
|
|
|
$
|
188.82
|
|
|
$
|
215.22
|
|
S&P 500 Index
|
100.00
|
|
|
113.69
|
|
|
115.26
|
|
|
129.04
|
|
|
157.21
|
|
|
150.33
|
|
||||||
EEI Index
|
100.00
|
|
|
128.91
|
|
|
123.88
|
|
|
145.49
|
|
|
162.54
|
|
|
168.50
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
||||||||||
Ameren:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
(a)
|
$
|
6,291
|
|
|
$
|
6,174
|
|
|
$
|
6,076
|
|
|
$
|
6,098
|
|
|
$
|
6,053
|
|
|
Operating income
(a)(b)
|
1,357
|
|
|
1,410
|
|
|
1,322
|
|
|
1,235
|
|
(c)
|
1,226
|
|
|
|||||
Income from continuing operations
|
821
|
|
|
529
|
|
(d)
|
659
|
|
|
585
|
|
|
593
|
|
|
|||||
Income (loss) from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|
(1
|
)
|
|
|||||
Net income attributable to Ameren common shareholders
|
815
|
|
|
523
|
|
|
653
|
|
|
630
|
|
|
586
|
|
|
|||||
Common stock dividends
|
451
|
|
|
431
|
|
|
416
|
|
|
402
|
|
|
390
|
|
|
|||||
Continuing operations earnings per share – basic
|
3.34
|
|
|
2.16
|
|
|
2.69
|
|
|
2.39
|
|
|
2.42
|
|
|
|||||
Continuing operations earnings per share – diluted
|
3.32
|
|
|
2.14
|
|
|
2.68
|
|
|
2.38
|
|
|
2.40
|
|
|
|||||
Common stock dividends per share
|
1.8475
|
|
|
1.7775
|
|
|
1.715
|
|
|
1.655
|
|
|
1.61
|
|
|
|||||
As of December 31:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
27,215
|
|
|
$
|
25,945
|
|
|
$
|
24,699
|
|
|
$
|
23,640
|
|
|
$
|
22,289
|
|
|
Long-term debt, excluding current maturities
|
7,859
|
|
|
7,094
|
|
|
6,595
|
|
|
6,880
|
|
|
6,085
|
|
|
|||||
Total Ameren Corporation shareholders’ equity
|
7,631
|
|
|
7,184
|
|
|
7,103
|
|
|
6,946
|
|
|
6,713
|
|
|
|||||
Ameren Missouri:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
(a)
|
$
|
3,589
|
|
|
$
|
3,537
|
|
|
$
|
3,524
|
|
|
$
|
3,609
|
|
|
$
|
3,553
|
|
|
Operating income
(a)(b)
|
749
|
|
|
722
|
|
|
725
|
|
|
742
|
|
(c)
|
784
|
|
|
|||||
Net income available to common shareholder
|
478
|
|
|
323
|
|
(d)
|
357
|
|
|
352
|
|
|
390
|
|
|
|||||
Dividends to parent
|
375
|
|
|
362
|
|
|
355
|
|
|
575
|
|
|
340
|
|
|
|||||
As of December 31:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
14,291
|
|
|
$
|
14,043
|
|
|
$
|
14,035
|
|
|
$
|
13,851
|
|
|
$
|
13,474
|
|
|
Long-term debt, excluding current maturities
|
3,418
|
|
|
3,577
|
|
|
3,563
|
|
|
3,844
|
|
|
3,861
|
|
|
|||||
Total shareholders’ equity
|
4,229
|
|
|
4,081
|
|
|
4,090
|
|
|
4,082
|
|
|
4,052
|
|
|
|||||
Ameren Illinois:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
(a)
|
$
|
2,576
|
|
|
$
|
2,527
|
|
|
$
|
2,489
|
|
|
$
|
2,466
|
|
|
$
|
2,498
|
|
|
Operating income
(a)(b)
|
512
|
|
|
569
|
|
|
519
|
|
|
446
|
|
|
425
|
|
|
|||||
Net income available to common shareholder
|
304
|
|
|
268
|
|
|
252
|
|
|
214
|
|
|
201
|
|
|
|||||
Dividends to parent
|
—
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|
|||||
As of December 31:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
11,319
|
|
|
$
|
10,345
|
|
|
$
|
9,474
|
|
|
$
|
8,903
|
|
|
$
|
8,204
|
|
|
Long-term debt, excluding current maturities
|
3,296
|
|
|
2,373
|
|
|
2,338
|
|
|
2,342
|
|
|
2,224
|
|
|
|||||
Total shareholders’ equity
|
3,774
|
|
|
3,310
|
|
|
3,034
|
|
|
2,897
|
|
|
2,661
|
|
|
(a)
|
Amounts for 2017 and 2016 have been revised to reflect the adoption of accounting guidance on revenue from contracts with customers, effective for the Ameren Companies as of January 1, 2018. See Note 1 – Summary of Significant Accounting Policies under Part II, Item 8, of this report for additional information. The 2015 and 2014 balances are not revised for this guidance and are not comparative.
|
(b)
|
Amounts have been revised to reflect the adoption of accounting guidance on the presentation of net periodic pension and postretirement benefit cost, effective for the Ameren Companies as of January 1, 2018. See Note 10 – Retirement Benefits under Part II, Item 8, of this report for additional information.
|
(c)
|
Includes a $69 million provision recorded for all of the previously capitalized construction and operating license costs relating to the cancelled second nuclear unit at Ameren Missouri’s Callaway energy center.
|
(d)
|
Includes an increase to income tax expense of $154 million and $32 million as a result of the TCJA at Ameren and Ameren Missouri, respectively. See Note 12 – Income Taxes under Part II, Item 8, of this report for additional information.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Ameren Missouri operates a rate-regulated electric generation, transmission, and distribution business and a rate-regulated natural gas distribution business in Missouri.
|
•
|
Ameren Illinois operates rate-regulated electric transmission, electric distribution, and natural gas distribution businesses in Illinois.
|
•
|
ATXI
operates a FERC rate-regulated electric transmission business.
ATXI is constructing MISO-approved electric transmission projects, including the Illinois Rivers and Mark Twain projects, and operates the Spoon River project, which was placed in service in February 2018. Ameren also evaluates competitive electric transmission investment opportunities as they arise.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income attributable to Ameren common shareholders
|
$
|
815
|
|
|
$
|
523
|
|
|
$
|
653
|
|
Earnings per common share – diluted
|
3.32
|
|
|
2.14
|
|
|
2.68
|
|
•
|
the absence of a noncash charge to earnings, primarily at Ameren (parent), for the revaluation of deferred taxes recorded in 2017, as a
|
•
|
increased demand in 2018 at Ameren Missouri, primarily due to warmer summer and colder winter temperatures in 2018 (estimated at 42 cents per share);
|
•
|
increased base rates and reduced operating expenses for net energy costs and other expenses subject to regulatory tracking mechanisms at Ameren Missouri, pursuant to the MoPSC’s March 2017 electric rate order (9 cents per share);
|
•
|
the absence of a Callaway energy center scheduled refueling and maintenance outage in 2018, which last occurred in the fourth quarter of 2017, partially offset by preparation costs incurred in 2018 for the 2019 scheduled refueling outage (9 cents per share);
|
•
|
increased Ameren Transmission earnings under formula ratemaking, primarily due to additional investment (8 cents per share);
|
•
|
increased Ameren Illinois Electric Distribution earnings under formula ratemaking, primarily due to additional investment and a higher return on equity (5 cents per share);
|
•
|
increased Ameren Illinois Natural Gas earnings from investments in qualifying infrastructure recovered under the QIP rider and increased base rates pursuant to the ICC’s November 2018 gas rate order (5 cents per share);
|
•
|
decreased property taxes at Ameren Missouri due to lower assessed property values (5 cents per share);
|
•
|
decreased financing costs, primarily at Ameren Missouri, due to lower interest rates and higher levels of the allowance for funds used during construction (3 cents per share); and
|
•
|
the recognition of a MEEIA 2016 performance incentive in 2018 at Ameren Missouri (3 cents per share).
|
•
|
increased other operation and maintenance expenses not subject to riders or regulatory tracking mechanisms, primarily due to higher-than-normal energy center scheduled outage and electric distribution maintenance costs at Ameren Missouri (19 cents per share) and due to changes in the market value of company-owned life insurance (7 cents per share);
|
•
|
increased donations at Ameren (parent) and Ameren Missouri (8 cents per share);
|
•
|
increased depreciation and amortization expenses not subject to riders or regulatory tracking mechanisms, primarily at Ameren Missouri, resulting from additional electric property, plant, and equipment (7 cents per share); and
|
•
|
the dilutive effect of issuing common stock (2 cents per share).
|
•
|
an increase in income tax expense, primarily at Ameren (parent), due to the revaluation of deferred taxes, as a result of a decrease in the federal statutory corporate income tax rate due to enactment of the TCJA (63 cents per share) and an increase in the Illinois corporate income tax rate (6 cents per share);
|
•
|
decreased demand primarily at Ameren Missouri due to milder winter and summer temperatures in 2017 (estimated at 15 cents per share);
|
•
|
the absence in 2017 of a MEEIA 2013 performance incentive at Ameren Missouri recognized in 2016 (7 cents per share);
|
•
|
increased depreciation and amortization expenses not subject to riders or regulatory tracking mechanisms at Ameren Missouri resulting from additional electric property, plant, and equipment (6 cents per share); and
|
•
|
increased transmission services charges at Ameren Missouri resulting from cost-sharing by all MISO participants of additional MISO-approved electric transmission investments made by other entities (2 cents per share).
|
•
|
an increase in base rates, net of increased revenues in 2016 from the suspension of operations at the New Madrid Smelter, and reduced operating expenses for net energy costs and other expenses subject to regulatory tracking mechanisms at Ameren Missouri pursuant to the MoPSC’s March 2017 electric rate order (32 cents per share);
|
•
|
increased Ameren Transmission earnings under formula ratemaking, primarily due to additional investment, partially offset by a lower recognized return on equity (9 cents per share);
|
•
|
increased Ameren Illinois Electric Distribution earnings under formula ratemaking, primarily due to additional investment and a higher recognized return on equity (4 cents per share); and
|
•
|
decreased income tax expense, excluding the effect of corporate income tax rate changes discussed above, primarily at Ameren (parent) resulting from changes in the valuation allowance for charitable contributions, tax benefits related to company-owned life insurance, and tax credits in 2017, partially offset by a lower income tax benefit in 2017 related to stock-based compensation compared with 2016 (1 cent per share).
|
2018
|
Ameren Missouri
|
|
Ameren
Illinois
Electric
Distribution
|
|
Ameren
Illinois
Natural Gas
|
|
Ameren Transmission
|
|
Other /
Intersegment
Eliminations
|
|
Ameren
|
||||||||||||
Electric margins
|
$
|
2,518
|
|
|
$
|
1,065
|
|
|
$
|
—
|
|
|
$
|
433
|
|
|
$
|
(27
|
)
|
|
$
|
3,989
|
|
Natural gas margins
|
82
|
|
|
—
|
|
|
497
|
|
|
—
|
|
|
(1
|
)
|
|
578
|
|
||||||
Other operations and maintenance
|
(972
|
)
|
|
(506
|
)
|
|
(241
|
)
|
|
(63
|
)
|
|
10
|
|
|
(1,772
|
)
|
||||||
Depreciation and amortization
|
(550
|
)
|
|
(259
|
)
|
|
(65
|
)
|
|
(77
|
)
|
|
(4
|
)
|
|
(955
|
)
|
||||||
Taxes other than income taxes
|
(329
|
)
|
|
(75
|
)
|
|
(66
|
)
|
|
(4
|
)
|
|
(9
|
)
|
|
(483
|
)
|
||||||
Other income, net
|
56
|
|
|
26
|
|
|
9
|
|
|
7
|
|
|
4
|
|
|
102
|
|
||||||
Interest charges
|
(200
|
)
|
|
(73
|
)
|
|
(38
|
)
|
|
(75
|
)
|
|
(15
|
)
|
|
(401
|
)
|
||||||
Income taxes
|
(124
|
)
|
|
(41
|
)
|
|
(25
|
)
|
|
(56
|
)
|
|
9
|
|
|
(237
|
)
|
||||||
Net income (loss)
|
481
|
|
|
137
|
|
|
71
|
|
|
165
|
|
|
(33
|
)
|
|
821
|
|
||||||
Noncontrolling interests – preferred stock dividends
|
(3
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(6
|
)
|
||||||
Net income (loss) attributable to Ameren common shareholders
|
$
|
478
|
|
|
$
|
136
|
|
|
$
|
70
|
|
|
$
|
164
|
|
|
$
|
(33
|
)
|
|
$
|
815
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Electric margins
|
$
|
2,429
|
|
|
$
|
1,109
|
|
|
$
|
—
|
|
|
$
|
426
|
|
|
$
|
(32
|
)
|
|
$
|
3,932
|
|
Natural gas margins
|
79
|
|
|
—
|
|
|
479
|
|
|
—
|
|
|
(2
|
)
|
|
556
|
|
||||||
Other operations and maintenance
|
(925
|
)
|
|
(519
|
)
|
|
(227
|
)
|
|
(64
|
)
|
|
30
|
|
|
(1,705
|
)
|
||||||
Depreciation and amortization
|
(533
|
)
|
|
(239
|
)
|
|
(59
|
)
|
|
(60
|
)
|
|
(5
|
)
|
|
(896
|
)
|
||||||
Taxes other than income taxes
|
(328
|
)
|
|
(74
|
)
|
|
(60
|
)
|
|
(6
|
)
|
|
(9
|
)
|
|
(477
|
)
|
||||||
Other income, net
|
65
|
|
|
11
|
|
|
—
|
|
|
2
|
|
|
8
|
|
|
86
|
|
||||||
Interest charges
|
(207
|
)
|
|
(73
|
)
|
|
(36
|
)
|
|
(67
|
)
|
|
(8
|
)
|
|
(391
|
)
|
||||||
Income taxes
|
(254
|
)
|
|
(83
|
)
|
|
(36
|
)
|
|
(90
|
)
|
|
(113
|
)
|
|
(576
|
)
|
||||||
Net income (loss)
|
326
|
|
|
132
|
|
|
61
|
|
|
141
|
|
|
(131
|
)
|
|
529
|
|
||||||
Noncontrolling interests – preferred stock dividends
|
(3
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(6
|
)
|
||||||
Net income (loss) attributable to Ameren common shareholders
|
$
|
323
|
|
|
$
|
131
|
|
|
$
|
60
|
|
|
$
|
140
|
|
|
$
|
(131
|
)
|
|
$
|
523
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Electric margins
|
$
|
2,397
|
|
|
$
|
1,104
|
|
|
$
|
—
|
|
|
$
|
355
|
|
|
$
|
(28
|
)
|
|
$
|
3,828
|
|
Natural gas margins
|
79
|
|
|
—
|
|
|
462
|
|
|
—
|
|
|
(2
|
)
|
|
539
|
|
||||||
Other operations and maintenance
|
(912
|
)
|
|
(551
|
)
|
|
(223
|
)
|
|
(63
|
)
|
|
16
|
|
|
(1,733
|
)
|
||||||
Depreciation and amortization
|
(514
|
)
|
|
(226
|
)
|
|
(55
|
)
|
|
(43
|
)
|
|
(7
|
)
|
|
(845
|
)
|
||||||
Taxes other than income taxes
|
(325
|
)
|
|
(72
|
)
|
|
(58
|
)
|
|
(4
|
)
|
|
(8
|
)
|
|
(467
|
)
|
||||||
Other income, net
|
62
|
|
|
22
|
|
|
7
|
|
|
5
|
|
|
5
|
|
|
101
|
|
||||||
Interest charges
|
(211
|
)
|
|
(72
|
)
|
|
(34
|
)
|
|
(58
|
)
|
|
(7
|
)
|
|
(382
|
)
|
||||||
Income taxes
|
(216
|
)
|
|
(78
|
)
|
|
(39
|
)
|
|
(74
|
)
|
|
25
|
|
|
(382
|
)
|
||||||
Net income (loss)
|
360
|
|
|
127
|
|
|
60
|
|
|
118
|
|
|
(6
|
)
|
|
659
|
|
||||||
Noncontrolling interests – preferred stock dividends
|
(3
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(6
|
)
|
||||||
Net income (loss) attributable to Ameren common shareholders
|
$
|
357
|
|
|
$
|
126
|
|
|
$
|
59
|
|
|
$
|
117
|
|
|
$
|
(6
|
)
|
|
$
|
653
|
|
2018
|
Ameren Illinois Electric Distribution
|
|
Ameren Illinois
Natural Gas
|
|
Ameren Illinois Transmission
|
|
Ameren Illinois
|
||||||||
Electric margins
|
$
|
1,065
|
|
|
$
|
—
|
|
|
$
|
267
|
|
|
$
|
1,332
|
|
Natural gas margins
|
—
|
|
|
497
|
|
|
—
|
|
497
|
|
|||||
Other operations and maintenance
|
(506
|
)
|
|
(241
|
)
|
|
(52
|
)
|
|
(799
|
)
|
||||
Depreciation and amortization
|
(259
|
)
|
|
(65
|
)
|
|
(50
|
)
|
|
(374
|
)
|
||||
Taxes other than income taxes
|
(75
|
)
|
|
(66
|
)
|
|
(3
|
)
|
|
(144
|
)
|
||||
Other income, net
|
26
|
|
|
9
|
|
|
7
|
|
|
42
|
|
||||
Interest charges
|
(73
|
)
|
|
(38
|
)
|
|
(38
|
)
|
|
(149
|
)
|
||||
Income taxes
|
(41
|
)
|
|
(25
|
)
|
|
(32
|
)
|
|
(98
|
)
|
||||
Net income
|
137
|
|
|
71
|
|
|
99
|
|
|
307
|
|
||||
Preferred stock dividends
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(3
|
)
|
||||
Net income attributable to common shareholder
|
$
|
136
|
|
|
$
|
70
|
|
|
$
|
98
|
|
|
$
|
304
|
|
2017
|
|
|
|
|
|
|
|
||||||||
Electric margins
|
$
|
1,109
|
|
|
$
|
—
|
|
|
$
|
258
|
|
|
$
|
1,367
|
|
Natural gas margins
|
—
|
|
479
|
|
|
—
|
|
479
|
|
||||||
Other operations and maintenance
|
(519
|
)
|
|
(227
|
)
|
|
(53
|
)
|
|
(799
|
)
|
||||
Depreciation and amortization
|
(239
|
)
|
|
(59
|
)
|
|
(43
|
)
|
|
(341
|
)
|
||||
Taxes other than income taxes
|
(74
|
)
|
|
(60
|
)
|
|
(3
|
)
|
|
(137
|
)
|
||||
Other income, net
|
11
|
|
|
—
|
|
|
1
|
|
|
12
|
|
||||
Interest charges
|
(73
|
)
|
|
(36
|
)
|
|
(35
|
)
|
|
(144
|
)
|
||||
Income taxes
|
(83
|
)
|
|
(36
|
)
|
|
(47
|
)
|
|
(166
|
)
|
||||
Net income
|
132
|
|
|
61
|
|
|
78
|
|
|
271
|
|
||||
Preferred stock dividends
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(3
|
)
|
||||
Net income attributable to common shareholder
|
$
|
131
|
|
|
$
|
60
|
|
|
$
|
77
|
|
|
$
|
268
|
|
2016
|
|
|
|
|
|
|
|
||||||||
Electric margins
|
$
|
1,104
|
|
|
$
|
—
|
|
|
$
|
232
|
|
|
$
|
1,336
|
|
Natural gas margins
|
—
|
|
|
462
|
|
|
—
|
|
|
462
|
|
||||
Other operations and maintenance
|
(551
|
)
|
|
(223
|
)
|
|
(54
|
)
|
|
(828
|
)
|
||||
Depreciation and amortization
|
(226
|
)
|
|
(55
|
)
|
|
(38
|
)
|
|
(319
|
)
|
||||
Taxes other than income taxes
|
(72
|
)
|
|
(58
|
)
|
|
(2
|
)
|
|
(132
|
)
|
||||
Other income, net
|
22
|
|
|
7
|
|
|
5
|
|
|
34
|
|
||||
Interest charges
|
(72
|
)
|
|
(34
|
)
|
|
(34
|
)
|
|
(140
|
)
|
||||
Income taxes
|
(78
|
)
|
|
(39
|
)
|
|
(41
|
)
|
|
(158
|
)
|
||||
Net income
|
127
|
|
|
60
|
|
|
68
|
|
|
255
|
|
||||
Preferred stock dividends
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(3
|
)
|
||||
Net income attributable to common shareholder
|
$
|
126
|
|
|
$
|
59
|
|
|
$
|
67
|
|
|
$
|
252
|
|
Electric and Natural Gas Margins
|
|||||||||||||||||||||||
2018 versus 2017
|
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)
|
$
|
157
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
157
|
|
Base rates, including effects of TCJA (estimate)
(c)
|
(113
|
)
|
|
(23
|
)
|
|
—
|
|
|
7
|
|
|
—
|
|
|
(129
|
)
|
||||||
Recovery of power restoration efforts provided to other utilities
|
5
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||||
Sales volume (excluding the estimated effects of weather and MEEIA)
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
||||||
Off-system sales and capacity revenues
|
(110
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
||||||
MEEIA 2016 performance incentive
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||||
Energy-efficiency program investments
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||||
Other
|
6
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
14
|
|
||||||
Cost recovery mechanisms – offset in fuel and purchased power
(d)
|
33
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
||||||
Other cost recovery mechanisms
(e)
|
30
|
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
||||||
Total electric revenue change
|
$
|
40
|
|
|
$
|
(21
|
)
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
6
|
|
|
$
|
32
|
|
Fuel and purchased power change:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy costs (excluding the estimated effect of weather)
|
$
|
109
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
109
|
|
Effect of weather (estimate)
(b)
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
||||||
Effect of lower net energy costs included in base rates
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||||
Other
|
(2
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(7
|
)
|
||||||
Cost recovery mechanisms – offset in electric revenue
(d)
|
(33
|
)
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
||||||
Total fuel and purchased power change
|
$
|
49
|
|
|
$
|
(23
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
25
|
|
Net change in electric margins
|
$
|
89
|
|
|
$
|
(44
|
)
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
5
|
|
|
$
|
57
|
|
Natural gas revenue change:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effect of weather (estimate)
(b)
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19
|
|
Base rates, including effects of TCJA (estimate)
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||||
QIP rider
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
3
|
|
||||||
Cost recovery mechanisms – offset in natural gas purchased for resale
(d)
|
(7
|
)
|
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
47
|
|
||||||
Other cost recovery mechanisms
(e)
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||||
Total natural gas revenue change
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
72
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
85
|
|
Natural gas purchased for resale change:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effect of weather (estimate)
(b)
|
$
|
(16
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(16
|
)
|
Cost recovery mechanisms – offset in natural gas revenue
(d)
|
7
|
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
||||||
Total natural gas purchased for resale change
|
$
|
(9
|
)
|
|
$
|
—
|
|
|
$
|
(54
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(63
|
)
|
Net change in natural gas margins
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
22
|
|
(a)
|
Includes an increase in transmission margins of $9 million and $26 million in 2018 and 2017, respectively, at Ameren Illinois.
|
(b)
|
Represents the estimated variation resulting primarily from changes in cooling and heating degree-days on electric and natural gas demand compared with the prior year; 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.
|
(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 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 of income. These items have no overall impact on earnings.
|
•
|
Summer temperatures were warmer as cooling degree days increased 11% in 2018 compared with 2017 and winter temperatures were colder as heating degree days increased 34% in 2018 compared with 2017. The effect of weather increased margins by an estimated
$123 million
. The change in margins due to weather is the sum of the effect of weather (estimate) on electric revenues (+
$157 million
) and the effect of weather (estimate) on fuel and purchased power (-
$34 million
) in the table above.
|
•
|
Revenues from other cost recovery mechanisms due to MEEIA customer energy-efficiency program costs and gross receipts taxes, which increased margins
$30 million
. See Other Operations and Maintenance Expenses in this section for the related offsetting increase in MEEIA customer energy-efficiency program costs and Taxes Other Than Income Taxes in this section for the related offsetting increase in gross receipts taxes.
|
•
|
Excluding the estimated effects of weather and the MEEIA 2016 customer energy-efficiency programs, total retail sales volumes increased 1%, which increased revenues by an estimated
$21 million
, primarily due to growth. While MEEIA 2016 customer energy-efficiency programs reduced retail sales volumes, the recovery of lost electric margins ensured that electric margins were not affected.
|
•
|
The MEEIA 2016 performance incentive, which increased revenues
$11 million
. See Note 2
–
Rate and Regulatory Matters under Part II, Item 8, of this report for information regarding the MEEIA 2016 performance incentive.
|
•
|
An increase in power restoration assistance provided to other utilities and the associated recovery of labor and benefit costs for crews supporting those efforts, which increased revenues
$5 million
.
|
•
|
Lower electric base rates in accordance with the TCJA provisions in Missouri Senate Bill 564, partially offset by higher electric base rates, as a result of the March 2017 electric rate order. These items collectively decreased margins by an estimated $104 million in 2018 compared with 2017. The net change in electric base rates is the sum of the change in base rates (estimate) (-
$113 million
) and the effect of lower net energy costs included in base rates (+
$9 million
) in the table above.
|
•
|
An increase in net energy costs as a result of increased sales volumes discussed above, partially offset by the 5% Ameren Missouri retains for the variance in net energy costs from the amount set in base rates, primarily as a result of lower fuel costs in 2018 compared with 2017, which collectively decreased margins $1 million. The change in net energy costs is the sum of the effect of revenue change in off-system sales and capacity revenues (-
$110 million
) and the effect of the change in energy costs (excluding the estimated effect of weather) (+
$109 million
) in the table above.
|
•
|
Revenues from other cost recovery mechanisms, primarily due to a decrease in recoverable customer energy-efficiency program costs prior to the FEJA, which decreased margins
$40 million
. See Other Operations and Maintenance Expenses in this section for the related offsetting decrease in customer energy-efficiency program costs prior to the FEJA.
|
•
|
Revenues decreased due to lower recoverable expenses in 2018 compared with 2017 under formula ratemaking, partially offset by an increase in rate base of 8% and a higher recognized return on common equity due to an increase in the 30-year United States Treasury bond yields of 22 basis points, which collectively decreased margins
$23 million
. The reduction in the federal statutory corporate income tax rate decreased recoverable expenses $52 million.
|
•
|
Revenues increased
$13 million
due to energy-efficiency program investments pursuant to the FEJA.
|
•
|
An increase in power restoration assistance provided to other utilities and the associated recovery of labor and benefit costs for crews supporting those efforts, which increased revenues
$8 million
.
|
•
|
Revenues from QIP recoveries, which increased margins
$13 million
due to additional investment in qualified natural gas infrastructure.
|
•
|
Revenues from other cost recovery mechanisms, which increased margins
$9 million
.
|
•
|
Higher electric base rates, effective April 1, 2017, as a result of the March 2017 MoPSC electric rate order, which increased margins by an estimated $100 million. The change in electric base rates is the sum of the change in base rates (estimate) (+
$61 million
) and the effect of lower net energy costs included in base rates (+
$39 million
) in the table above. Higher electric base rates incorporated the effect of the suspension of operations at the New Madrid Smelter.
|
•
|
Revenues from other cost recovery mechanisms, primarily due to MEEIA customer energy-efficiency program costs, which increased margins
$24 million
. See Other Operations and Maintenance Expenses in this section for the related offsetting increase in MEEIA customer energy-efficiency program costs.
|
•
|
Increased transmission services revenues due to additional rate base investment, which increased margins
$11 million
.
|
•
|
An increase in power restoration assistance provided to other utilities and the associated recovery of labor and benefit costs for crews supporting those efforts, which increased revenues
$7 million
.
|
•
|
Summer temperatures were milder in 2017 compared with 2016, as cooling degree days decreased 10%. The effect of weather decreased margins by an estimated $52 million. The change in margins due to weather is the sum of the effect of weather (estimate) on electric revenues (-
$65 million
) and the effect of weather (estimate) on fuel and purchased power (+
$13 million
) in the table above.
|
•
|
The absence of the MEEIA 2013 performance incentive, which decreased margins
$28 million
. See Note 2 – Rate and Regulatory Matters under Part II, Item 8, of this report for information regarding the MEEIA 2013 performance incentive.
|
•
|
Increased transmission services charges resulting from cost-sharing by all MISO participants of additional MISO-approved electric transmission investments made by other entities, which decreased margins
$16 million
.
|
•
|
Excluding the estimated effects of weather and the MEEIA 2016 customer energy-efficiency programs, total retail sales volumes decreased less than 1%, which decreased revenues by an estimated
$6 million
. Lower sales volumes were due, in part, to the absence of the leap year benefit experienced in 2016, partially offset by growth. While MEEIA 2016 customer energy-efficiency programs reduced retail sales volumes, the recovery of lost electric margins ensured that electric margins were not affected.
|
•
|
Revenues from other cost recovery mechanisms, primarily due to a decrease in recoverable customer energy-efficiency program costs prior to the FEJA, which decreased margins
$36 million
. See Other Operations and Maintenance Expenses in this section for the related offsetting decrease in customer energy-efficiency program costs prior to the FEJA.
|
•
|
The absence of the impact of warmer-than-normal summer temperatures experienced in 2016, which decreased margins by an estimated $6 million. Ameren Illinois Electric Distribution revenues were decoupled from sales volumes beginning in 2017. The change in margins due to weather is the sum of the effect of weather (estimate) on electric revenues (-
$5 million
) and the effect of weather (estimate) on fuel and purchased power (-
$1 million
) in the table above.
|
•
|
Nonnuclear energy center operations and maintenance costs increased $31 million, primarily because of higher-than-normal scheduled outage costs and an increase in routine maintenance work.
|
•
|
MEEIA customer energy-efficiency program costs increased $20 million.
|
•
|
Distribution maintenance expenditures increased $20 million, primarily due to increased reliability work, including vegetation management work and inspections, and increased system repairs and maintenance costs.
|
•
|
Labor and employee benefit costs increased $14 million, primarily because of an unrealized MTM loss in 2018 compared with a MTM gain in 2017 resulting from changes in the market value of company-owned life insurance and an increase in power restoration assistance provided to other utilities.
|
•
|
MEEIA customer energy-efficiency program costs increased $22 million.
|
•
|
Nonnuclear energy center operations and maintenance costs increased $3 million, primarily due to higher coal handling charges.
|
•
|
Labor and employee benefit costs decreased $6 million, primarily due to a reduction in the base level of pension and postretirement expenses allowed in rates as a result of the March 2017 MoPSC electric rate order along with changes in the market value of company-owned life insurance, partially offset by higher labor costs resulting from increased power restoration assistance provided to other utilities and higher wages.
|
•
|
Solar rebate costs decreased $8 million, primarily as a result of the March 2017 MoPSC electric rate order.
|
|
2018
|
|
2017
|
|
2016
|
|
||||||
Ameren
|
22%
|
|
52%
|
(a)
|
37%
|
|
||||||
Ameren Missouri
|
20%
|
|
44%
|
(b)
|
38%
|
|
||||||
Ameren Illinois
|
24%
|
|
38%
|
(c)
|
38%
|
|
||||||
Ameren Illinois Electric Distribution
|
23%
|
|
38%
|
(c)
|
38%
|
|
||||||
Ameren Illinois Natural Gas
|
26%
|
|
38%
|
(c)
|
39%
|
|
||||||
Ameren Illinois Transmission
|
24%
|
|
37%
|
(c)
|
38%
|
|
||||||
Ameren Transmission
|
25%
|
|
39%
|
(c)
|
39%
|
|
(a)
|
The net impact of the revaluation of deferred income taxes as a result of the TCJA and the increase in the Illinois corporate income tax rate increased the effective income tax rate for 2017 by 15 percentage points.
|
(b)
|
The impact of the revaluation of deferred income taxes as a result of the TCJA increased the effective income tax rate for 2017 by 6 percentage points.
|
(c)
|
The net impact of the revaluation of deferred income taxes as a result of the TCJA and the increase in the Illinois corporate income tax rate had no material effect on the effective income tax rate.
|
|
Net Cash Provided by
Operating Activities
|
|
Net Cash Used in
Investing Activities
|
|
Net Cash Provided by (Used in)
Financing Activities
|
||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
Ameren
|
$
|
2,170
|
|
|
$
|
2,118
|
|
|
$
|
2,117
|
|
|
$
|
(2,336
|
)
|
|
$
|
(2,204
|
)
|
|
$
|
(2,158
|
)
|
|
$
|
205
|
|
|
$
|
102
|
|
|
$
|
(258
|
)
|
Ameren Missouri
|
1,260
|
|
|
1,017
|
|
|
1,169
|
|
|
(976
|
)
|
|
(684
|
)
|
|
(937
|
)
|
|
(283
|
)
|
|
(331
|
)
|
|
(434
|
)
|
|||||||||
Ameren Illinois
|
659
|
|
|
828
|
|
|
796
|
|
|
(1,248
|
)
|
|
(1,070
|
)
|
|
(918
|
)
|
|
628
|
|
|
255
|
|
|
51
|
|
•
|
A $220 million increase resulting from electric and natural gas margins, as discussed in Results of Operations, excluding certain noncash items, as well as the change in customer receivable balances.
|
•
|
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 2018; however, there were cash expenditures related to the 2019 scheduled outage paid in 2018.
|
•
|
The absence of $21 million in refunds paid in 2017 associated with the November 2013 FERC complaint case, as discussed in Note 2 – Rate and Regulatory Matters under Part II, Item 8, of this report.
|
•
|
A net $88 million decrease resulting from costs and associated collections under various cost recovery mechanisms from Ameren Missouri and Ameren Illinois customers.
|
•
|
A $40 million decrease resulting from income tax payments of $21 million in 2018, compared with income tax refunds of $19 million in 2017, primarily due to state income tax refunds and the sale of state tax credits.
|
•
|
A $25 million increase in energy center maintenance costs at Ameren Missouri, primarily due to higher-than-normal, non-nuclear scheduled outage costs, and an increase in routine maintenance work.
|
•
|
A $19 million increase in payments related to donations.
|
•
|
A $17 million increase in interest payments, primarily due to an increase in the average outstanding debt balance at ATXI.
|
•
|
A $136 million increase resulting from electric and natural gas margins, as discussed in Results of Operations, excluding certain noncash items, as well as the change in customer receivable balances.
|
•
|
A net $95 million increase resulting from net energy costs and associated collections from customers under the FAC.
|
•
|
A decrease in income tax payments of $49 million to Ameren (parent) pursuant to the tax allocation agreement, primarily due to the lower federal income tax rate and lower property-related deductions.
|
•
|
A $27 million decrease in payments for scheduled nuclear refueling and maintenance outages at the Callaway energy center. There was no refueling and maintenance outage in 2018; however, there were cash expenditures related to the 2019 scheduled outage paid in 2018.
|
•
|
A net $183 million decrease resulting from costs and associated collections under various cost recovery mechanisms from customers.
|
•
|
A $50 million decrease resulting from income tax payments of $28 million, compared with income tax refunds of $22 million in 2017, to Ameren (parent) pursuant to the tax allocation agreement resulting primarily from the lower federal income tax rate and lower property-related deductions.
|
•
|
A $75 million increase resulting from electric and natural gas margins, as discussed in Results of Operations, excluding certain noncash items, as well as the change in customer receivable balances.
|
•
|
The absence of $17 million in refunds paid in 2017 associated with the November 2013 FERC complaint case, as discussed in Note 2 – Rate and Regulatory Matters under Part II, Item 8, of this report.
|
•
|
A $167 million increase resulting from electric and natural gas margins, as discussed in Results of Operations, excluding certain noncash items, as well as the change in customer receivable balances.
|
•
|
A $14 million decrease in coal inventory because of decreased market prices and decreased purchases at Ameren Missouri as a result of inventory reductions at its energy centers.
|
•
|
A net $83 million decrease resulting from costs and associated collections under various cost recovery mechanisms from Ameren Missouri and Ameren Illinois customers.
|
•
|
The absence of a $42 million insurance receipt received in 2016 at Ameren Missouri related to the Taum Sauk breach that occurred in December 2005.
|
•
|
Refunds paid in 2017 of $21 million associated with the November 2013 FERC complaint case, as discussed in Note 2 – Rate and Regulatory Matters under Part II, Item 8, of this report.
|
•
|
A $14 million increase in the cost of natural gas held in storage at Ameren Illinois, caused primarily by reduced withdrawals as a result of milder winter temperatures compared with the prior year.
|
•
|
A $13 million increase in interest payments, primarily due to an increase in the average outstanding debt at Ameren Illinois.
|
•
|
An increase in income tax payments of $151 million to Ameren (parent) pursuant to the tax allocation agreement, primarily related to higher taxable income in 2017, because of significantly lower property-related deductions.
|
•
|
The absence of a $42 million insurance receipt received in 2016 related to the Taum Sauk breach that occurred in December 2005.
|
•
|
A net $47 million decrease resulting from costs and associated collections under various cost recovery mechanisms from customers.
|
•
|
A $70 million increase resulting from electric and natural gas margins, as discussed in Results of Operations, excluding certain noncash items, as well as the change in customer receivable balances.
|
•
|
A $14 million decrease in coal inventory as a result of decreased market prices and decreased purchases as a result of inventory reductions at the energy centers.
|
•
|
A $75 million increase resulting from electric and natural gas margins, as discussed in Results of Operations, excluding certain noncash items, as well as the change in customer receivable balances.
|
•
|
A $30 million increase resulting from income tax refunds of $22 million in 2017, compared with income tax payments of $8 million in 2016, pursuant to the tax allocation agreement with Ameren (parent), primarily related to tax losses in 2017 as a result of higher property-related deductions and use of net operating losses.
|
•
|
A net $36 million decrease resulting from costs and associated collections under various cost recovery mechanisms from customers.
|
•
|
Refunds paid in 2017 of $17 million associated with the November 2013 FERC complaint case, as discussed in Note 2 – Rate and Regulatory Matters under Part II, Item 8, of this report.
|
•
|
A $14 million increase in the cost of natural gas held in storage, caused primarily by reduced withdrawals as a result of milder winter temperatures compared with the prior year.
|
•
|
A $13 million increase in interest payments, primarily due to an increase in the average outstanding debt.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Ameren Missouri
|
$
|
914
|
|
|
$
|
773
|
|
|
$
|
738
|
|
Ameren Illinois Electric Distribution
|
503
|
|
|
476
|
|
|
470
|
|
|||
Ameren Illinois Natural Gas
|
311
|
|
|
245
|
|
|
181
|
|
|||
Ameren Illinois Transmission
|
444
|
|
|
355
|
|
|
273
|
|
|||
ATXI
|
118
|
|
|
289
|
|
|
416
|
|
|||
Other
(a)
|
(4
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|||
Ameren
|
$
|
2,286
|
|
|
$
|
2,132
|
|
|
$
|
2,076
|
|
(a)
|
Includes amounts for the elimination of intercompany transfers.
|
|
2019
|
|
2020-2023
|
|
Total
|
||||||||||||||
Ameren Missouri
|
$
|
1,070
|
|
|
$
|
5,410
|
|
–
|
$
|
5,980
|
|
|
$
|
6,480
|
|
–
|
$
|
7,050
|
|
Ameren Illinois Electric Distribution
|
495
|
|
|
1,925
|
|
–
|
2,125
|
|
|
2,420
|
|
–
|
2,620
|
|
|||||
Ameren Illinois Natural Gas
|
350
|
|
|
1,165
|
|
–
|
1,290
|
|
|
1,515
|
|
–
|
1,640
|
|
|||||
Ameren Illinois Transmission
|
360
|
|
|
1,765
|
|
–
|
1,950
|
|
|
2,125
|
|
–
|
2,310
|
|
|||||
ATXI
|
155
|
|
|
65
|
|
–
|
70
|
|
|
220
|
|
–
|
225
|
|
|||||
Other
|
5
|
|
|
5
|
|
–
|
5
|
|
|
10
|
|
–
|
10
|
|
|||||
Ameren
|
$
|
2,435
|
|
|
$
|
10,335
|
|
–
|
$
|
11,420
|
|
|
$
|
12,770
|
|
–
|
$
|
13,855
|
|
|
|
Available at
December 31, 2018
|
||
Ameren (parent) and Ameren Missouri
(a)
:
|
|
|
||
Missouri Credit Agreement
–
borrowing capacity
|
|
$
|
1,000
|
|
Less: Ameren (parent) commercial paper outstanding
|
|
274
|
|
|
Less: Ameren Missouri commercial paper outstanding
|
|
55
|
|
|
Less: Letters of credit
|
|
7
|
|
|
Missouri Credit Agreement
–
subtotal
|
|
664
|
|
|
Ameren (parent) and Ameren Illinois
(b)
:
|
|
|
||
Illinois Credit Agreement
–
borrowing capacity
|
|
1,100
|
|
|
Less: Ameren (parent) commercial paper outstanding
|
|
196
|
|
|
Less: Ameren Illinois commercial paper outstanding
|
|
72
|
|
|
Less: Letters of credit
|
|
2
|
|
|
Illinois Credit Agreement
–
subtotal
|
|
830
|
|
|
Subtotal
|
|
$
|
1,494
|
|
Cash and cash equivalents
|
|
16
|
|
|
Net Available Liquidity
|
|
$
|
1,510
|
|
(a)
|
The maximum aggregate amount available to Ameren (parent) and Ameren Missouri under the Missouri Credit Agreement is $700 million and $800 million, respectively. See Note 4 – Short-term Debt and Liquidity under Part II, Item 8, of this report for further discussion of the Credit Agreements.
|
(b)
|
The maximum aggregate amount available to Ameren (parent) and Ameren Illinois under the Illinois Credit Agreement is $500 million and $800 million, respectively. See Note 4 – Short-term Debt and Liquidity under Part II, Item 8, of this report for further discussion of the Credit Agreements.
|
|
Month Issued, Redeemed, Repurchased, or Matured
|
|
2018
|
|
2017
|
|
2016
|
||||||
Issuances of Long-term Debt
|
|
|
|
|
|
|
|
||||||
Ameren Missouri:
|
|
|
|
|
|
|
|
||||||
4.00% First mortgage bonds due 2048
|
April
|
|
$
|
423
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2.95% Senior secured notes due 2027
|
June
|
|
—
|
|
|
399
|
|
|
—
|
|
|||
3.65% Senior secured notes due 2045
|
June
|
|
—
|
|
|
—
|
|
|
149
|
|
|||
Ameren Illinois:
|
|
|
|
|
|
|
|
||||||
3.80% First mortgage bonds due 2028
|
May
|
|
430
|
|
|
—
|
|
|
—
|
|
|||
4.50% First mortgage bonds due 2049
|
November
|
|
499
|
|
|
—
|
|
|
—
|
|
|||
3.70% First mortgage bonds due 2047
|
November
|
|
—
|
|
|
496
|
|
|
—
|
|
|||
4.15% Senior secured notes due 2046
|
December
|
|
—
|
|
|
—
|
|
|
247
|
|
|||
ATXI:
|
|
|
|
|
|
|
|
||||||
3.43% Senior notes due 2050
|
June
|
|
—
|
|
|
150
|
|
|
—
|
|
|||
3.43% Senior notes due 2050
|
August
|
|
—
|
|
|
300
|
|
|
—
|
|
|||
Total long-term debt issuances
|
|
|
$
|
1,352
|
|
|
$
|
1,345
|
|
|
$
|
396
|
|
Issuances of Common Stock
|
|
|
|
|
|
|
|
||||||
Ameren:
|
|
|
|
|
|
|
|
||||||
DRPlus and 401(k)
|
Various
|
|
$
|
74
|
|
(a)(b)
|
$
|
—
|
|
|
$
|
—
|
|
Total common stock issuances
|
|
|
$
|
74
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total Ameren long-term debt and common stock issuances
|
|
|
$
|
1,426
|
|
|
$
|
1,345
|
|
|
$
|
396
|
|
Redemptions, Repurchases, and Maturities of Long-term Debt
|
|
|
|
|
|
|
|
||||||
Ameren Missouri:
|
|
|
|
|
|
|
|
||||||
6.00% Senior secured notes due 2018
|
April
|
|
179
|
|
|
—
|
|
|
—
|
|
|||
5.10% Senior secured notes due 2018
|
August
|
|
199
|
|
|
—
|
|
|
—
|
|
|||
6.40% Senior secured notes due 2017
|
June
|
|
—
|
|
|
425
|
|
|
—
|
|
|||
5.40% Senior secured notes due 2016
|
February
|
|
—
|
|
|
—
|
|
|
260
|
|
|||
City of Bowling Green financing obligation (Peno Creek CT)
|
December
|
|
6
|
|
|
6
|
|
|
6
|
|
|||
Ameren Illinois:
|
|
|
|
|
|
|
|
||||||
6.25% Senior secured notes due 2018
|
April
|
|
144
|
|
|
—
|
|
|
—
|
|
|||
9.75% Senior secured notes due 2018
|
November
|
|
313
|
|
|
—
|
|
|
—
|
|
|||
6.125% Senior secured notes due 2017
|
November
|
|
—
|
|
|
250
|
|
|
—
|
|
|||
6.20% Senior secured notes due 2016
|
June
|
|
—
|
|
|
—
|
|
|
54
|
|
|||
6.25% Senior secured notes due 2016
|
June
|
|
—
|
|
|
—
|
|
|
75
|
|
|||
Total long-term debt redemptions, repurchases, and maturities
|
|
|
$
|
841
|
|
|
$
|
681
|
|
|
$
|
395
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Ameren
|
$
|
451
|
|
|
$
|
431
|
|
|
$
|
416
|
|
Ameren Missouri
|
375
|
|
|
362
|
|
|
355
|
|
|||
Ameren Illinois
|
—
|
|
|
—
|
|
|
110
|
|
|||
ATXI
|
75
|
|
|
—
|
|
|
—
|
|
|
2019
|
|
2020 – 2021
|
|
2022 – 2023
|
|
2024 and Thereafter
|
|
Total
|
||||||||||
Ameren:
(a)
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt and financing obligations
(b)
|
$
|
580
|
|
|
$
|
450
|
|
|
$
|
745
|
|
|
$
|
6,734
|
|
|
$
|
8,509
|
|
Interest payments
(c)
|
348
|
|
|
653
|
|
|
625
|
|
|
4,281
|
|
|
5,907
|
|
|||||
Operating leases
|
10
|
|
|
15
|
|
|
11
|
|
|
9
|
|
|
45
|
|
|||||
Other obligations
(d)
|
799
|
|
|
746
|
|
|
221
|
|
|
166
|
|
|
1,932
|
|
|||||
Total cash contractual obligations
|
$
|
1,737
|
|
|
$
|
1,864
|
|
|
$
|
1,602
|
|
|
$
|
11,190
|
|
|
$
|
16,393
|
|
Ameren Missouri:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt and financing obligations
(b)
|
$
|
580
|
|
|
$
|
100
|
|
|
$
|
295
|
|
|
$
|
3,054
|
|
|
$
|
4,029
|
|
Interest payments
(c)
|
176
|
|
|
322
|
|
|
319
|
|
|
1,934
|
|
|
2,751
|
|
|||||
Operating leases
|
8
|
|
|
13
|
|
|
10
|
|
|
9
|
|
|
40
|
|
|||||
Other obligations
(d)
|
467
|
|
|
489
|
|
|
195
|
|
|
130
|
|
|
1,281
|
|
|||||
Total cash contractual obligations
|
$
|
1,231
|
|
|
$
|
924
|
|
|
$
|
819
|
|
|
$
|
5,127
|
|
|
$
|
8,101
|
|
Ameren Illinois:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
(b)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
400
|
|
|
$
|
2,930
|
|
|
$
|
3,330
|
|
Interest payments
(c)
|
133
|
|
|
266
|
|
|
253
|
|
|
2,140
|
|
|
2,792
|
|
|||||
Operating leases
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Other obligations
(d)
|
322
|
|
|
243
|
|
|
26
|
|
|
20
|
|
|
611
|
|
|||||
Total cash contractual obligations
|
$
|
456
|
|
|
$
|
509
|
|
|
$
|
679
|
|
|
$
|
5,090
|
|
|
$
|
6,734
|
|
(a)
|
Includes amounts for registrant and nonregistrant Ameren subsidiaries and intercompany eliminations.
|
(b)
|
Excludes unamortized discount and premium and debt issuance costs of
$70 million
,
$31 million
, and
$34 million
at Ameren, Ameren Missouri, and Ameren Illinois, respectively. See Note 5 – Long-term Debt and Equity Financings under Part II, Item 8 of this report, for discussion of items included herein.
|
(c)
|
The weighted-average variable-rate debt has been calculated using the interest rate as of
December 31, 2018
.
|
(d)
|
See Other Obligations in Note 14 – Commitments and Contingencies under Part II, Item 8 of this report, for discussion of items included herein.
|
|
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
|
A2
|
A
|
Senior unsecured debt
|
Baa1
|
Not Rated
|
Commercial paper
|
P-2
|
A-2
|
Ameren Illinois:
|
|
|
Issuer/corporate credit rating
|
A3
|
BBB+
|
Secured debt
|
A1
|
A
|
Senior unsecured debt
|
A3
|
BBB+
|
Commercial paper
|
P-2
|
A-2
|
ATXI:
|
|
|
Issuer credit rating
|
A2
|
Not Rated
|
Senior unsecured debt
|
A2
|
Not Rated
|
•
|
On June 1, 2018, Missouri Senate Bill 564 was enacted. The provision of the law applicable to the TCJA was effective immediately; the remaining provisions, including the ability to elect PISA, became effective August 28, 2018. The law required the MoPSC to authorize a reduction in Ameren Missouri’s rates to pass through the effect of the TCJA within 90 days of the law’s effective date. In July 2018, the MoPSC authorized Ameren Missouri to reduce its annual revenue requirement by
$167 million
and reflect that reduction in rates beginning August 1, 2018. The reduction included
$74 million
for the amortization of excess accumulated deferred income taxes. In addition, Ameren Missouri recorded a reduction to revenue and a corresponding regulatory liability of
$60 million
for the excess amounts collected in rates related to the TCJA from January 1, 2018, through July 31, 2018. The regulatory liability will be reflected in customer rates over a period of time to be determined by the MoPSC in the next regulatory rate review.
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, and all approved PISA deferrals will be added to rate base prospectively and recovered over a period of
20
years following a regulatory rate review. PISA mitigates the impacts of regulatory lag between regulatory rate reviews. The remaining
15%
of certain property, plant, and equipment placed in service and not eligible for recovery under PISA, unless eligible for recovery under the RESRAM, remain subject to regulatory lag.
As a result of the PISA election, additional provisions of the new 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.
See Note 2 – Rate and Regulatory Matters under Part II, Item 8, of this report for information regarding Missouri Senate Bill 564.
|
•
|
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, designed to upgrade Ameren Missouri's electric infrastructure. The plan 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 costs largely recoverable under PISA and, for the portion of wind and other renewable generation investments that are not recoverable under PISA, recoverable under the RESRAM.
|
•
|
In June 2018, the MoPSC approved Ameren Missouri’s Renewable Choice Program, which allows large commercial and industrial customers and municipalities to elect to receive up to
100%
of their energy from renewable resources. The tariff-based program is designed to recover the costs of the election, net of changes in the market price of such energy. Based on customer contracts, the program 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 convenience and necessity by the MoPSC, obtaining transmission interconnection agreements with MISO or other RTOs, and FERC approval.
This generation would be incremental to estimated capital expenditures through 2023 discussed below.
Ameren Missouri anticipates finalizing customer interest and pursuing renewable energy projects to fulfill requirements in 2019. Without extension, the option to elect into the program will terminate in the third quarter of 2023.
|
•
|
In December 2018, the MoPSC issued an order approving Ameren Missouri’s MEEIA 2019 plan. The plan includes 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 mechanism. Ameren Missouri intends to invest
$226 million
over the life of the plan, including
$65 million
per year through 2021. 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, including
$30 million if 100%
of the goals are achieved during the period ended December 2021. Additional revenues may be earned if Ameren Missouri exceeds
100%
of its energy savings goals.
|
•
|
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 has three MISO-approved multi-value projects: the Spoon River, Illinois Rivers, and Mark Twain projects. The Spoon River project, located in northwest Illinois, was placed in service in February 2018. The Illinois Rivers project involves the construction of a transmission line from eastern Missouri across Illinois to western Indiana.
Construction of the Illinois Rivers project is substantially complete, with the last section awaiting the outcome of certain legal proceedings, which will delay the expected completion date to 2020. This delay is not expected to materially affect 2019 rate base or earnings.
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, and is expected to be completed by the end of 2019. ATXI’s expected remaining investment in its multi-value projects is approximately $150 million in 2019, with the total investment expected to be more than $1.6 billion.
|
•
|
Ameren Illinois and ATXI use a forward-looking rate calculation with an annual revenue requirement reconciliation for each company’s electric transmission business. Based on expected rate base growth and the currently allowed 10.82% return on common equity, the
|
•
|
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 addressing the remanded issues in an unrelated case. That order proposed a new methodology for determining the base return on equity and 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 final order, which required briefs from the participants to be filed in February 2019 regarding a new methodology for determining the base return on common equity and whether and how to apply the new methodology to the two MISO complaint cases.
Ameren is unable to predict the ultimate impact of the proposed methodology on these complaint cases at this time. As the FERC is under no deadline to issue a final order, the timing of the issuance of the final order in the February 2015 complaint case, or any potential impact to the amounts refunded as a result of the September 2016 final order, is uncertain.
See Note 2 – Rate and Regulatory Matters under Part II, Item 8, of this report for information regarding FERC complaint cases. A 50 basis point reduction in the FERC-allowed base return on common equity would reduce Ameren’s and Ameren Illinois’ net income by an estimated
$9 million
and
$5 million
, respectively, based on each company’s 2019 projected rate base.
|
•
|
In November 2018, the ICC issued an order in Ameren Illinois’ annual update filing that approved a $72 million increase in Ameren Illinois’ electric distribution service rates beginning in January 2019. However, Illinois law provides for an annual reconciliation of the electric distribution revenue requirement as is necessary to reflect the actual costs incurred and investment return in a given year with the revenue requirement that was reflected in customer rates for that year. Consequently, Ameren Illinois’ 2019 electric distribution service revenues will be based on its 2019 actual recoverable costs, rate base, and return on common equity as calculated under the Illinois performance-based formula ratemaking framework. The 2019 revenue requirement is expected to be higher than the 2018 revenue requirement because of an expected increase in recoverable costs, expected rate base growth of approximately 8%, and an expected increase in the annual average of the monthly yields of the 30-year United States Treasury bonds. The 2019 revenue requirement reconciliation is expected to result in a regulatory asset that will be collected from customers in 2021. A
50
basis point change in the annual average of the monthly yields of the 30-year United States Treasury bonds would result in an estimated
$8 million
change in Ameren’s and Ameren Illinois’ net income, based on Ameren Illinois’ 2019 projected year-end rate base.
|
•
|
Ameren Illinois is allowed to earn a return on its electric energy-efficiency program investments.
Ameren Illinois’ electric energy-efficiency investments are deferred as a regulatory asset and earn a return at its weighted-average cost of capital, with the equity return 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 on electric energy-efficiency investments can be increased or decreased by up to 200 basis points, depending on the achievement of annual energy savings goals.
Pursuant to the FEJA, Ameren Illinois plans to invest up to $100 million per year in electric energy-efficiency programs through 2023 and will earn a return on those investments.
The ICC has the ability to reduce electric energy-efficiency savings goals if there are insufficient cost-effective programs available or if the savings goals would require investment levels that exceed amounts allowed by legislation.
The electric energy-efficiency program investments and the return on those investments are collected from customers through a rider and are not included in the electric distribution formula ratemaking framework.
See Note 2 – Rate and Regulatory Matters under Part II, Item 8, of this report for information regarding Ameren Illinois’ energy-efficiency program.
|
•
|
In November 2018, the ICC issued an order approving a stipulation and agreement that resulted in an annual natural gas rate increase of $32 million, based on a 9.87% return on common equity, a capital structure composed of 50% common equity, and a rate base of $1.6 billion. This increase reflects the reduction in the federal statutory corporate income tax rate enacted under the TCJA, as well as the increase in the Illinois corporate income tax rate that became effective in July 2017, which collectively decreased annual rates by approximately $17 million. The new customer rates were effective in November 2018. As a result of this order, the rate base under the QIP rider was reset to zero. Ameren Illinois used a 2019 future test year in this proceeding.
|
•
|
Ameren Missouri’s next scheduled refueling and maintenance outage at its Callaway energy center is scheduled for the spring of 2019. During the 2017 refueling, Ameren Missouri incurred maintenance expenses of $35 million. During a scheduled refueling, which occurs every 18 months, maintenance expenses increase relative to non-outage years. Additionally, depending on the availability of its other generation sources and the market prices for power, Ameren Missouri’s purchased power costs may increase and the amount of excess
|
•
|
Ameren Missouri expects to realize lower costs of fuel for generation through 2023, compared to 2018 levels, based on coal and related transportation contracts and management’s outlook for future prices. Substantially all the benefit of these lower costs would be passed through to customers through the FAC.
|
•
|
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 CO
2
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.
|
•
|
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, as well as the cost of such interconnections; and Ameren Missouri’s ability to obtain a certificate of convenience and necessity from the MoPSC, and any other required project approvals.
|
•
|
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.
|
•
|
In the second quarter of 2018, Ameren Missouri entered into a build-transfer agreement with a subsidiary of Terra-Gen, LLC to acquire, after construction, a
400
-megawatt wind generation facility, which is expected to be located in northeastern Missouri.
In October 2018, the MoPSC issued an order approving a unanimous stipulation and agreement regarding a requested certificate of convenience and necessity for the facility. In December 2018, Ameren Missouri received FERC approval to acquire the facility after construction. A transmission interconnection agreement with the MISO for this facility is expected in the fall of 2019. Also, in October 2018, Ameren Missouri entered into a build-transfer agreement with a subsidiary of EDF Renewables, Inc. to acquire, after construction, a wind generation facility of up to
157
megawatts. In February 2019, Ameren Missouri filed with the MoPSC a nonunanimous stipulation and agreement regarding a requested certificate of convenience and necessity for the facility. The up to
157
-megawatt facility is expected to be located in northwestern Missouri. A transmission interconnection agreement with the MISO for this facility is expected in early 2020. Both facilities are expected to be completed by the end of 2020 and would help Ameren Missouri comply with the Missouri renewable energy standard. Each acquisition is subject to certain conditions, including entering into a MISO transmission interconnection agreement at an acceptable cost for each facility and obtaining FERC approval and the issuance of a certificate of convenience and necessity by the MoPSC for the up to 157-megawatt facility, as well as other customary contract terms and conditions. These agreements collectively represent approximately $1 billion in capital expenditures expected in 2020, which is included in Ameren Missouri’s Smart Energy Plan.
In October and December 2018, the MoPSC issued orders approving a RESRAM that allows Ameren Missouri to adjust customer rates on an annual basis without a traditional regulatory rate review.
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
|
•
|
Through
2023
, we expect to make significant capital expenditures to improve our electric and natural gas utility infrastructure, with a major portion directed to our transmission and distribution systems. We estimate that we will invest up to
$13.9 billion
(Ameren Missouri – up to
$7.1 billion
; Ameren Illinois – up to
$6.6 billion
; ATXI – up to
$0.2 billion
) of capital expenditures during the period from
2019
through
2023
. Any additional wind generation investments by Ameren Missouri beyond the two facilities that Ameren Missouri has agreed to acquire after construction would be incremental to these estimates.
|
•
|
Environmental regulations, including those related to CO
2
emissions, or other actions taken by the EPA, could result in significant increases in capital expenditures and operating costs. Certain of these regulations are being challenged through litigation, are being reviewed or recommended for repeal by the EPA or new replacement or alternative regulations are being contemplated or proposed by the EPA and state regulators; therefore, 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.
|
•
|
The Ameren Companies have multiyear credit agreements that cumulatively provide $2.1 billion of credit through December 2022, 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 billion. See Note 4 – Short-term Debt and Liquidity under Part II, Item 8, of this report for additional information regarding the Credit Agreements. Ameren, Ameren Missouri, and Ameren Illinois believe that their liquidity is adequate given their expected operating cash flows, capital expenditures, and related financing plans. However, there can be no assurance that significant changes in economic conditions, disruptions in the capital and credit markets, or other unforeseen events will not materially affect their ability to execute their expected operating, capital, or financing plans.
|
•
|
Federal income tax legislation enacted under the TCJA will continue to have significant impacts on our results of operations, financial position, liquidity, and financial metrics. 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 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.
|
•
|
Ameren Missouri expects a decrease in operating cash flows of approximately $100 million in 2019 compared with 2018, as a result of the TCJA. 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, once approved by the MoPSC, resulting from lower accumulated deferred income tax liabilities.
|
•
|
The following table presents the net regulatory liabilities associated with excess deferred taxes as of December 31, 2018, and the related amortization periods:
|
Amortization Period
|
Ameren Missouri
|
|
Ameren Illinois
|
|
ATXI
|
|
Total
|
||||||||
30
–
60 years
|
$
|
947
|
|
|
$
|
796
|
|
|
$
|
84
|
|
|
$
|
1,827
|
|
7
–
10 years
|
524
|
|
|
(4
|
)
|
|
2
|
|
|
522
|
|
||||
Total
|
$
|
1,471
|
|
|
$
|
792
|
|
|
$
|
86
|
|
|
$
|
2,349
|
|
•
|
In 2018, our rate-regulated businesses began to amortize excess deferred taxes. Ameren Illinois and ATXI's 2018 income tax expense reflect a full year of amortization, while Ameren Missouri's 2018 income tax expense 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
|
•
|
As of December 31, 2018, Ameren had $91 million in tax benefits from federal and state net operating loss carryforwards and $127 million in federal and state income tax credit carryforwards. These carryforwards are expected to largely offset income tax obligations in 2019. Ameren does not expect to make material federal or state income tax payments over the next five years based on planned capital expenditures and related income tax credits. Consistent with the tax allocation agreement between Ameren (parent) and its subsidiaries, Ameren Missouri expects to make material income tax payments to Ameren (parent) in 2019 and 2020 and immaterial payments in 2021 through 2023 based on planned capital expenditures and related income tax credits, while Ameren Illinois expects to make material income tax payments to Ameren (parent) in 2020 through 2023.
|
•
|
Ameren expects its cash used for currently planned capital expenditures and dividends to exceed cash provided by operating activities over the next several years. To fund a portion of these cash requirements, beginning in the first quarter of 2018, Ameren began using newly issued shares, rather than market-purchased shares, to satisfy requirements under its DRPlus and employee benefit plans and expects to continue to do so over the next five years.
Ameren also plans to issue incremental common equity to fund a portion of Ameren Missouri’s wind generation investments. Ameren, Ameren Missouri, and Ameren Illinois expect their respective equity to total capitalization levels over the period ending December 2023 to remain in-line with their respective equity to total capitalization levels as of December 31, 2018.
Ameren Missouri and Ameren Illinois expect to fund cash flow needs through debt issuances, adjustments of dividends to Ameren (parent), and/or capital contributions from Ameren (parent).
|
Accounting Estimate
|
|
Uncertainties Affecting Application
|
•
|
Regulatory environment and external regulatory decisions and requirements
|
•
|
Anticipated future regulatory decisions and our assessment of their impact
|
•
|
The impact of prudence reviews, complaint cases, limitations on electric rate increases in Missouri, and opposition during the ratemaking process that may limit our ability to timely recover costs and earn a fair return on our investments
|
•
|
Ameren Illinois’ assessment of and ability to estimate the current year’s electric distribution service costs to be reflected in revenues and recovered from customers in a subsequent year under performance-based formula ratemaking framework
|
•
|
Ameren Illinois’ and ATXI’s assessment of and ability to estimate the current year’s electric transmission service costs to be reflected in revenues and recovered from customers in a subsequent year under the FERC ratemaking frameworks
|
•
|
Ameren Missouri’s estimate of revenue recovery under the MEEIA plans
|
•
|
Future rate of return on pension and other plan assets
|
•
|
Valuation inputs and assumptions used in the fair value measurements of plan assets, excluding those inputs that are readily observable
|
•
|
Discount rate
|
•
|
Future compensation increase assumption
|
•
|
Health care cost trend rates
|
•
|
Timing of employee retirements and mortality assumptions
|
•
|
Ability to recover certain benefit plan costs from our customers
|
•
|
Changing market conditions that may affect investment and interest rate environments
|
•
|
Estimating financial impact of events
|
•
|
Estimating likelihood of various potential outcomes
|
•
|
Regulatory and political environments and requirements
|
•
|
Outcome of legal proceedings, settlements, or other factors
|
•
|
Changes in regulation, expected scope of work, technology or timing of environmental remediation
|
•
|
Changes in business, industry, laws, technology, or economic and market conditions affecting forecasted financial condition and/or results of operations
|
•
|
Estimates of the amount and character of future taxable income and forecasted use of our tax credit carryforwards
|
•
|
Enacted tax rates applicable to taxable income in years in which temporary differences are recovered or settled
|
•
|
Effectiveness of implementing tax planning strategies
|
•
|
Changes in income tax laws, including amounts subject to income tax, and the regulatory treatment of any tax reform changes
|
•
|
Results of audits and examinations by taxing authorities
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
•
|
long-term and short-term variable-rate debt;
|
•
|
fixed-rate debt;
|
•
|
United States Treasury bonds; and
|
•
|
the discount rate applicable to asset retirement obligations, goodwill, and defined pension and postretirement benefit plans.
|
|
2019
|
|
2020
|
|
2021 - 2023
|
|||
Ameren:
|
|
|
|
|
|
|||
Coal
|
98
|
%
|
|
67
|
%
|
|
28
|
%
|
Coal transportation
|
100
|
|
|
99
|
|
|
97
|
|
Nuclear fuel
|
100
|
|
|
85
|
|
|
61
|
|
Natural gas for distribution
(a)
|
74
|
|
|
33
|
|
|
13
|
|
Purchased power for Ameren Illinois
(b)
|
69
|
|
|
35
|
|
|
11
|
|
Ameren Missouri:
|
|
|
|
|
|
|||
Coal
|
98
|
%
|
|
67
|
%
|
|
28
|
%
|
Coal transportation
|
100
|
|
|
99
|
|
|
97
|
|
Nuclear fuel
|
100
|
|
|
85
|
|
|
61
|
|
Natural gas for distribution
(a)
|
62
|
|
|
27
|
|
|
5
|
|
Ameren Illinois:
|
|
|
|
|
|
|||
Natural gas for distribution
(a)
|
76
|
%
|
|
34
|
%
|
|
14
|
%
|
Purchased power
(b)
|
69
|
|
|
35
|
|
|
11
|
|
(a)
|
Represents the percentage of natural gas price-hedged for peak winter season of November through March. The year 2019 represents January 2019 through March 2019. The year 2020 represents November 2019 through March 2020. This continues each successive year through March 2023.
|
(b)
|
Represents the percentage of purchased power price-hedged for fixed-price residential and non-residential customers with less than 150 kilowatts of demand.
|
|
Ameren
Missouri
|
|
Ameren
Illinois
|
|
Ameren
|
||||||
Fair value of contracts at beginning of year, net assets (liabilities)
|
$
|
8
|
|
|
$
|
(217
|
)
|
|
$
|
(209
|
)
|
Contracts realized or otherwise settled during the period
|
(8
|
)
|
|
25
|
|
|
17
|
|
|||
Fair value of new contracts entered into during the period
|
(7
|
)
|
|
2
|
|
|
(5
|
)
|
|||
Other changes in fair value
|
(3
|
)
|
|
(4
|
)
|
|
(7
|
)
|
|||
Fair value of contracts outstanding at end of year, net assets (liabilities)
|
$
|
(10
|
)
|
|
$
|
(194
|
)
|
|
$
|
(204
|
)
|
Sources of Fair Value
|
2019
|
|
2020 – 2021
|
|
2022 – 2023
|
|
2024 and Thereafter
|
|
Total
Fair Value
|
||||||||||
Ameren Missouri:
|
|
|
|
|
|
|
|
|
|
||||||||||
Level 1
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
Level 2
(a)
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Level 3
(b)
|
(1
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Total
|
$
|
(5
|
)
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(10
|
)
|
Ameren Illinois:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Level 1
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Level 2
(a)
|
(5
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||
Level 3
(b)
|
(16
|
)
|
|
(30
|
)
|
|
(30
|
)
|
|
(110
|
)
|
|
(186
|
)
|
|||||
Total
|
$
|
(21
|
)
|
|
$
|
(33
|
)
|
|
$
|
(30
|
)
|
|
$
|
(110
|
)
|
|
$
|
(194
|
)
|
Ameren:
|
|
|
|
|
|
|
|
|
|
||||||||||
Level 1
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
Level 2
(a)
|
(9
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||||
Level 3
(b)
|
(17
|
)
|
|
(33
|
)
|
|
(30
|
)
|
|
(110
|
)
|
|
(190
|
)
|
|||||
Total
|
$
|
(26
|
)
|
|
$
|
(38
|
)
|
|
$
|
(30
|
)
|
|
$
|
(110
|
)
|
|
$
|
(204
|
)
|
(a)
|
Principally fixed-price vs. floating over-the-counter power swaps, power forwards, and fixed-price vs. floating over-the-counter natural gas swaps.
|
(b)
|
Principally power forward contract values based on information from external sources, historical results, and our estimates. Level 3 also includes option contract values based on an option valuation model.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
AMEREN CORPORATION
CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
(In millions, except per share amounts)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Revenues:
|
|
|
|
|
|
||||||
Electric
|
$
|
5,339
|
|
|
$
|
5,307
|
|
|
$
|
5,196
|
|
Natural gas
|
952
|
|
|
867
|
|
|
880
|
|
|||
Total operating revenues
|
6,291
|
|
|
6,174
|
|
|
6,076
|
|
|||
Operating Expenses:
|
|
|
|
|
|
||||||
Fuel
|
769
|
|
|
737
|
|
|
745
|
|
|||
Purchased power
|
581
|
|
|
638
|
|
|
623
|
|
|||
Natural gas purchased for resale
|
374
|
|
|
311
|
|
|
341
|
|
|||
Other operations and maintenance
|
1,772
|
|
|
1,705
|
|
|
1,733
|
|
|||
Depreciation and amortization
|
955
|
|
|
896
|
|
|
845
|
|
|||
Taxes other than income taxes
|
483
|
|
|
477
|
|
|
467
|
|
|||
Total operating expenses
|
4,934
|
|
|
4,764
|
|
|
4,754
|
|
|||
Operating Income
|
1,357
|
|
|
1,410
|
|
|
1,322
|
|
|||
Other Income, Net
|
102
|
|
|
86
|
|
|
101
|
|
|||
Interest Charges
|
401
|
|
|
391
|
|
|
382
|
|
|||
Income Before Income Taxes
|
1,058
|
|
|
1,105
|
|
|
1,041
|
|
|||
Income Taxes
|
237
|
|
|
576
|
|
|
382
|
|
|||
Net Income
|
821
|
|
|
529
|
|
|
659
|
|
|||
Less: Net Income Attributable to Noncontrolling Interests
|
6
|
|
|
6
|
|
|
6
|
|
|||
Net Income Attributable to Ameren Common Shareholders
|
$
|
815
|
|
|
$
|
523
|
|
|
$
|
653
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Net Income
|
$
|
821
|
|
|
$
|
529
|
|
|
$
|
659
|
|
Other Comprehensive Income (Loss), Net of Taxes
|
|
|
|
|
|
||||||
Pension and other postretirement benefit plan activity, net of income taxes (benefit) of $(1), $3, and $(7), respectively
|
(4
|
)
|
|
5
|
|
|
(20
|
)
|
|||
Comprehensive Income
|
817
|
|
|
534
|
|
|
639
|
|
|||
Less: Comprehensive Income Attributable to Noncontrolling Interests
|
6
|
|
|
6
|
|
|
6
|
|
|||
Comprehensive Income Attributable to Ameren Common Shareholders
|
$
|
811
|
|
|
$
|
528
|
|
|
$
|
633
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Earnings per Common Share – Basic
|
$
|
3.34
|
|
|
$
|
2.16
|
|
|
$
|
2.69
|
|
|
|
|
|
|
|
||||||
Earnings per Common Share – Diluted
|
$
|
3.32
|
|
|
$
|
2.14
|
|
|
$
|
2.68
|
|
|
|
|
|
|
|
||||||
Weighted-average Common Shares Outstanding – Basic
|
243.8
|
|
|
242.6
|
|
|
242.6
|
|
|||
Weighted-average Common Shares Outstanding – Diluted
|
245.8
|
|
|
244.2
|
|
|
243.4
|
|
AMEREN CORPORATION
CONSOLIDATED BALANCE SHEET
(In millions, except per share amounts)
|
|||||||
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
16
|
|
|
$
|
10
|
|
Accounts receivable – trade (less allowance for doubtful accounts of $18 and $19, respectively)
|
463
|
|
|
445
|
|
||
Unbilled revenue
|
295
|
|
|
323
|
|
||
Miscellaneous accounts receivable
|
79
|
|
|
70
|
|
||
Inventories
|
483
|
|
|
522
|
|
||
Current regulatory assets
|
134
|
|
|
144
|
|
||
Other current assets
|
63
|
|
|
98
|
|
||
Total current assets
|
1,533
|
|
|
1,612
|
|
||
Property, Plant, and Equipment, Net
|
22,810
|
|
|
21,466
|
|
||
Investments and Other Assets:
|
|
|
|
||||
Nuclear decommissioning trust fund
|
684
|
|
|
704
|
|
||
Goodwill
|
411
|
|
|
411
|
|
||
Regulatory assets
|
1,127
|
|
|
1,230
|
|
||
Other assets
|
650
|
|
|
522
|
|
||
Total investments and other assets
|
2,872
|
|
|
2,867
|
|
||
TOTAL ASSETS
|
$
|
27,215
|
|
|
$
|
25,945
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
580
|
|
|
$
|
841
|
|
Short-term debt
|
597
|
|
|
484
|
|
||
Accounts and wages payable
|
817
|
|
|
902
|
|
||
Taxes accrued
|
53
|
|
|
52
|
|
||
Interest accrued
|
93
|
|
|
99
|
|
||
Customer deposits
|
116
|
|
|
108
|
|
||
Current regulatory liabilities
|
149
|
|
|
128
|
|
||
Other current liabilities
|
282
|
|
|
326
|
|
||
Total current liabilities
|
2,687
|
|
|
2,940
|
|
||
Long-term Debt, Net
|
7,859
|
|
|
7,094
|
|
||
Deferred Credits and Other Liabilities:
|
|
|
|
||||
Accumulated deferred income taxes, net
|
2,623
|
|
|
2,506
|
|
||
Accumulated deferred investment tax credits
|
43
|
|
|
49
|
|
||
Regulatory liabilities
|
4,637
|
|
|
4,387
|
|
||
Asset retirement obligations
|
627
|
|
|
638
|
|
||
Pension and other postretirement benefits
|
558
|
|
|
545
|
|
||
Other deferred credits and liabilities
|
408
|
|
|
460
|
|
||
Total deferred credits and other liabilities
|
8,896
|
|
|
8,585
|
|
||
Commitments and Contingencies (Notes 2, 9, and 14)
|
|
|
|
|
|
||
Ameren Corporation Shareholders’ Equity:
|
|
|
|
||||
Common stock, $.01 par value, 400.0 shares authorized – shares outstanding of 244.5 and 242.6, respectively
|
2
|
|
|
2
|
|
||
Other paid-in capital, principally premium on common stock
|
5,627
|
|
|
5,540
|
|
||
Retained earnings
|
2,024
|
|
|
1,660
|
|
||
Accumulated other comprehensive loss
|
(22
|
)
|
|
(18
|
)
|
||
Total Ameren Corporation shareholders’ equity
|
7,631
|
|
|
7,184
|
|
||
Noncontrolling Interests
|
142
|
|
|
142
|
|
||
Total equity
|
7,773
|
|
|
7,326
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
27,215
|
|
|
$
|
25,945
|
|
AMEREN CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
821
|
|
|
$
|
529
|
|
|
$
|
659
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
938
|
|
|
876
|
|
|
835
|
|
|||
Amortization of nuclear fuel
|
95
|
|
|
76
|
|
|
88
|
|
|||
Amortization of debt issuance costs and premium/discounts
|
20
|
|
|
22
|
|
|
22
|
|
|||
Deferred income taxes and investment tax credits, net
|
224
|
|
|
539
|
|
|
386
|
|
|||
Allowance for equity funds used during construction
|
(36
|
)
|
|
(24
|
)
|
|
(27
|
)
|
|||
Stock-based compensation costs
|
20
|
|
|
17
|
|
|
17
|
|
|||
Other
|
44
|
|
|
(10
|
)
|
|
4
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
(24
|
)
|
|
(53
|
)
|
|
(71
|
)
|
|||
Inventories
|
39
|
|
|
17
|
|
|
11
|
|
|||
Accounts and wages payable
|
(22
|
)
|
|
32
|
|
|
19
|
|
|||
Taxes accrued
|
(10
|
)
|
|
55
|
|
|
13
|
|
|||
Regulatory assets and liabilities
|
201
|
|
|
36
|
|
|
215
|
|
|||
Assets, other
|
2
|
|
|
34
|
|
|
(21
|
)
|
|||
Liabilities, other
|
(117
|
)
|
|
(7
|
)
|
|
(17
|
)
|
|||
Pension and other postretirement benefits
|
(25
|
)
|
|
(21
|
)
|
|
(16
|
)
|
|||
Net cash provided by operating activities
|
2,170
|
|
|
2,118
|
|
|
2,117
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(2,286
|
)
|
|
(2,132
|
)
|
|
(2,076
|
)
|
|||
Nuclear fuel expenditures
|
(52
|
)
|
|
(63
|
)
|
|
(55
|
)
|
|||
Purchases of securities – nuclear decommissioning trust fund
|
(315
|
)
|
|
(321
|
)
|
|
(322
|
)
|
|||
Sales and maturities of securities – nuclear decommissioning trust fund
|
299
|
|
|
305
|
|
|
304
|
|
|||
Other
|
18
|
|
|
7
|
|
|
(9
|
)
|
|||
Net cash used in investing activities
|
(2,336
|
)
|
|
(2,204
|
)
|
|
(2,158
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
Dividends on common stock
|
(451
|
)
|
|
(431
|
)
|
|
(416
|
)
|
|||
Dividends paid to noncontrolling interest holders
|
(6
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|||
Short-term debt, net
|
112
|
|
|
(74
|
)
|
|
257
|
|
|||
Maturities of long-term debt
|
(841
|
)
|
|
(681
|
)
|
|
(395
|
)
|
|||
Issuances of long-term debt
|
1,352
|
|
|
1,345
|
|
|
396
|
|
|||
Issuances of common stock
|
74
|
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
(14
|
)
|
|
(11
|
)
|
|
(9
|
)
|
|||
Repurchases of common stock for stock-based compensation
|
—
|
|
|
(24
|
)
|
|
(51
|
)
|
|||
Employee payroll taxes related to stock-based compensation
|
(19
|
)
|
|
(15
|
)
|
|
(32
|
)
|
|||
Other
|
(2
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||
Net cash provided by (used in) financing activities
|
205
|
|
|
102
|
|
|
(258
|
)
|
|||
Net change in cash, cash equivalents, and restricted cash
|
39
|
|
|
16
|
|
|
(299
|
)
|
|||
Cash, cash equivalents, and restricted cash at beginning of year
|
68
|
|
|
52
|
|
|
351
|
|
|||
Cash, cash equivalents, and restricted cash at end of year
|
$
|
107
|
|
|
$
|
68
|
|
|
$
|
52
|
|
|
|
|
|
|
|
||||||
Noncash financing activity – Issuance of common stock for stock-based compensation
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Cash Paid (Refunded) During the Year:
|
|
|
|
|
|
||||||
Interest (net of $21, $14, and $15 capitalized, respectively)
|
$
|
387
|
|
|
$
|
370
|
|
|
$
|
358
|
|
Income taxes, net
|
21
|
|
|
(19
|
)
|
|
(12
|
)
|
AMEREN CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(In millions)
|
|||||||||||
|
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Common Stock
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
|
|
|
|
|
||||||
Other Paid-in Capital:
|
|
|
|
|
|
||||||
Beginning of year
|
5,540
|
|
|
5,556
|
|
|
5,616
|
|
|||
Shares issued under the DRPlus and 401(k) plan
|
74
|
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation activity
|
13
|
|
|
(16
|
)
|
|
(60
|
)
|
|||
Other paid-in capital, end of year
|
5,627
|
|
|
5,540
|
|
|
5,556
|
|
|||
Retained Earnings:
|
|
|
|
|
|
||||||
Beginning of year
|
1,660
|
|
|
1,568
|
|
|
1,331
|
|
|||
Net income attributable to Ameren common shareholders
|
815
|
|
|
523
|
|
|
653
|
|
|||
Dividends
|
(451
|
)
|
|
(431
|
)
|
|
(416
|
)
|
|||
Retained earnings, end of year
|
2,024
|
|
|
1,660
|
|
|
1,568
|
|
|||
Accumulated Other Comprehensive Income (Loss):
|
|
|
|
|
|
||||||
Deferred retirement benefit costs, beginning of year
|
(18
|
)
|
|
(23
|
)
|
|
(3
|
)
|
|||
Change in deferred retirement benefit costs
|
(4
|
)
|
|
5
|
|
|
(20
|
)
|
|||
Deferred retirement benefit costs, end of year
|
(22
|
)
|
|
(18
|
)
|
|
(23
|
)
|
|||
Total accumulated other comprehensive loss, end of year
|
(22
|
)
|
|
(18
|
)
|
|
(23
|
)
|
|||
Total Ameren Corporation Shareholders’ Equity
|
$
|
7,631
|
|
|
$
|
7,184
|
|
|
$
|
7,103
|
|
|
|
|
|
|
|
||||||
Noncontrolling Interests:
|
|
|
|
|
|
||||||
Beginning of year
|
142
|
|
|
142
|
|
|
142
|
|
|||
Net income attributable to noncontrolling interest holders
|
6
|
|
|
6
|
|
|
6
|
|
|||
Dividends paid to noncontrolling interest holders
|
(6
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|||
Noncontrolling interests, end of year
|
142
|
|
|
142
|
|
|
142
|
|
|||
Total Equity
|
$
|
7,773
|
|
|
$
|
7,326
|
|
|
$
|
7,245
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Common stock shares outstanding at beginning of year
|
242.6
|
|
|
242.6
|
|
|
242.6
|
|
|||
Shares issued under the DRPlus and 401(k) plan
|
1.2
|
|
|
—
|
|
|
—
|
|
|||
Shares issued for stock-based compensation
|
0.7
|
|
|
—
|
|
|
—
|
|
|||
Common stock shares outstanding at end of year
|
244.5
|
|
|
242.6
|
|
|
242.6
|
|
|||
|
|
|
|
|
|
||||||
Dividends per common share
|
$
|
1.8475
|
|
|
$
|
1.7775
|
|
|
$
|
1.7150
|
|
UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)
STATEMENT OF INCOME
(In millions)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Revenues:
|
|
|
|
|
|
||||||
Electric
|
$
|
3,451
|
|
|
$
|
3,411
|
|
|
$
|
3,396
|
|
Natural gas
|
138
|
|
|
126
|
|
|
128
|
|
|||
Total operating revenues
|
3,589
|
|
|
3,537
|
|
|
3,524
|
|
|||
Operating Expenses:
|
|
|
|
|
|
||||||
Fuel
|
769
|
|
|
737
|
|
|
745
|
|
|||
Purchased power
|
164
|
|
|
245
|
|
|
254
|
|
|||
Natural gas purchased for resale
|
56
|
|
|
47
|
|
|
49
|
|
|||
Other operations and maintenance
|
972
|
|
|
925
|
|
|
912
|
|
|||
Depreciation and amortization
|
550
|
|
|
533
|
|
|
514
|
|
|||
Taxes other than income taxes
|
329
|
|
|
328
|
|
|
325
|
|
|||
Total operating expenses
|
2,840
|
|
|
2,815
|
|
|
2,799
|
|
|||
Operating Income
|
749
|
|
|
722
|
|
|
725
|
|
|||
Other Income, Net
|
56
|
|
|
65
|
|
|
62
|
|
|||
Interest Charges
|
200
|
|
|
207
|
|
|
211
|
|
|||
Income Before Income Taxes
|
605
|
|
|
580
|
|
|
576
|
|
|||
Income Taxes
|
124
|
|
|
254
|
|
|
216
|
|
|||
Net Income
|
$
|
481
|
|
|
$
|
326
|
|
|
$
|
360
|
|
Preferred Stock Dividends
|
3
|
|
|
3
|
|
|
3
|
|
|||
Net Income Available to Common Shareholder
|
$
|
478
|
|
|
$
|
323
|
|
|
$
|
357
|
|
UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)
BALANCE SHEET
(In millions, except per share amounts)
|
|||||||
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
Accounts receivable – trade (less allowance for doubtful accounts of $7 and $7, respectively)
|
223
|
|
|
200
|
|
||
Accounts receivable – affiliates
|
14
|
|
|
11
|
|
||
Unbilled revenue
|
155
|
|
|
165
|
|
||
Miscellaneous accounts receivable
|
42
|
|
|
35
|
|
||
Inventories
|
358
|
|
|
388
|
|
||
Current regulatory assets
|
14
|
|
|
56
|
|
||
Other current assets
|
26
|
|
|
50
|
|
||
Total current assets
|
832
|
|
|
905
|
|
||
Property, Plant, and Equipment, Net
|
12,103
|
|
|
11,751
|
|
||
Investments and Other Assets:
|
|
|
|
||||
Nuclear decommissioning trust fund
|
684
|
|
|
704
|
|
||
Regulatory assets
|
366
|
|
|
395
|
|
||
Other assets
|
306
|
|
|
288
|
|
||
Total investments and other assets
|
1,356
|
|
|
1,387
|
|
||
TOTAL ASSETS
|
$
|
14,291
|
|
|
$
|
14,043
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
580
|
|
|
$
|
384
|
|
Short-term debt
|
55
|
|
|
39
|
|
||
Accounts and wages payable
|
428
|
|
|
475
|
|
||
Accounts payable – affiliates
|
69
|
|
|
60
|
|
||
Taxes accrued
|
27
|
|
|
30
|
|
||
Interest accrued
|
52
|
|
|
54
|
|
||
Current regulatory liabilities
|
68
|
|
|
19
|
|
||
Other current liabilities
|
123
|
|
|
103
|
|
||
Total current liabilities
|
1,402
|
|
|
1,164
|
|
||
Long-term Debt, Net
|
3,418
|
|
|
3,577
|
|
||
Deferred Credits and Other Liabilities:
|
|
|
|
||||
Accumulated deferred income taxes, net
|
1,534
|
|
|
1,650
|
|
||
Accumulated deferred investment tax credits
|
42
|
|
|
48
|
|
||
Regulatory liabilities
|
2,799
|
|
|
2,664
|
|
||
Asset retirement obligations
|
623
|
|
|
634
|
|
||
Pension and other postretirement benefits
|
228
|
|
|
213
|
|
||
Other deferred credits and liabilities
|
16
|
|
|
12
|
|
||
Total deferred credits and other liabilities
|
5,242
|
|
|
5,221
|
|
||
Commitments and Contingencies (Notes 2, 9, 13, and 14)
|
|
|
|
||||
Shareholders’ Equity:
|
|
|
|
||||
Common stock, $5 par value, 150.0 shares authorized – 102.1 shares outstanding
|
511
|
|
|
511
|
|
||
Other paid-in capital, principally premium on common stock
|
1,903
|
|
|
1,858
|
|
||
Preferred stock
|
80
|
|
|
80
|
|
||
Retained earnings
|
1,735
|
|
|
1,632
|
|
||
Total shareholders’ equity
|
4,229
|
|
|
4,081
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$
|
14,291
|
|
|
$
|
14,043
|
|
UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)
STATEMENT OF CASH FLOWS
(In millions)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
481
|
|
|
$
|
326
|
|
|
$
|
360
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
533
|
|
|
514
|
|
|
506
|
|
|||
Amortization of nuclear fuel
|
95
|
|
|
76
|
|
|
88
|
|
|||
Amortization of debt issuance costs and premium/discounts
|
6
|
|
|
6
|
|
|
6
|
|
|||
Deferred income taxes and investment tax credits, net
|
(9
|
)
|
|
82
|
|
|
179
|
|
|||
Allowance for equity funds used during construction
|
(27
|
)
|
|
(21
|
)
|
|
(23
|
)
|
|||
Other
|
17
|
|
|
4
|
|
|
5
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
(32
|
)
|
|
(46
|
)
|
|
5
|
|
|||
Inventories
|
30
|
|
|
18
|
|
|
(4
|
)
|
|||
Accounts and wages payable
|
(21
|
)
|
|
27
|
|
|
(18
|
)
|
|||
Taxes accrued
|
(1
|
)
|
|
(1
|
)
|
|
11
|
|
|||
Regulatory assets and liabilities
|
201
|
|
|
26
|
|
|
84
|
|
|||
Assets, other
|
2
|
|
|
31
|
|
|
(25
|
)
|
|||
Liabilities, other
|
(13
|
)
|
|
(23
|
)
|
|
(1
|
)
|
|||
Pension and other postretirement benefits
|
(2
|
)
|
|
(2
|
)
|
|
(4
|
)
|
|||
Net cash provided by operating activities
|
1,260
|
|
|
1,017
|
|
|
1,169
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(914
|
)
|
|
(773
|
)
|
|
(738
|
)
|
|||
Nuclear fuel expenditures
|
(52
|
)
|
|
(63
|
)
|
|
(55
|
)
|
|||
Purchases of securities – nuclear decommissioning trust fund
|
(315
|
)
|
|
(321
|
)
|
|
(322
|
)
|
|||
Sales and maturities of securities – nuclear decommissioning trust fund
|
299
|
|
|
305
|
|
|
304
|
|
|||
Money pool advances, net
|
—
|
|
|
161
|
|
|
(125
|
)
|
|||
Other
|
6
|
|
|
7
|
|
|
(1
|
)
|
|||
Net cash used in investing activities
|
(976
|
)
|
|
(684
|
)
|
|
(937
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
Dividends on common stock
|
(375
|
)
|
|
(362
|
)
|
|
(355
|
)
|
|||
Dividends on preferred stock
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|||
Short-term debt, net
|
16
|
|
|
39
|
|
|
—
|
|
|||
Maturities of long-term debt
|
(384
|
)
|
|
(431
|
)
|
|
(266
|
)
|
|||
Issuances of long-term debt
|
423
|
|
|
399
|
|
|
149
|
|
|||
Debt issuance costs
|
(5
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|||
Capital contribution from parent
|
45
|
|
|
30
|
|
|
44
|
|
|||
Net cash used in financing activities
|
(283
|
)
|
|
(331
|
)
|
|
(434
|
)
|
|||
Net change in cash, cash equivalents, and restricted cash
|
1
|
|
|
2
|
|
|
(202
|
)
|
|||
Cash, cash equivalents, and restricted cash at beginning of year
|
7
|
|
|
5
|
|
|
207
|
|
|||
Cash, cash equivalents, and restricted cash at end of year
|
$
|
8
|
|
|
$
|
7
|
|
|
$
|
5
|
|
|
|
|
|
|
|
||||||
Cash Paid During the Year:
|
|
|
|
|
|
||||||
Interest (net of $14, $10, and $12 capitalized, respectively)
|
$
|
196
|
|
|
$
|
202
|
|
|
$
|
209
|
|
Income taxes, net
|
128
|
|
|
178
|
|
|
27
|
|
UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)
STATEMENT OF SHAREHOLDERS’ EQUITY
(In millions)
|
|||||||||||
|
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Common Stock
|
$
|
511
|
|
|
$
|
511
|
|
|
$
|
511
|
|
|
|
|
|
|
|
||||||
Other Paid-in Capital:
|
|
|
|
|
|
||||||
Beginning of year
|
1,858
|
|
|
1,828
|
|
|
1,822
|
|
|||
Capital contribution from parent
|
45
|
|
|
30
|
|
|
6
|
|
|||
Other paid-in capital, end of year
|
1,903
|
|
|
1,858
|
|
|
1,828
|
|
|||
|
|
|
|
|
|
||||||
Preferred Stock
|
80
|
|
|
80
|
|
|
80
|
|
|||
|
|
|
|
|
|
||||||
Retained Earnings:
|
|
|
|
|
|
||||||
Beginning of year
|
1,632
|
|
|
1,671
|
|
|
1,669
|
|
|||
Net income
|
481
|
|
|
326
|
|
|
360
|
|
|||
Common stock dividends
|
(375
|
)
|
|
(362
|
)
|
|
(355
|
)
|
|||
Preferred stock dividends
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|||
Retained earnings, end of year
|
1,735
|
|
|
1,632
|
|
|
1,671
|
|
|||
|
|
|
|
|
|
||||||
Total Shareholders’ Equity
|
$
|
4,229
|
|
|
$
|
4,081
|
|
|
$
|
4,090
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Revenues:
|
|
|
|
|
|
||||||
Electric
|
$
|
1,761
|
|
|
$
|
1,784
|
|
|
$
|
1,735
|
|
Natural gas
|
815
|
|
|
743
|
|
|
754
|
|
|||
Total operating revenues
|
2,576
|
|
|
2,527
|
|
|
2,489
|
|
|||
Operating Expenses:
|
|
|
|
|
|
||||||
Purchased power
|
429
|
|
|
417
|
|
|
399
|
|
|||
Natural gas purchased for resale
|
318
|
|
|
264
|
|
|
292
|
|
|||
Other operations and maintenance
|
799
|
|
|
799
|
|
|
828
|
|
|||
Depreciation and amortization
|
374
|
|
|
341
|
|
|
319
|
|
|||
Taxes other than income taxes
|
144
|
|
|
137
|
|
|
132
|
|
|||
Total operating expenses
|
2,064
|
|
|
1,958
|
|
|
1,970
|
|
|||
Operating Income
|
512
|
|
|
569
|
|
|
519
|
|
|||
Other Income, Net
|
42
|
|
|
12
|
|
|
34
|
|
|||
Interest Charges
|
149
|
|
|
144
|
|
|
140
|
|
|||
Income Before Income Taxes
|
405
|
|
|
437
|
|
|
413
|
|
|||
Income Taxes
|
98
|
|
|
166
|
|
|
158
|
|
|||
Net Income
|
307
|
|
|
271
|
|
|
255
|
|
|||
Other Comprehensive Loss, Net of Taxes:
|
|
|
|
|
|
||||||
Pension and other postretirement benefit plan activity, net of income tax benefit of $-, $-, and $(1), respectively
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||
Comprehensive Income
|
$
|
307
|
|
|
$
|
271
|
|
|
$
|
250
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Net Income
|
$
|
307
|
|
|
$
|
271
|
|
|
$
|
255
|
|
Preferred Stock Dividends
|
3
|
|
|
3
|
|
|
3
|
|
|||
Net Income Available to Common Shareholder
|
$
|
304
|
|
|
$
|
268
|
|
|
$
|
252
|
|
AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)
BALANCE SHEET
(In millions)
|
|||||||
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
Accounts receivable – trade (less allowance for doubtful accounts of $11 and $12, respectively)
|
224
|
|
|
234
|
|
||
Accounts receivable – affiliates
|
21
|
|
|
9
|
|
||
Unbilled revenue
|
140
|
|
|
158
|
|
||
Miscellaneous accounts receivable
|
40
|
|
|
35
|
|
||
Inventories
|
125
|
|
|
134
|
|
||
Current regulatory assets
|
110
|
|
|
87
|
|
||
Other current assets
|
16
|
|
|
15
|
|
||
Total current assets
|
676
|
|
|
672
|
|
||
Property, Plant, and Equipment, Net
|
9,198
|
|
|
8,293
|
|
||
Investments and Other Assets:
|
|
|
|
||||
Goodwill
|
411
|
|
|
411
|
|
||
Regulatory assets
|
759
|
|
|
822
|
|
||
Other assets
|
275
|
|
|
147
|
|
||
Total investments and other assets
|
1,445
|
|
|
1,380
|
|
||
TOTAL ASSETS
|
$
|
11,319
|
|
|
$
|
10,345
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
—
|
|
|
$
|
457
|
|
Short-term debt
|
72
|
|
|
62
|
|
||
Accounts and wages payable
|
302
|
|
|
337
|
|
||
Accounts payable – affiliates
|
58
|
|
|
70
|
|
||
Taxes accrued
|
23
|
|
|
19
|
|
||
Interest accrued
|
31
|
|
|
33
|
|
||
Customer deposits
|
76
|
|
|
69
|
|
||
Current environmental remediation
|
42
|
|
|
42
|
|
||
Current regulatory liabilities
|
62
|
|
|
92
|
|
||
Other current liabilities
|
130
|
|
|
177
|
|
||
Total current liabilities
|
796
|
|
|
1,358
|
|
||
Long-term Debt, Net
|
3,296
|
|
|
2,373
|
|
||
Deferred Credits and Other Liabilities:
|
|
|
|
||||
Accumulated deferred income taxes, net
|
1,119
|
|
|
1,021
|
|
||
Regulatory liabilities
|
1,741
|
|
|
1,629
|
|
||
Pension and other postretirement benefits
|
280
|
|
|
285
|
|
||
Environmental remediation
|
109
|
|
|
134
|
|
||
Other deferred credits and liabilities
|
204
|
|
|
235
|
|
||
Total deferred credits and other liabilities
|
3,453
|
|
|
3,304
|
|
||
Commitments and Contingencies (Notes 2, 13, and 14)
|
|
|
|
|
|
||
Shareholders’ Equity:
|
|
|
|
||||
Common stock, no par value, 45.0 shares authorized – 25.5 shares outstanding
|
—
|
|
|
—
|
|
||
Other paid-in capital
|
2,173
|
|
|
2,013
|
|
||
Preferred stock
|
62
|
|
|
62
|
|
||
Retained earnings
|
1,539
|
|
|
1,235
|
|
||
Total shareholders’ equity
|
3,774
|
|
|
3,310
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$
|
11,319
|
|
|
$
|
10,345
|
|
AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)
STATEMENT OF CASH FLOWS
(In millions)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
307
|
|
|
$
|
271
|
|
|
$
|
255
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
375
|
|
|
341
|
|
|
318
|
|
|||
Amortization of debt issuance costs and premium/discounts
|
13
|
|
|
13
|
|
|
14
|
|
|||
Deferred income taxes and investment tax credits, net
|
88
|
|
|
171
|
|
|
154
|
|
|||
Other
|
11
|
|
|
—
|
|
|
(1
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
—
|
|
|
(7
|
)
|
|
(72
|
)
|
|||
Inventories
|
8
|
|
|
(1
|
)
|
|
15
|
|
|||
Accounts and wages payable
|
(13
|
)
|
|
19
|
|
|
12
|
|
|||
Taxes accrued
|
(13
|
)
|
|
18
|
|
|
1
|
|
|||
Regulatory assets and liabilities
|
1
|
|
|
16
|
|
|
120
|
|
|||
Assets, other
|
(1
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||
Liabilities, other
|
(92
|
)
|
|
3
|
|
|
(9
|
)
|
|||
Pension and other postretirement benefits
|
(25
|
)
|
|
(14
|
)
|
|
(8
|
)
|
|||
Net cash provided by operating activities
|
659
|
|
|
828
|
|
|
796
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(1,258
|
)
|
|
(1,076
|
)
|
|
(924
|
)
|
|||
Other
|
10
|
|
|
6
|
|
|
6
|
|
|||
Net cash used in investing activities
|
(1,248
|
)
|
|
(1,070
|
)
|
|
(918
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
Dividends on common stock
|
—
|
|
|
—
|
|
|
(110
|
)
|
|||
Dividends on preferred stock
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|||
Short-term debt, net
|
10
|
|
|
11
|
|
|
51
|
|
|||
Maturities of long-term debt
|
(457
|
)
|
|
(250
|
)
|
|
(129
|
)
|
|||
Issuances of long-term debt
|
929
|
|
|
496
|
|
|
247
|
|
|||
Debt issuance costs
|
(9
|
)
|
|
(6
|
)
|
|
(4
|
)
|
|||
Capital contribution from parent
|
160
|
|
|
8
|
|
|
—
|
|
|||
Other
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Net cash provided by financing activities
|
628
|
|
|
255
|
|
|
51
|
|
|||
Net change in cash and cash equivalents
|
39
|
|
|
13
|
|
|
(71
|
)
|
|||
Cash, cash equivalents, and restricted cash at beginning of year
|
41
|
|
|
28
|
|
|
99
|
|
|||
Cash, cash equivalents, and restricted cash at end of year
|
$
|
80
|
|
|
$
|
41
|
|
|
$
|
28
|
|
|
|
|
|
|
|
||||||
Cash Paid (Refunded) During the Year:
|
|
|
|
|
|
||||||
Interest (net of $7, $4, and $3 capitalized, respectively)
|
$
|
144
|
|
|
$
|
139
|
|
|
$
|
127
|
|
Income taxes, net
|
28
|
|
|
(22
|
)
|
|
8
|
|
AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)
STATEMENT OF SHAREHOLDERS’ EQUITY
(In millions)
|
|||||||||||
|
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Common Stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Other Paid-in Capital
|
|
|
|
|
|
||||||
Beginning of year
|
2,013
|
|
|
2,005
|
|
|
2,005
|
|
|||
Capital contribution from parent
|
160
|
|
|
8
|
|
|
—
|
|
|||
Other paid-in capital, end of year
|
2,173
|
|
|
2,013
|
|
|
2,005
|
|
|||
|
|
|
|
|
|
||||||
Preferred Stock
|
62
|
|
|
62
|
|
|
62
|
|
|||
|
|
|
|
|
|
||||||
Retained Earnings:
|
|
|
|
|
|
||||||
Beginning of year
|
1,235
|
|
|
967
|
|
|
825
|
|
|||
Net income
|
307
|
|
|
271
|
|
|
255
|
|
|||
Common stock dividends
|
—
|
|
|
—
|
|
|
(110
|
)
|
|||
Preferred stock dividends
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|||
Retained earnings, end of year
|
1,539
|
|
|
1,235
|
|
|
967
|
|
|||
|
|
|
|
|
|
||||||
Accumulated Other Comprehensive Income:
|
|
|
|
|
|
||||||
Deferred retirement benefit costs, beginning of year
|
—
|
|
|
—
|
|
|
5
|
|
|||
Change in deferred retirement benefit costs
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||
Deferred retirement benefit costs, end of year
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total accumulated other comprehensive income, end of year
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Total Shareholders’ Equity
|
$
|
3,774
|
|
|
$
|
3,310
|
|
|
$
|
3,034
|
|
•
|
Union Electric Company, doing business as Ameren Missouri, operates a rate-regulated electric generation, transmission, and distribution business and a rate-regulated natural gas distribution business in Missouri. Ameren Missouri was incorporated in Missouri in 1922 and is successor to a number of companies, the oldest of which was organized in 1881. It is the largest electric utility in the state of Missouri. It supplies electric and natural gas service to a
24,000
-square-mile area in central and eastern Missouri, which includes the Greater St. Louis area. Ameren Missouri supplies electric service to
1.2 million
customers and natural gas service to
0.1 million
customers.
|
•
|
Ameren Illinois Company, doing business as Ameren Illinois, operates rate-regulated electric transmission, electric distribution, and natural gas distribution businesses in Illinois. Ameren Illinois was incorporated in Illinois in 1923 and is the successor to a number of companies, the oldest of which was organized in 1902. Ameren Illinois supplies electric and natural gas utility service to a
40,000
square mile area in central and southern Illinois. Ameren Illinois supplies electric service to
1.2 million
customers and natural gas service to
0.8 million
customers.
|
•
|
Ameren Transmission Company of Illinois, doing business as ATXI,
operates a FERC rate-regulated electric transmission business.
ATXI was incorporated in Illinois in 2006.
ATXI is constructing MISO-approved electric transmission projects, including the Illinois Rivers and Mark Twain projects, and operates the Spoon River project, which was placed in service in February 2018. Ameren also evaluates competitive electric transmission investment opportunities as they arise.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||
Ameren
|
Ameren
Missouri |
Ameren
Illinois |
Ameren
|
Ameren
Missouri |
Ameren
Illinois |
||||||||||||||
Cash and cash equivalents
|
$
|
16
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
10
|
|
$
|
—
|
|
$
|
—
|
|
Restricted cash included in “Other current assets”
|
13
|
|
4
|
|
6
|
|
|
21
|
|
5
|
|
6
|
|
||||||
Restricted cash included in “Other assets”
|
74
|
|
—
|
|
74
|
|
|
35
|
|
—
|
|
35
|
|
||||||
Restricted cash included in “Nuclear decommissioning trust fund”
|
4
|
|
4
|
|
—
|
|
|
2
|
|
2
|
|
—
|
|
||||||
Total cash, cash equivalents, and restricted cash
|
$
|
107
|
|
$
|
8
|
|
$
|
80
|
|
|
$
|
68
|
|
$
|
7
|
|
$
|
41
|
|
|
|
Ameren Missouri
|
|
Ameren Illinois
|
|
Ameren
|
||||||
2018
|
|
|
|
|
|
|
||||||
Fuel
(a)
|
|
$
|
123
|
|
|
$
|
—
|
|
|
$
|
123
|
|
Natural gas stored underground
|
|
7
|
|
|
64
|
|
|
71
|
|
|||
Materials, supplies, and other
|
|
228
|
|
|
61
|
|
|
289
|
|
|||
Total inventories
|
|
$
|
358
|
|
|
$
|
125
|
|
|
$
|
483
|
|
2017
|
|
|
|
|
|
|
||||||
Fuel
(a)
|
|
$
|
154
|
|
|
$
|
—
|
|
|
$
|
154
|
|
Natural gas stored underground
|
|
8
|
|
|
74
|
|
|
82
|
|
|||
Materials, supplies, and other
|
|
226
|
|
|
60
|
|
|
286
|
|
|||
Total inventories
|
|
$
|
388
|
|
|
$
|
134
|
|
|
$
|
522
|
|
(a)
|
Consists of coal, oil, and propane.
|
|
2018
|
|
2017
|
|
2016
|
|||
Ameren Missouri
|
7
|
%
|
|
7
|
%
|
|
7
|
%
|
Ameren Illinois
|
5
|
%
|
|
4
|
%
|
|
5
|
%
|
•
|
macroeconomic conditions, including those conditions within Ameren Illinois’ service territory;
|
•
|
pending regulatory rate review outcomes and projections of future regulatory rate review outcomes;
|
•
|
changes in laws and potential law changes;
|
•
|
observable industry market multiples;
|
•
|
achievement of IEIMA and FEJA performance metrics and the yield of the 30-year United States Treasury bonds;
|
•
|
changes in the FERC-allowed return on equity with respect to transmission services; and
|
•
|
projected operating results and cash flows.
|
|
Ameren
Missouri
|
|
Ameren
Illinois
|
|
Ameren
|
|
||||||
Balance at December 31, 2016
|
$
|
644
|
|
|
$
|
6
|
|
|
$
|
650
|
|
|
Liabilities settled
|
(12
|
)
|
|
(1
|
)
|
|
(13
|
)
|
|
|||
Accretion
(a)
|
26
|
|
|
—
|
|
|
26
|
|
|
|||
Change in estimates
(b)
|
(18
|
)
|
|
(1
|
)
|
|
(19
|
)
|
|
|||
Balance at December 31, 2017
|
$
|
640
|
|
(c)
|
$
|
4
|
|
(d)
|
$
|
644
|
|
(c)
|
Liabilities settled
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|
|||
Accretion
(a)
|
27
|
|
|
—
|
|
|
27
|
|
|
|||
Change in estimates
(e)
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|
|||
Balance at December 31, 2018
|
$
|
646
|
|
(c)
|
$
|
4
|
|
(d)
|
$
|
650
|
|
(c)
|
(a)
|
Ameren Missouri’s accretion expense was deferred as a decrease to regulatory liabilities.
|
(b)
|
Ameren Missouri changed its fair value estimate primarily because of an extension of the remediation period of certain CCR storage facilities, an update to the decommissioning of the Callaway energy center to reflect the cost study and funding analysis filed with the MoPSC in 2017, and an increase in the assumed discount rate.
|
(c)
|
Balance included
$23 million
and
$6 million
in “Other current liabilities” on the balance sheet as of
December 31, 2018
and
2017
, respectively.
|
(d)
|
Included in “Other deferred credits and liabilities” on the balance sheet.
|
(e)
|
Ameren Missouri changed its fair value estimate primarily due to a reduction in the cost estimate for closure of certain CCR storage facilities.
|
|
2018
|
|
2017
|
|
2016
|
|
||||||
Ameren Missouri
|
$
|
164
|
|
|
$
|
153
|
|
|
$
|
151
|
|
|
Ameren Illinois
|
118
|
|
|
112
|
|
(a)
|
108
|
|
(a)
|
|||
Ameren
|
$
|
282
|
|
|
$
|
265
|
|
|
$
|
259
|
|
|
(a)
|
Amounts have been adjusted from those previously reported to reflect additional excise taxes for the years ended December 31, 2017 and 2016.
|
|
|
2018
|
|
2017
|
|||||||||||||||||||||
|
|
Ameren
Missouri
|
|
Ameren
Illinois
|
|
Ameren
|
|
|
Ameren
Missouri
|
|
Ameren
Illinois
|
|
Ameren
|
||||||||||||
Regulatory assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Under-recovered FAC
(a)
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
|
$
|
47
|
|
|
$
|
—
|
|
|
$
|
47
|
|
Under-recovered PGA
(b)
|
|
—
|
|
|
7
|
|
|
7
|
|
|
|
1
|
|
|
13
|
|
|
14
|
|
||||||
MTM derivative losses
(c)
|
|
19
|
|
|
197
|
|
|
216
|
|
|
|
12
|
|
|
217
|
|
|
229
|
|
||||||
IEIMA revenue requirement reconciliation adjustment
(d)(e)
|
|
—
|
|
|
70
|
|
|
70
|
|
|
|
—
|
|
|
78
|
|
|
78
|
|
||||||
FERC revenue requirement reconciliation adjustment
(f)
|
|
—
|
|
|
16
|
|
|
30
|
|
|
|
—
|
|
|
25
|
|
|
37
|
|
||||||
Under-recovered VBA rider
(g)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
15
|
|
|
15
|
|
||||||
Pension and postretirement benefit costs
(h)
|
|
103
|
|
|
149
|
|
|
252
|
|
|
|
84
|
|
|
215
|
|
|
299
|
|
||||||
Income taxes
(i)
|
|
119
|
|
|
68
|
|
|
185
|
|
|
|
139
|
|
|
56
|
|
|
197
|
|
||||||
Callaway costs
(e)(j)
|
|
22
|
|
|
—
|
|
|
22
|
|
|
|
25
|
|
|
—
|
|
|
25
|
|
||||||
Unamortized loss on reacquired debt
(k)
|
|
58
|
|
|
40
|
|
|
98
|
|
|
|
61
|
|
|
49
|
|
|
110
|
|
||||||
Environmental cost riders
(l)
|
|
—
|
|
|
148
|
|
|
148
|
|
|
|
—
|
|
|
173
|
|
|
173
|
|
||||||
Storm costs
(e)(m)
|
|
—
|
|
|
13
|
|
|
13
|
|
|
|
—
|
|
|
10
|
|
|
10
|
|
||||||
Demand-side costs before the MEEIA implementation
(e)(n)
|
|
5
|
|
|
—
|
|
|
5
|
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||||
Workers’ compensation claims
(o)
|
|
4
|
|
|
7
|
|
|
11
|
|
|
|
5
|
|
|
7
|
|
|
12
|
|
||||||
Construction accounting for pollution control equipment
(e)(p)
|
|
16
|
|
|
—
|
|
|
16
|
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||||
Solar rebate program
(e)(q)
|
|
14
|
|
|
—
|
|
|
14
|
|
|
|
31
|
|
|
—
|
|
|
31
|
|
||||||
FEJA energy-efficiency riders
(e)(r)
|
|
—
|
|
|
136
|
|
|
136
|
|
|
|
—
|
|
|
41
|
|
|
41
|
|
||||||
Other
|
|
17
|
|
|
18
|
|
|
35
|
|
|
|
17
|
|
|
10
|
|
|
27
|
|
||||||
Total regulatory assets
|
|
$
|
380
|
|
|
$
|
869
|
|
|
$
|
1,261
|
|
|
|
$
|
451
|
|
|
$
|
909
|
|
|
$
|
1,374
|
|
Less: current regulatory assets
|
|
(14
|
)
|
|
(110
|
)
|
|
(134
|
)
|
|
|
(56
|
)
|
|
(87
|
)
|
|
(144
|
)
|
||||||
Noncurrent regulatory assets
|
|
$
|
366
|
|
|
$
|
759
|
|
|
$
|
1,127
|
|
|
|
$
|
395
|
|
|
$
|
822
|
|
|
$
|
1,230
|
|
Regulatory liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Over-recovered FAC
(a)
|
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
34
|
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Over-recovered Illinois electric power costs
(b)
|
|
—
|
|
|
12
|
|
|
12
|
|
|
|
—
|
|
|
16
|
|
|
16
|
|
||||||
Over-recovered PGA
(b)
|
|
7
|
|
|
3
|
|
|
10
|
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Over-recovered VBA rider
(g)
|
|
—
|
|
|
8
|
|
|
8
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
MTM derivative gains
(c)
|
|
5
|
|
|
3
|
|
|
8
|
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||||
FERC revenue requirement reconciliation adjustment
(f)
|
|
—
|
|
|
17
|
|
|
19
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Energy-efficiency riders
(s)
|
|
19
|
|
|
3
|
|
|
22
|
|
|
|
2
|
|
|
40
|
|
|
42
|
|
||||||
Estimated refund for FERC complaint case
(t)
|
|
—
|
|
|
26
|
|
|
44
|
|
|
|
—
|
|
|
25
|
|
|
42
|
|
||||||
Income taxes
(i)
|
|
1,484
|
|
|
843
|
|
|
2,413
|
|
|
|
1,392
|
|
|
842
|
|
|
2,323
|
|
||||||
Asset removal costs
(u)
|
|
1,027
|
|
|
774
|
|
|
1,811
|
|
|
|
995
|
|
|
725
|
|
|
1,725
|
|
||||||
AROs
(v)
|
|
175
|
|
|
—
|
|
|
175
|
|
|
|
223
|
|
|
—
|
|
|
223
|
|
||||||
Pension and postretirement benefit costs tracker
(w)
|
|
43
|
|
|
—
|
|
|
43
|
|
|
|
35
|
|
|
—
|
|
|
35
|
|
||||||
Renewable energy credits and zero emission credits
(x)
|
|
—
|
|
|
102
|
|
|
102
|
|
|
|
—
|
|
|
58
|
|
|
58
|
|
||||||
Excess income taxes collected in 2018
(y)
|
|
60
|
|
|
—
|
|
|
60
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
|
13
|
|
|
12
|
|
|
25
|
|
|
|
16
|
|
|
14
|
|
|
30
|
|
||||||
Total regulatory liabilities
|
|
$
|
2,867
|
|
|
$
|
1,803
|
|
|
$
|
4,786
|
|
|
|
$
|
2,683
|
|
|
$
|
1,721
|
|
|
$
|
4,515
|
|
Less: current regulatory liabilities
|
|
(68
|
)
|
|
(62
|
)
|
|
(149
|
)
|
|
|
(19
|
)
|
|
(92
|
)
|
|
$
|
(128
|
)
|
|||||
Noncurrent regulatory liabilities
|
|
$
|
2,799
|
|
|
$
|
1,741
|
|
|
$
|
4,637
|
|
|
|
$
|
2,664
|
|
|
$
|
1,629
|
|
|
$
|
4,387
|
|
(a)
|
Under-recovered or over-recovered fuel costs to be recovered or refunded through the FAC. Specific accumulation periods aggregate the under-recovered or over-recovered costs over four months, any related adjustments that occur over the following four months, and the recovery from, or refund to, customers that occurs over the next eight months.
|
(b)
|
Under-recovered or over-recovered costs from utility customers. Amounts will be recovered from, or refunded to, customers within one year of the deferral.
|
(c)
|
Deferral of commodity-related derivative MTM losses or gains. See Note 7 – Derivative Financial Instruments for additional information.
|
(d)
|
The difference between Ameren Illinois’ electric distribution service annual revenue requirement calculated under the performance-based formula ratemaking framework and the revenue requirement included in customer rates for that year. Any under-recovery or over-recovery will be recovered from, or refunded to, customers with interest within two years.
|
(e)
|
These assets earn a return.
|
(f)
|
Ameren Illinois’ and ATXI’s annual revenue requirement reconciliation calculated pursuant to the FERC’s electric transmission formula ratemaking framework. Any under-recovery or over-recovery will be recovered from, or refunded to, customers within two years.
|
(g)
|
Under-recovered or over-recovered natural gas revenue caused by sales volume deviations from weather normalized sales approved by the ICC in rate regulatory reviews. Each year’s amount will be recovered from, or refunded to, customers from April through December of the following year.
|
(h)
|
These costs are being amortized in proportion to the recognition of prior service costs (credits) and actuarial losses (gains) attributable to Ameren’s pension plan and postretirement benefit plans. See Note 10 – Retirement Benefits for additional information.
|
(i)
|
The regulatory assets represent deferred income taxes that will be recovered from customers related to the equity component of allowance for funds used during construction and the effects of tax rate changes from the TCJA and the increased income tax rate in Illinois. The regulatory liabilities represent deferred income taxes that will be refunded to customers related to depreciation differences, other tax liabilities, and the unamortized portion of investment tax credits recorded at rates in excess of current statutory rates. Amounts associated with the equity component of allowance for funds used during construction, and the unamortized portion of investment tax credits will be amortized over the expected life of the related assets. The amortization periods for depreciation differences are determined in rate orders by the applicable regulators and range from
7
to
60
years. See Note 12 – Income Taxes for amounts related to the revaluation of deferred income taxes under the TCJA.
|
(j)
|
Ameren Missouri’s Callaway energy center operations and maintenance expenses, property taxes, and carrying costs incurred between the plant in-service date and the date the plant was reflected in rates. These costs are being amortized over the original remaining life of the energy center.
|
(k)
|
Losses related to reacquired debt. These amounts are being amortized over the lives of the related new debt issuances or the original lives of the old debt issuances if no new debt was issued.
|
(l)
|
The recoverable portion of accrued environmental site liabilities that will be collected from electric and natural gas customers through ICC-approved cost recovery riders. The period of recovery will depend on the timing of remediation expenditures. See Note 14 – Commitments and Contingencies for additional information.
|
(m)
|
Storm costs from 2015, 2016, and 2018 deferred in accordance with the IEIMA. These costs are being amortized over five-year periods beginning in the year the storm occurred.
|
(n)
|
Demand-side costs incurred prior to implementation of the MEEIA in 2013, including the costs of developing, implementing, and evaluating customer energy-efficiency and demand response programs. The MoPSC’s March 2017 electric rate order modified certain amortization periods for these costs. Costs incurred from May 2008 through September 2008, and from January 2010 through July 2012, are being amortized over a two-year period that began in April 2017. Costs incurred from October 2008 through December 2009 are no longer being amortized as of April 2017, and a new amortization period for these costs will be determined in a future regulatory rate review. Costs incurred from August 2012 through December 2012 are being amortized over a six-year period that began in June 2015.
|
(o)
|
The period of recovery will depend on the timing of actual expenditures.
|
(p)
|
The MoPSC’s May 2010 electric rate order allowed Ameren Missouri to record an allowance for funds used during construction for pollution control equipment at its Sioux energy center until the cost of that equipment was included in customer rates beginning in 2011. These costs are being amortized over the expected life of the Sioux energy center, currently through 2033.
|
(q)
|
Costs associated with Ameren Missouri’s solar rebate program to fulfill its renewable energy requirements. Costs incurred from 2010 to 2014 are being amortized over a two-year period that began in April 2017 as modified per the MoPSC’s March 2017 electric rate order. Costs incurred from 2015 to 2016 are being amortized over a three-year period that began in April 2017.
|
(r)
|
Electric energy-efficiency program investment deferrals which earn a return at Ameren Illinois’ weighted-average cost of capital with the equity return based on the annual average of the monthly yields of the 30-year United States Treasury bonds plus 580 basis points. The investments are being amortized over their weighted-average useful lives beginning in the period in which they were made, with current remaining amortization periods ranging from
8
to
12
years.
|
(s)
|
The Ameren Missouri balance relates to the MEEIA. The MEEIA rider allows Ameren Missouri to collect from, or refund to, customers any annual difference in the actual amounts incurred and the amounts collected from customers for the MEEIA program costs, lost electric margins, and the performance incentive. Under the MEEIA rider, collections from or refunds to customers occur one year after the program costs, and lost electric margins are incurred or any performance incentive are earned. The Ameren Illinois balance relates to a regulatory tracking mechanism to recover its electric pre-FEJA costs and natural gas costs associated with developing, implementing, and evaluating customer energy efficiency and demand response programs. Any under-recovery or over-recovery will be collected from, or refunded to, customers over the year following the plan year.
|
(t)
|
Estimated refunds to transmission customers related to the February 2015 FERC complaint case discussed above.
|
(u)
|
Estimated funds collected for the eventual dismantling and removal of plant retired from service, net of salvage value.
|
(v)
|
Recoverable or refundable removal costs for AROs, including net realized and unrealized gains and losses related to the nuclear decommissioning trust fund investments. See Note 1 – Summary of Significant Accounting Policies – Asset Retirement Obligations.
|
(w)
|
A regulatory tracking mechanism for the difference between the level of pension and postretirement benefit costs incurred by Ameren Missouri and the level of such costs included in customer rates. For costs incurred prior to August 2012, the amounts are being amortized over a two-year period that began in April 2017 as modified per the MoPSC’s March 2017 electric rate order. For costs incurred between August 2012 and December 2014, the MoPSC’s May 2015 electric rate order directed the amortization period to occur over a five-year period that began in June 2015. For costs incurred between January 2015 and December 2016, the MoPSC’s March 2017 electric rate order directed the amortization period to occur over a five-year period that began in April 2017. For costs incurred after December 2016, the amortization period will be determined in a future electric regulatory rate review.
|
(x)
|
Funds collected for the purchase of renewable energy credits and zero emission credits through IPA procurements. The balance will be amortized as the credits are purchased.
|
(y)
|
The excess amount collected in rates related to the TCJA from January 1, 2018, through July 31, 2018. The regulatory liability will be reflected in customer rates over a period of time to be determined by the MoPSC in the next regulatory rate review.
|
|
|
Ameren
Missouri
(a)
|
|
Ameren
Illinois
|
|
Other
|
|
Ameren
(a)
|
||||||||
2018
|
|
|
|
|
|
|
|
|
||||||||
Property, plant, and equipment at original cost:
(b)
|
|
|
|
|
|
|
|
|
||||||||
Electric generation
|
|
$
|
11,432
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,432
|
|
Electric distribution
|
|
5,989
|
|
|
5,970
|
|
|
—
|
|
|
11,959
|
|
||||
Electric transmission
|
|
1,277
|
|
|
2,647
|
|
|
1,385
|
|
|
5,309
|
|
||||
Natural gas
|
|
500
|
|
|
2,701
|
|
|
—
|
|
|
3,201
|
|
||||
Other
(c)
|
|
1,008
|
|
|
863
|
|
|
230
|
|
|
2,101
|
|
||||
|
|
20,206
|
|
|
12,181
|
|
|
1,615
|
|
|
34,002
|
|
||||
Less: Accumulated depreciation and amortization
|
|
8,726
|
|
|
3,294
|
|
|
253
|
|
|
12,273
|
|
||||
|
|
11,480
|
|
|
8,887
|
|
|
1,362
|
|
|
21,729
|
|
||||
Construction work in progress:
|
|
|
|
|
|
|
|
|
||||||||
Nuclear fuel in process
|
|
217
|
|
|
—
|
|
|
—
|
|
|
217
|
|
||||
Other
|
|
406
|
|
|
311
|
|
|
147
|
|
|
864
|
|
||||
Property, plant, and equipment, net
|
|
$
|
12,103
|
|
|
$
|
9,198
|
|
|
$
|
1,509
|
|
|
$
|
22,810
|
|
2017
|
|
|
|
|
|
|
|
|
||||||||
Property, plant, and equipment at original cost:
(b)
|
|
|
|
|
|
|
|
|
||||||||
Electric generation
|
|
$
|
11,132
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,132
|
|
Electric distribution
|
|
5,766
|
|
|
5,649
|
|
|
—
|
|
|
11,415
|
|
||||
Electric transmission
|
|
1,201
|
|
|
2,298
|
|
|
1,167
|
|
|
4,666
|
|
||||
Natural gas
|
|
474
|
|
|
2,419
|
|
|
—
|
|
|
2,893
|
|
||||
Other
(c)
|
|
922
|
|
|
757
|
|
|
242
|
|
|
1,921
|
|
||||
|
|
19,495
|
|
|
11,123
|
|
|
1,409
|
|
|
32,027
|
|
||||
Less: Accumulated depreciation and amortization
|
|
8,305
|
|
|
3,082
|
|
|
246
|
|
|
11,633
|
|
||||
|
|
11,190
|
|
|
8,041
|
|
|
1,163
|
|
|
20,394
|
|
||||
Construction work in progress:
|
|
|
|
|
|
|
|
|
||||||||
Nuclear fuel in process
|
|
148
|
|
|
—
|
|
|
—
|
|
|
148
|
|
||||
Other
|
|
413
|
|
|
252
|
|
|
259
|
|
|
924
|
|
||||
Property, plant, and equipment, net
|
|
$
|
11,751
|
|
|
$
|
8,293
|
|
|
$
|
1,422
|
|
|
$
|
21,466
|
|
(a)
|
Amounts in Ameren and Ameren Missouri include
two
CTs under separate agreements. The gross cumulative asset value of those agreements was
$235 million
and
$233 million
at
December 31, 2018
and
2017
, respectively. The total accumulated depreciation associated with the
two
CTs was
$89 million
and
$83 million
at
December 31, 2018
and
2017
, respectively. See Note 5 – Long-term Debt and Equity Financings for additional information on these agreements.
|
(b)
|
The estimated lives for each asset group are as follows:
5
to
72
years for electric generation, excluding Ameren Missouri’s hydro generating assets which have useful lives of up to
150
years,
20
to
80
years for electric distribution,
50
to
75
years for electric transmission,
20
to
80
years for natural gas, and
5
to
55
years for other.
|
(c)
|
Other property, plant, and equipment includes assets used to support electric and natural gas services.
|
|
|
Amortization Expense
(a)
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
||||||||||||||||||
|
|
2018
|
2017
|
2016
|
|
2018
|
2017
|
|
2018
|
2017
|
||||||||||||||
Ameren
|
|
$
|
71
|
|
$
|
58
|
|
$
|
52
|
|
|
$
|
734
|
|
$
|
655
|
|
|
$
|
(514
|
)
|
$
|
(466
|
)
|
Ameren Missouri
|
|
24
|
|
20
|
|
17
|
|
|
223
|
|
191
|
|
|
(125
|
)
|
(107
|
)
|
|||||||
Ameren Illinois
|
|
44
|
|
36
|
|
33
|
|
|
297
|
|
241
|
|
|
(183
|
)
|
(146
|
)
|
(a)
|
As of
December 31, 2018
, the estimated amortization expense of capitalized software for each of the five succeeding years is not expected to differ materially from the current year expense.
|
|
Ameren
|
|
Ameren
Missouri
|
|
Ameren
Illinois
|
||||||
Accrued capital expenditures:
|
|
|
|
|
|
||||||
2018
|
$
|
272
|
|
|
$
|
121
|
|
|
$
|
138
|
|
2017
|
361
|
|
|
159
|
|
|
175
|
|
|||
2016
|
251
|
|
|
116
|
|
|
87
|
|
|||
Accrued nuclear fuel expenditures:
|
|
|
|
|
|
||||||
2018
|
$
|
20
|
|
|
$
|
20
|
|
|
$
|
—
|
|
2017
|
10
|
|
|
10
|
|
|
—
|
|
|||
2016
|
20
|
|
|
20
|
|
|
—
|
|
|
|
Missouri
Credit Agreement
|
Illinois
Credit Agreement
|
||||
Ameren (parent)
|
|
$
|
700
|
|
$
|
500
|
|
Ameren Missouri
|
|
800
|
|
(a)
|
|
||
Ameren Illinois
|
|
(a)
|
|
800
|
|
(a)
|
Not applicable.
|
|
|
Ameren (parent)
|
Ameren Missouri
|
Ameren Illinois
|
Ameren Consolidated
|
|||||||||
2018
|
|
|
|
|
|
|
||||||||
Average daily commercial paper outstanding
|
|
$
|
410
|
|
|
$
|
61
|
|
$
|
108
|
|
$
|
579
|
|
Outstanding borrowings at period-end
|
|
470
|
|
|
55
|
|
72
|
|
597
|
|
||||
Weighted-average interest rate
|
|
2.31
|
%
|
|
1.94
|
%
|
2.26
|
%
|
2.26
|
%
|
||||
Peak outstanding commercial paper during period
(a)
|
|
$
|
543
|
|
|
$
|
481
|
|
$
|
442
|
|
$
|
1,295
|
|
Peak interest rate
|
|
3.10
|
%
|
|
2.80
|
%
|
2.85
|
%
|
3.10
|
%
|
||||
2017
|
|
|
|
|
|
|
||||||||
Average daily commercial paper outstanding
|
|
$
|
573
|
|
|
$
|
5
|
|
$
|
90
|
|
$
|
668
|
|
Outstanding borrowings at period-end
|
|
383
|
|
|
39
|
|
62
|
|
484
|
|
||||
Weighted-average interest rate
|
|
1.30
|
%
|
|
1.24
|
%
|
1.35
|
%
|
1.31
|
%
|
||||
Peak outstanding commercial paper during period
(a)
|
|
$
|
841
|
|
|
$
|
64
|
|
$
|
469
|
|
$
|
948
|
|
Peak interest rate
|
|
1.90
|
%
|
|
1.78
|
%
|
2.00
|
%
|
2.00
|
%
|
(a)
|
The timing of peak outstanding commercial paper issuances varies by company. Therefore, the sum of the peak amounts presented by the companies may not equal the Ameren consolidated peak amount for the period.
|
|
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:
|
(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
|
(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
|
|
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.
|
|
|
|
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
.
|
|
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.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Ameren:
|
|
|
|
|
|
||||||
Other Income, Net
|
|
|
|
|
|
||||||
Allowance for equity funds used during construction
|
$
|
36
|
|
|
$
|
24
|
|
|
$
|
27
|
|
Interest income on industrial development revenue bonds
|
26
|
|
|
26
|
|
|
27
|
|
|||
Other interest income
|
7
|
|
|
8
|
|
|
13
|
|
|||
Non-service cost components of net periodic benefit income
|
70
|
|
(a)
|
44
|
|
|
56
|
|
|||
Other income
|
8
|
|
|
5
|
|
|
10
|
|
|||
Donations
|
(33
|
)
|
|
(8
|
)
|
|
(16
|
)
|
|||
Other expense
|
(12
|
)
|
|
(13
|
)
|
|
(16
|
)
|
|||
Total Other Income, Net
|
$
|
102
|
|
|
$
|
86
|
|
|
$
|
101
|
|
Ameren Missouri:
|
|
|
|
|
|
||||||
Other Income, Net
|
|
|
|
|
|
||||||
Allowance for equity funds used during construction
|
$
|
27
|
|
|
$
|
21
|
|
|
$
|
23
|
|
Interest income on industrial development revenue bonds
|
26
|
|
|
26
|
|
|
27
|
|
|||
Other interest income
|
2
|
|
|
1
|
|
|
1
|
|
|||
Non-service cost components of net periodic benefit income
|
17
|
|
(a)
|
22
|
|
|
18
|
|
|||
Other income
|
4
|
|
|
3
|
|
|
3
|
|
|||
Donations
|
(14
|
)
|
|
(2
|
)
|
|
(4
|
)
|
|||
Other expense
|
(6
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|||
Total Other Income, Net
|
$
|
56
|
|
|
$
|
65
|
|
|
$
|
62
|
|
Ameren Illinois:
|
|
|
|
|
|
||||||
Other Income, Net
|
|
|
|
|
|
||||||
Allowance for equity funds used during construction
|
$
|
9
|
|
|
$
|
3
|
|
|
$
|
4
|
|
Interest income
|
6
|
|
|
7
|
|
|
12
|
|
|||
Non-service cost components of net periodic benefit income
|
34
|
|
|
10
|
|
|
24
|
|
|||
Other income
|
3
|
|
|
2
|
|
|
6
|
|
|||
Donations
|
(6
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|||
Other expense
|
(4
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|||
Total Other Income, Net
|
$
|
42
|
|
|
$
|
12
|
|
|
$
|
34
|
|
(a)
|
For the year ended
December 31, 2018
, the non-service cost components of net periodic benefit income were partially offset by a
$17 million
deferral 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.
|
•
|
an unrealized appreciation or depreciation of our contracted commitments to purchase or sell when purchase or sale prices under the commitments are compared with current commodity prices;
|
•
|
market values of natural gas inventories that differ from the cost of those commodities in inventory; and
|
•
|
actual cash outlays for the purchase of these commodities that differ from anticipated cash outlays.
|
|
Quantity (in millions)
|
|||||||||||
|
2018
|
2017
|
||||||||||
Commodity
|
Ameren Missouri
|
Ameren Illinois
|
Ameren
|
Ameren Missouri
|
Ameren Illinois
|
Ameren
|
||||||
Fuel oils (in gallons)
(a)
|
66
|
|
—
|
|
66
|
|
28
|
|
—
|
|
28
|
|
Natural gas (in mmbtu)
|
19
|
|
154
|
|
173
|
|
24
|
|
139
|
|
163
|
|
Power (in megawatthours)
|
1
|
|
8
|
|
9
|
|
3
|
|
9
|
|
12
|
|
(a)
|
Consists of ultra-low-sulfur diesel products.
|
|
2018
|
|
|
2017
|
|||||||||||||||||||||
Commodity
|
Balance Sheet Location
|
|
Ameren
Missouri
|
|
|
Ameren
Illinois
|
|
|
Ameren
|
|
|
|
Ameren
Missouri
|
|
|
Ameren
Illinois
|
|
|
Ameren
|
||||||
Fuel oils
|
Other current assets
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
Other assets
|
|
5
|
|
|
|
—
|
|
|
|
5
|
|
|
|
|
2
|
|
|
|
—
|
|
|
|
2
|
|
Natural gas
|
Other current assets
|
|
—
|
|
|
|
1
|
|
|
|
1
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Other assets
|
|
—
|
|
|
|
2
|
|
|
|
2
|
|
|
|
|
1
|
|
|
|
—
|
|
|
|
1
|
|
Power
|
Other current assets
|
|
4
|
|
|
|
—
|
|
|
|
4
|
|
|
|
|
9
|
|
|
|
—
|
|
|
|
9
|
|
|
Total assets
|
$
|
12
|
|
|
$
|
3
|
|
|
$
|
15
|
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
17
|
|
Fuel oils
|
Other current liabilities
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other deferred credits and liabilities
|
|
9
|
|
|
|
—
|
|
|
|
9
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Natural gas
|
Other current liabilities
|
|
4
|
|
|
|
8
|
|
|
|
12
|
|
|
|
|
5
|
|
|
|
12
|
|
|
|
17
|
|
|
Other deferred credits and liabilities
|
|
1
|
|
|
|
6
|
|
|
|
7
|
|
|
|
|
3
|
|
|
|
10
|
|
|
|
13
|
|
Power
|
Other current liabilities
|
|
4
|
|
|
|
14
|
|
|
|
18
|
|
|
|
|
1
|
|
|
|
13
|
|
|
|
14
|
|
|
Other deferred credits and liabilities
|
|
—
|
|
|
|
169
|
|
|
|
169
|
|
|
|
|
—
|
|
|
|
182
|
|
|
|
182
|
|
|
Total liabilities
|
$
|
22
|
|
|
$
|
197
|
|
|
$
|
219
|
|
|
|
$
|
9
|
|
|
$
|
217
|
|
|
$
|
226
|
|
|
Aggregate Fair Value of
Derivative Liabilities
(a)
|
|
Cash
Collateral Posted
|
|
Potential Aggregate Amount of
Additional Collateral Required
(b)
|
||||||
Ameren Missouri
|
$
|
76
|
|
|
$
|
4
|
|
|
$
|
64
|
|
Ameren Illinois
|
37
|
|
|
—
|
|
|
30
|
|
|||
Ameren
|
$
|
113
|
|
|
$
|
4
|
|
|
$
|
94
|
|
(a)
|
Before consideration of master netting arrangements or similar agreements and including NPNS and other accrual contract exposures.
|
(b)
|
As collateral requirements with certain counterparties are based on master netting arrangements or similar agreements, the aggregate amount of additional collateral required to be posted is determined after consideration of the effects of such arrangements.
|
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|||||||||||||||||||||||
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Ameren
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Derivative assets – commodity contracts
(a)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Fuel oils
|
$
|
1
|
|
$
|
—
|
|
$
|
7
|
|
$
|
8
|
|
|
|
$
|
4
|
|
$
|
—
|
|
$
|
3
|
|
$
|
7
|
|
|
|
Natural gas
|
—
|
|
2
|
|
1
|
|
3
|
|
|
|
—
|
|
—
|
|
1
|
|
1
|
|
|
||||||||
|
Power
|
—
|
|
1
|
|
3
|
|
4
|
|
|
|
—
|
|
1
|
|
8
|
|
9
|
|
|
||||||||
|
Total derivative assets – commodity contracts
|
$
|
1
|
|
$
|
3
|
|
$
|
11
|
|
$
|
15
|
|
|
|
$
|
4
|
|
$
|
1
|
|
$
|
12
|
|
$
|
17
|
|
|
|
Nuclear decommissioning trust fund:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
U.S. large capitalization
|
$
|
427
|
|
$
|
—
|
|
$
|
—
|
|
$
|
427
|
|
|
|
$
|
468
|
|
$
|
—
|
|
$
|
—
|
|
$
|
468
|
|
|
|
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
U.S. Treasury and agency securities
|
—
|
|
148
|
|
—
|
|
148
|
|
|
|
—
|
|
125
|
|
—
|
|
125
|
|
|
||||||||
|
Corporate bonds
|
—
|
|
72
|
|
—
|
|
72
|
|
|
|
—
|
|
82
|
|
—
|
|
82
|
|
|
||||||||
|
Other
|
—
|
|
32
|
|
—
|
|
32
|
|
|
|
—
|
|
25
|
|
—
|
|
25
|
|
|
||||||||
|
Total nuclear decommissioning trust fund
|
$
|
427
|
|
$
|
252
|
|
$
|
—
|
|
$
|
679
|
|
(b)
|
|
$
|
468
|
|
$
|
232
|
|
$
|
—
|
|
$
|
700
|
|
(b)
|
|
Total Ameren
|
$
|
428
|
|
$
|
255
|
|
$
|
11
|
|
$
|
694
|
|
|
|
$
|
472
|
|
$
|
233
|
|
$
|
12
|
|
$
|
717
|
|
|
Ameren Missouri
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Derivative assets – commodity contracts
(a)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Fuel oils
|
$
|
1
|
|
$
|
—
|
|
$
|
7
|
|
$
|
8
|
|
|
|
$
|
4
|
|
$
|
—
|
|
$
|
3
|
|
$
|
7
|
|
|
|
Natural gas
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
1
|
|
1
|
|
|
||||||||
|
Power
|
—
|
|
1
|
|
3
|
|
4
|
|
|
|
—
|
|
1
|
|
8
|
|
9
|
|
|
||||||||
|
Total derivative assets – commodity contracts
|
$
|
1
|
|
$
|
1
|
|
$
|
10
|
|
$
|
12
|
|
|
|
$
|
4
|
|
$
|
1
|
|
$
|
12
|
|
$
|
17
|
|
|
|
Nuclear decommissioning trust fund:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
U.S. large capitalization
|
$
|
427
|
|
$
|
—
|
|
$
|
—
|
|
$
|
427
|
|
|
|
$
|
468
|
|
$
|
—
|
|
$
|
—
|
|
$
|
468
|
|
|
|
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
U.S. Treasury and agency securities
|
—
|
|
148
|
|
—
|
|
148
|
|
|
|
—
|
|
125
|
|
—
|
|
125
|
|
|
||||||||
|
Corporate bonds
|
—
|
|
72
|
|
—
|
|
72
|
|
|
|
—
|
|
82
|
|
—
|
|
82
|
|
|
||||||||
|
Other
|
—
|
|
32
|
|
—
|
|
32
|
|
|
|
—
|
|
25
|
|
—
|
|
25
|
|
|
||||||||
|
Total nuclear decommissioning trust fund
|
$
|
427
|
|
$
|
252
|
|
$
|
—
|
|
$
|
679
|
|
(b)
|
|
$
|
468
|
|
$
|
232
|
|
$
|
—
|
|
$
|
700
|
|
(b)
|
|
Total Ameren Missouri
|
$
|
428
|
|
$
|
253
|
|
$
|
10
|
|
$
|
691
|
|
|
|
$
|
472
|
|
$
|
233
|
|
$
|
12
|
|
$
|
717
|
|
|
Ameren Illinois
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Derivative assets – commodity contracts
(a)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Natural gas
|
$
|
—
|
|
$
|
2
|
|
$
|
1
|
|
$
|
3
|
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Ameren
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Derivative liabilities – commodity contracts
(a):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Fuel oils
|
$
|
2
|
|
$
|
—
|
|
$
|
11
|
|
$
|
13
|
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
Natural gas
|
—
|
|
15
|
|
4
|
|
19
|
|
|
|
1
|
|
25
|
|
4
|
|
30
|
|
|
||||||||
|
Power
|
—
|
|
1
|
|
186
|
|
187
|
|
|
|
—
|
|
—
|
|
196
|
|
196
|
|
|
||||||||
|
Total Ameren
|
$
|
2
|
|
$
|
16
|
|
$
|
201
|
|
$
|
219
|
|
|
|
$
|
1
|
|
$
|
25
|
|
$
|
200
|
|
$
|
226
|
|
|
Ameren Missouri
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Derivative liabilities – commodity contracts
(a)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Fuel oils
|
$
|
2
|
|
$
|
—
|
|
$
|
11
|
|
$
|
13
|
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
Natural gas
|
—
|
|
5
|
|
—
|
|
5
|
|
|
|
—
|
|
7
|
|
1
|
|
8
|
|
|
||||||||
|
Power
|
—
|
|
1
|
|
3
|
|
4
|
|
|
|
—
|
|
—
|
|
1
|
|
1
|
|
|
||||||||
|
Total Ameren Missouri
|
$
|
2
|
|
$
|
6
|
|
$
|
14
|
|
$
|
22
|
|
|
|
$
|
—
|
|
$
|
7
|
|
$
|
2
|
|
$
|
9
|
|
|
Ameren Illinois
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Derivative liabilities – commodity contracts
(a)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Natural gas
|
$
|
—
|
|
$
|
10
|
|
$
|
4
|
|
$
|
14
|
|
|
|
$
|
1
|
|
$
|
18
|
|
$
|
3
|
|
$
|
22
|
|
|
|
Power
|
—
|
|
—
|
|
183
|
|
183
|
|
|
|
—
|
|
—
|
|
195
|
|
195
|
|
|
||||||||
|
Total Ameren Illinois
|
$
|
—
|
|
$
|
10
|
|
$
|
187
|
|
$
|
197
|
|
|
|
$
|
1
|
|
$
|
18
|
|
$
|
198
|
|
$
|
217
|
|
|
(a)
|
The derivative asset and liability balances are presented net of registrant and counterparty credit considerations.
|
(b)
|
Balance excludes
$5 million
and
$4 million
of cash and cash equivalents, receivables, payables, and accrued income, net for
December 31, 2018
and
2017
, respectively.
|
|
2018
|
|
|
2017
|
||||||||||||||||
|
Ameren
Missouri
|
Ameren
Illinois
|
Ameren
|
|
|
Ameren
Missouri
|
Ameren
Illinois
|
Ameren
|
||||||||||||
Beginning balance at January 1
|
$
|
7
|
|
$
|
(195
|
)
|
$
|
(188
|
)
|
|
|
$
|
7
|
|
$
|
(185
|
)
|
$
|
(178
|
)
|
Realized and unrealized gains (losses) included in regulatory assets/liabilities
|
(6
|
)
|
—
|
|
(6
|
)
|
|
|
(4
|
)
|
(21
|
)
|
(25
|
)
|
||||||
Purchases
|
5
|
|
—
|
|
5
|
|
|
|
14
|
|
—
|
|
14
|
|
||||||
Sales
|
—
|
|
—
|
|
—
|
|
|
|
1
|
|
—
|
|
1
|
|
||||||
Settlements
|
(5
|
)
|
12
|
|
7
|
|
|
|
(11
|
)
|
11
|
|
—
|
|
||||||
Transfers out of Level 3
|
(1
|
)
|
—
|
|
(1
|
)
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Ending balance at December 31
|
$
|
—
|
|
$
|
(183
|
)
|
$
|
(183
|
)
|
|
|
$
|
7
|
|
$
|
(195
|
)
|
$
|
(188
|
)
|
Change in unrealized gains (losses) related to assets/liabilities held at December 31
|
$
|
(1
|
)
|
$
|
(2
|
)
|
$
|
(3
|
)
|
|
|
$
|
—
|
|
$
|
(22
|
)
|
$
|
(22
|
)
|
|
|
Fair Value
(a)
|
|
|
|
|
Weighted
|
|||||
|
Commodity
|
Assets
|
Liabilities
|
|
Valuation Technique(s)
|
Unobservable Input
|
Range
|
Average
|
||||
2018
|
Power
(b)
|
$
|
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
|
||||
|
|
|
|
|
|
Escalation rate(%)
(c)(d)
|
4
–
5
|
4
|
||||
2017
|
Power
(b)
|
$
|
8
|
|
$
|
(196
|
)
|
|
Discounted cash flow
|
Average forward peak and off-peak pricing – forwards/swaps($/MWh)
(c)
|
24 – 46
|
28
|
|
|
|
|
|
|
Nodal basis($/MWh)
(c)
|
(10) – 0
|
(2)
|
||||
|
|
|
|
|
Fundamental energy production model
|
Estimated future natural gas prices($/mmbtu)
(c)
|
3 – 4
|
3
|
||||
|
|
|
|
|
|
Escalation rate(%)
(c)(d)
|
5
|
5
|
(b)
|
Power valuations use visible third-party pricing evaluated by month for peak and off-peak demand through 2022 and 2021 for December 31, 2018 and 2017, respectively. Valuations beyond 2022 and 2021 for December 31, 2018 and 2017, respectively, 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)
|
Escalation rate applies to power prices in 2031 and beyond.
|
|
December 31, 2018
|
||||||||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
|
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||
Ameren:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents, and restricted cash
|
$
|
107
|
|
|
$
|
107
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
107
|
|
Investments in held-to-maturity debt securities
(a)
|
270
|
|
|
—
|
|
|
270
|
|
|
—
|
|
|
270
|
|
|||||
Short-term debt
|
597
|
|
|
—
|
|
|
597
|
|
|
—
|
|
|
597
|
|
|||||
Long-term debt (including current portion)
(a)
|
8,439
|
|
(b)
|
—
|
|
|
8,240
|
|
|
429
|
|
(c)
|
8,669
|
|
|||||
Ameren Missouri:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents, and restricted cash
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
Investments in held-to-maturity debt securities
(a)
|
270
|
|
|
—
|
|
|
270
|
|
|
—
|
|
|
270
|
|
|||||
Short-term debt
|
55
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|||||
Long-term debt (including current portion)
(a)
|
3,998
|
|
(b)
|
—
|
|
|
4,156
|
|
|
—
|
|
|
4,156
|
|
|||||
Ameren Illinois:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents, and restricted cash
|
$
|
80
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
80
|
|
Short-term debt
|
72
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|
72
|
|
|||||
Long-term debt (including current portion)
|
3,296
|
|
(b)
|
—
|
|
|
3,391
|
|
|
—
|
|
|
3,391
|
|
|||||
|
December 31, 2017
|
||||||||||||||||||
Ameren:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents, and restricted cash
|
$
|
68
|
|
|
$
|
68
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
68
|
|
Investments in held-to-maturity debt securities
(a)
|
276
|
|
|
—
|
|
|
276
|
|
|
—
|
|
|
276
|
|
|||||
Short-term debt
|
484
|
|
|
—
|
|
|
484
|
|
|
—
|
|
|
484
|
|
|||||
Long-term debt (including current portion)
(a)
|
7,935
|
|
(b)
|
—
|
|
|
8,531
|
|
|
—
|
|
|
8,531
|
|
|||||
Ameren Missouri:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents, and restricted cash
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7
|
|
Investments in held-to-maturity debt securities
(a)
|
276
|
|
|
—
|
|
|
276
|
|
|
—
|
|
|
276
|
|
|||||
Short-term debt
|
39
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
39
|
|
|||||
Long-term debt (including current portion)
(a)
|
3,961
|
|
(b)
|
—
|
|
|
4,348
|
|
|
—
|
|
|
4,348
|
|
|||||
Ameren Illinois:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents, and restricted cash
|
$
|
41
|
|
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
41
|
|
Short-term debt
|
62
|
|
|
—
|
|
|
62
|
|
|
—
|
|
|
62
|
|
|||||
Long-term debt (including current portion)
|
2,830
|
|
(b)
|
—
|
|
|
3,028
|
|
|
—
|
|
|
3,028
|
|
(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
December 31, 2018
and
2017
, 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
$58 million
,
$22 million
, and
$31 million
for Ameren, Ameren Missouri, and Ameren Illinois, respectively, as of
December 31, 2018
. Included unamortized debt issuance costs, which were excluded from the fair value measurement, of
$50 million
,
$20 million
, and
$24 million
for Ameren, Ameren Missouri, and Ameren Illinois, respectively, as of
December 31, 2017
.
|
(c)
|
The Level 3 fair value amount consists of ATXI’s senior unsecured notes. In the first quarter of 2018, the amount was transferred to Level 3 because inputs to the valuation model became unobservable during the period.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Proceeds from sales and maturities
|
$
|
299
|
|
|
$
|
305
|
|
|
$
|
304
|
|
Gross realized gains
|
18
|
|
|
13
|
|
|
7
|
|
|||
Gross realized losses
|
5
|
|
|
5
|
|
|
4
|
|
Security Type
|
Cost
|
|
Gross Unrealized Gain
|
|
Gross Unrealized Loss
|
|
Fair Value
|
|||||||
2018
|
|
|
|
|
|
|
|
|||||||
Debt securities
|
$
|
253
|
|
|
$
|
3
|
|
$
|
4
|
|
|
$
|
252
|
|
Equity securities
|
162
|
|
|
277
|
|
|
12
|
|
|
427
|
|
|||
Cash and cash equivalents
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||
Other
(a)
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||
Total
|
$
|
420
|
|
|
$
|
280
|
|
$
|
16
|
|
|
$
|
684
|
|
2017
|
|
|
|
|
|
|
|
|||||||
Debt securities
|
$
|
228
|
|
|
$
|
5
|
|
$
|
1
|
|
|
$
|
232
|
|
Equity securities
|
155
|
|
|
318
|
|
|
5
|
|
|
468
|
|
|||
Cash and cash equivalents
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||
Other
(a)
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||
Total
|
$
|
387
|
|
|
$
|
323
|
|
$
|
6
|
|
|
$
|
704
|
|
(a)
|
Represents net receivables and payables relating to pending security sales, interest, and security purchases.
|
|
Cost
|
|
Fair Value
|
||||
Less than 5 years
|
$
|
140
|
|
|
$
|
140
|
|
5 years to 10 years
|
48
|
|
|
47
|
|
||
Due after 10 years
|
65
|
|
|
65
|
|
||
Total
|
$
|
253
|
|
|
$
|
252
|
|
Type and Source of Coverage
|
Maximum Coverages
|
|
Maximum Assessments
for Single Incidents
|
|
||||
Public liability and nuclear worker liability:
|
|
|
|
|
||||
American Nuclear Insurers
|
$
|
450
|
|
|
$
|
—
|
|
|
Pool participation
|
13,623
|
|
(a)
|
138
|
|
(b)
|
||
|
$
|
14,073
|
|
(c)
|
$
|
138
|
|
|
Property damage:
|
|
|
|
|
||||
NEIL and EMANI
|
$
|
3,200
|
|
(d)
|
$
|
27
|
|
(e)
|
Replacement power:
|
|
|
|
|
||||
NEIL
|
$
|
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 12 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
.
|
|
2018
|
|
2017
|
|
||
Ameren
(a)
|
$
|
481
|
|
$
|
551
|
|
Ameren Missouri
|
229
|
|
215
|
|
||
Ameren Illinois
(a)
|
120
|
|
213
|
|
(a)
|
Assets associated with other postretirement benefits are recorded in “Other assets” on the balance sheet.
|
|
2018
|
|
2017
|
||||||||||
|
Pension Benefits
|
|
Postretirement
Benefits
|
|
Pension Benefits
|
|
Postretirement
Benefits
|
||||||
Accumulated benefit obligation at end of year
|
$
|
4,258
|
|
$
|
(a)
|
|
|
$
|
4,577
|
|
$
|
(a)
|
|
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||
Net benefit obligation at beginning of year
|
$
|
4,827
|
|
$
|
1,240
|
|
|
$
|
4,518
|
|
$
|
1,170
|
|
Service cost
|
100
|
|
|
21
|
|
|
93
|
|
|
21
|
|
||
Interest cost
|
169
|
|
|
40
|
|
|
179
|
|
|
47
|
|
||
Plan amendments
|
—
|
|
|
(49
|
)
|
|
—
|
|
|
—
|
|
||
Participant contributions
|
—
|
|
|
9
|
|
|
—
|
|
|
8
|
|
||
Actuarial (gain) loss
|
(401
|
)
|
|
(163
|
)
|
|
255
|
|
|
53
|
|
||
Benefits paid
|
(236
|
)
|
|
(64
|
)
|
|
(218
|
)
|
|
(59
|
)
|
||
Net benefit obligation at end of year
|
4,459
|
|
|
1,034
|
|
|
4,827
|
|
|
1,240
|
|
||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||
Fair value of plan assets at beginning of year
|
4,293
|
|
|
1,223
|
|
|
3,813
|
|
|
1,101
|
|
||
Actual return on plan assets
|
(218
|
)
|
|
(57
|
)
|
|
634
|
|
|
171
|
|
||
Employer contributions
|
60
|
|
|
2
|
|
|
64
|
|
|
2
|
|
||
Participant contributions
|
—
|
|
|
9
|
|
|
—
|
|
|
8
|
|
||
Benefits paid
|
(236
|
)
|
|
(64
|
)
|
|
(218
|
)
|
|
(59
|
)
|
||
Fair value of plan assets at end of year
|
3,899
|
|
|
1,113
|
|
|
4,293
|
|
|
1,223
|
|
||
Funded status – deficiency (surplus)
|
560
|
|
|
(79
|
)
|
|
534
|
|
|
17
|
|
||
Accrued benefit cost (asset) at December 31
|
$
|
560
|
|
$
|
(79
|
)
|
|
$
|
534
|
|
$
|
17
|
|
Amounts recognized in the balance sheet consist of:
|
|
|
|
|
|
|
|
||||||
Noncurrent asset
(b)
|
$
|
—
|
|
$
|
(79
|
)
|
|
$
|
—
|
|
$
|
—
|
|
Current liability
(c)
|
2
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||
Noncurrent liability
|
558
|
|
|
—
|
|
|
531
|
|
|
14
|
|
||
Net liability (asset) recognized
|
$
|
560
|
|
$
|
(79
|
)
|
|
$
|
534
|
|
$
|
17
|
|
Amounts recognized in regulatory assets consist of:
|
|
|
|
|
|
|
|
||||||
Net actuarial (gain) loss
|
$
|
393
|
|
$
|
(91
|
)
|
|
$
|
374
|
|
$
|
(69
|
)
|
Prior service credit
|
(2
|
)
|
|
(48
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||
Amounts (pretax) recognized in accumulated OCI consist of:
|
|
|
|
|
|
|
|
||||||
Net actuarial loss
|
35
|
|
|
3
|
|
|
30
|
|
|
2
|
|
||
Total
|
$
|
426
|
|
$
|
(136
|
)
|
|
$
|
401
|
|
$
|
(70
|
)
|
(a)
|
Not applicable.
|
(b)
|
Included in “Other assets” on Ameren’s consolidated balance sheet.
|
(c)
|
Included in “Other current liabilities” on Ameren’s consolidated balance sheet.
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Discount rate at measurement date
|
4.25
|
%
|
|
3.50
|
%
|
|
4.25
|
%
|
|
3.50
|
%
|
Increase in future compensation
|
3.50
|
|
|
3.50
|
|
|
3.50
|
|
|
3.50
|
|
Medical cost trend rate (initial)
(a)
|
(b)
|
|
|
(b)
|
|
|
5.00
|
|
|
5.00
|
|
Medical cost trend rate (ultimate)
(a)
|
(b)
|
|
|
(b)
|
|
|
5.00
|
|
|
5.00
|
|
(a)
|
Initial and ultimate medical cost trend rate for certain Medicare-eligible participants is
3.00%
.
|
(b)
|
Not applicable.
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Ameren Missouri
|
$
|
18
|
|
|
$
|
19
|
|
|
$
|
21
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Ameren Illinois
|
35
|
|
|
37
|
|
|
30
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||||
Other
|
7
|
|
|
8
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Ameren
|
$
|
60
|
|
|
$
|
64
|
|
|
$
|
57
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Asset
Category
|
Target Allocation
2019
|
|
Percentage of Plan Assets at December 31,
|
||||
2018
|
|
2017
|
|||||
Pension Plan:
|
|
|
|
|
|
||
Cash and cash equivalents
|
0%
–
5%
|
|
1
|
%
|
|
1
|
%
|
Equity securities:
|
|
|
|
|
|
||
U.S. large-capitalization
|
21%
–
31%
|
|
24
|
%
|
|
34
|
%
|
U.S. small- and mid-capitalization
|
3%
–
13%
|
|
7
|
%
|
|
9
|
%
|
International
|
9%
–
19%
|
|
13
|
%
|
|
14
|
%
|
Global
|
3%
–
13%
|
|
8
|
%
|
|
—
|
%
|
Total equity
|
51%
–
61%
|
|
52
|
%
|
|
57
|
%
|
Debt securities
|
35%
–
45%
|
|
42
|
%
|
|
37
|
%
|
Real estate
|
0%
–
9%
|
|
5
|
%
|
|
5
|
%
|
Private equity
|
0%
–
5%
|
|
(a)
|
|
|
(a)
|
|
Total
|
|
|
100
|
%
|
|
100
|
%
|
Postretirement Plans:
|
|
|
|
|
|
||
Cash and cash equivalents
|
0%
–
7%
|
|
2
|
%
|
|
2
|
%
|
Equity securities:
|
|
|
|
|
|
||
U.S. large-capitalization
|
34%
–
44%
|
|
40
|
%
|
|
41
|
%
|
U.S. small- and mid-capitalization
|
2%
–
12%
|
|
7
|
%
|
|
8
|
%
|
International
|
9%
–
19%
|
|
13
|
%
|
|
14
|
%
|
Total equity
|
55%
–
65%
|
|
60
|
%
|
|
63
|
%
|
Debt securities
|
33%
–
43%
|
|
38
|
%
|
|
35
|
%
|
Total
|
|
|
100
|
%
|
|
100
|
%
|
(a)
|
Less than 1% of plan assets.
|
|
Quoted Prices in
Active Markets for
Identified Assets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant Other
Unobservable
Inputs
(Level 3)
|
|
Measured at NAV
|
|
Total
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
41
|
|
|
$
|
41
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. large-capitalization
|
—
|
|
|
—
|
|
|
—
|
|
|
955
|
|
|
955
|
|
|||||
U.S. small- and mid-capitalization
|
272
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
272
|
|
|||||
International
|
224
|
|
|
—
|
|
|
—
|
|
|
298
|
|
|
522
|
|
|||||
Global
|
—
|
|
|
—
|
|
|
—
|
|
|
321
|
|
|
321
|
|
|||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate bonds
|
—
|
|
|
701
|
|
|
—
|
|
|
19
|
|
|
720
|
|
|||||
Municipal bonds
|
—
|
|
|
87
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|||||
U.S. Treasury and agency securities
|
—
|
|
|
891
|
|
|
—
|
|
|
—
|
|
|
891
|
|
|||||
Other
|
1
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
202
|
|
|
202
|
|
|||||
Private equity
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|||||
Total
|
$
|
497
|
|
|
$
|
1,690
|
|
|
$
|
—
|
|
|
$
|
1,839
|
|
|
$
|
4,026
|
|
Less: Medical benefit assets at December 31
(a)
|
|
|
|
|
|
|
|
|
(144
|
)
|
|||||||||
Plus: Net receivables at December 31
(b)
|
|
|
|
|
|
|
|
|
17
|
|
|||||||||
Fair value of pension plans’ assets at December 31
|
|
|
|
|
|
|
|
|
$
|
3,899
|
|
(a)
|
Medical benefit (health and welfare) component for accounts maintained in accordance with Section 401(h) of the Internal Revenue Code to fund a portion of the postretirement obligation.
|
(b)
|
Receivables related to pending security sales, offset by payables related to pending security purchases.
|
|
Quoted Prices in
Active Markets for
Identified Assets or Liabilities
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant Other
Unobservable
Inputs
(Level 3)
|
|
Measured at NAV
|
|
Total
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
25
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. large-capitalization
|
—
|
|
|
—
|
|
|
—
|
|
|
1,523
|
|
|
1,523
|
|
|||||
U.S. small- and mid-capitalization
|
379
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
379
|
|
|||||
International
|
179
|
|
|
—
|
|
|
—
|
|
|
450
|
|
|
629
|
|
|||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate bonds
|
—
|
|
|
726
|
|
|
—
|
|
|
15
|
|
|
741
|
|
|||||
Municipal bonds
|
—
|
|
|
91
|
|
|
—
|
|
|
—
|
|
|
91
|
|
|||||
U.S. Treasury and agency securities
|
8
|
|
|
816
|
|
|
—
|
|
|
—
|
|
|
824
|
|
|||||
Other
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
196
|
|
|
196
|
|
|||||
Private equity
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|||||
Total
|
$
|
566
|
|
|
$
|
1,640
|
|
|
$
|
—
|
|
|
$
|
2,213
|
|
|
$
|
4,419
|
|
Less: Medical benefit assets at December 31
(a)
|
|
|
|
|
|
|
|
|
(153
|
)
|
|||||||||
Plus: Net receivables at December 31
(b)
|
|
|
|
|
|
|
|
|
27
|
|
|||||||||
Fair value of pension plans’ assets at December 31
|
|
|
|
|
|
|
|
|
$
|
4,293
|
|
(a)
|
Medical benefit (health and welfare) component for accounts maintained in accordance with Section 401(h) of the Internal Revenue Code to fund a portion of the postretirement obligation.
|
(b)
|
Receivables related to pending security sales, offset by payables related to pending security purchases.
|
|
Quoted Prices in
Active Markets for
Identified Assets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant Other
Unobservable
Inputs
(Level 3)
|
|
Measured at NAV
|
|
Total
|
||||||||||
Cash and cash equivalents
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. large-capitalization
|
297
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
386
|
|
|||||
U.S. small- and mid-capitalization
|
63
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|||||
International
|
45
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|
129
|
|
|||||
Other
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate bonds
|
—
|
|
|
144
|
|
|
—
|
|
|
—
|
|
|
144
|
|
|||||
Municipal bonds
|
—
|
|
|
107
|
|
|
—
|
|
|
—
|
|
|
107
|
|
|||||
U.S. Treasury and agency securities
|
—
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|||||
Other
|
—
|
|
|
7
|
|
|
—
|
|
|
34
|
|
|
41
|
|
|||||
Total
|
$
|
437
|
|
|
$
|
332
|
|
|
$
|
—
|
|
|
$
|
207
|
|
|
$
|
976
|
|
Plus: Medical benefit assets at December 31
(a)
|
|
|
|
|
|
|
|
|
144
|
|
|||||||||
Less: Net payables at December 31
(b)
|
|
|
|
|
|
|
|
|
(7
|
)
|
|||||||||
Fair value of postretirement benefit plans’ assets at December 31
|
|
|
|
|
|
|
|
|
$
|
1,113
|
|
(a)
|
Medical benefit (health and welfare) component for 401(h) accounts to fund a portion of the postretirement obligation. These 401(h) assets are included in the pension plan assets shown above.
|
(b)
|
Payables related to pending security purchases, offset by interest receivables and receivables related to pending security sales.
|
|
Quoted Prices in
Active Markets for
Identified Assets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant Other
Unobservable
Inputs
(Level 3)
|
|
Measured at NAV
|
|
Total
|
||||||||||
Cash and cash equivalents
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. large-capitalization
|
332
|
|
|
—
|
|
|
—
|
|
|
110
|
|
|
442
|
|
|||||
U.S. small- and mid-capitalization
|
80
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|||||
International
|
53
|
|
|
—
|
|
|
—
|
|
|
101
|
|
|
154
|
|
|||||
Other
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate bonds
|
—
|
|
|
144
|
|
|
—
|
|
|
—
|
|
|
144
|
|
|||||
Municipal bonds
|
—
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|
110
|
|
|||||
U.S. Treasury and agency securities
|
—
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|||||
Other
|
—
|
|
|
4
|
|
|
—
|
|
|
34
|
|
|
38
|
|
|||||
Total
|
$
|
509
|
|
|
$
|
342
|
|
|
$
|
—
|
|
|
$
|
245
|
|
|
$
|
1,096
|
|
Plus: Medical benefit assets at December 31
(a)
|
|
|
|
|
|
|
|
|
153
|
|
|||||||||
Less: Net payables at December 31
(b)
|
|
|
|
|
|
|
|
|
(26
|
)
|
|||||||||
Fair value of postretirement benefit plans’ assets at December 31
|
|
|
|
|
|
|
|
|
$
|
1,223
|
|
(a)
|
Medical benefit (health and welfare) component for 401(h) accounts to fund a portion of the postretirement obligation. These 401(h) assets are included in the pension plan assets shown above.
|
(b)
|
Payables related to pending security purchases, offset by interest receivables and receivables related to pending security sales.
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||
2018
|
|
|
|
||||
Service cost
(a)
|
$
|
100
|
|
|
$
|
21
|
|
Non-service cost components:
|
|
|
|
||||
Interest cost
|
169
|
|
|
40
|
|
||
Expected return on plan assets
|
(276
|
)
|
|
(77
|
)
|
||
Amortization of:
|
|
|
|
||||
Prior service credit
|
(1
|
)
|
|
(4
|
)
|
||
Actuarial (gain) loss
|
68
|
|
|
(6
|
)
|
||
Total non-service cost components
(b)
|
$
|
(40
|
)
|
|
$
|
(47
|
)
|
Net periodic benefit cost (income)
|
$
|
60
|
|
|
$
|
(26
|
)
|
2017
|
|
|
|
||||
Service cost
(a)
|
$
|
93
|
|
|
$
|
21
|
|
Non-service cost components:
|
|
|
|
||||
Interest cost
|
179
|
|
|
47
|
|
||
Expected return on plan assets
|
(262
|
)
|
|
(75
|
)
|
||
Amortization of:
|
|
|
|
||||
Prior service credit
|
(1
|
)
|
|
(5
|
)
|
||
Actuarial (gain) loss
|
55
|
|
|
(6
|
)
|
||
Total non-service cost components
(b)
|
$
|
(29
|
)
|
|
$
|
(39
|
)
|
Net periodic benefit cost (income)
|
$
|
64
|
|
|
$
|
(18
|
)
|
2016
|
|
|
|
||||
Service cost
(a)
|
$
|
81
|
|
|
$
|
19
|
|
Non-service cost components:
|
|
|
|
||||
Interest cost
|
185
|
|
|
50
|
|
||
Expected return on plan assets
|
(253
|
)
|
|
(72
|
)
|
||
Amortization of:
|
|
|
|
||||
Prior service credit
|
(1
|
)
|
|
(5
|
)
|
||
Actuarial (gain) loss
|
32
|
|
|
(11
|
)
|
||
Total non-service cost components
(b)
|
$
|
(37
|
)
|
|
$
|
(38
|
)
|
Net periodic benefit cost (income)
|
$
|
44
|
|
|
$
|
(19
|
)
|
(b)
|
2018 amounts and the non-capitalized portion of 2017 and 2016’s non-service cost components, as discussed above, are reflected in “Other Income, Net” on Ameren’s statement of income. See Note 5 - Other Income, Net for additional information.
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||
Regulatory assets:
|
|
|
|
||||
Prior service credit
|
$
|
(1
|
)
|
|
$
|
(5
|
)
|
Net actuarial (gain) loss
|
24
|
|
|
(15
|
)
|
||
Accumulated OCI:
|
|
|
|
||||
Net actuarial loss
|
2
|
|
|
—
|
|
||
Total
|
$
|
25
|
|
|
$
|
(20
|
)
|
|
Pension Costs
|
|
Postretirement Costs
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Ameren Missouri
(a)
|
$
|
22
|
|
|
$
|
24
|
|
|
$
|
26
|
|
|
$
|
(1
|
)
|
|
$
|
(4
|
)
|
|
$
|
(5
|
)
|
Ameren Illinois
|
39
|
|
|
41
|
|
|
22
|
|
|
(25
|
)
|
|
(14
|
)
|
|
(13
|
)
|
||||||
Other
|
(1
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Ameren
|
60
|
|
|
64
|
|
|
44
|
|
|
(26
|
)
|
|
(18
|
)
|
|
(19
|
)
|
(a)
|
Does not include the impact of the regulatory tracking mechanism for the difference between the level of pension and postretirement benefit costs incurred by Ameren Missouri and the level of such costs included in customer rates.
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
Paid from
Qualified
Trust Funds
|
|
Paid from
Company
Funds
|
|
Paid from
Qualified
Trust Funds
|
|
Paid from
Company
Funds
|
||||||||
2019
|
$
|
267
|
|
|
$
|
3
|
|
|
$
|
57
|
|
|
$
|
2
|
|
2020
|
272
|
|
|
3
|
|
|
59
|
|
|
2
|
|
||||
2021
|
282
|
|
|
3
|
|
|
61
|
|
|
2
|
|
||||
2022
|
285
|
|
|
3
|
|
|
62
|
|
|
2
|
|
||||
2023
|
286
|
|
|
3
|
|
|
64
|
|
|
2
|
|
||||
2024
–
2028
|
1,439
|
|
|
12
|
|
|
315
|
|
|
12
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||
Discount rate at measurement date
|
3.50
|
%
|
|
4.00
|
%
|
|
4.50
|
%
|
|
3.50
|
%
|
|
4.00
|
%
|
|
4.50
|
%
|
Expected return on plan assets
|
7.00
|
|
|
7.00
|
|
|
7.00
|
|
|
7.00
|
|
|
7.00
|
|
|
7.00
|
|
Increase in future compensation
|
3.50
|
|
|
3.50
|
|
|
3.50
|
|
|
3.50
|
|
|
3.50
|
|
|
3.50
|
|
Medical cost trend rate (initial)
(a)
|
(b)
|
|
|
(b)
|
|
|
(b)
|
|
|
5.00
|
|
|
5.00
|
|
|
5.00
|
|
Medical cost trend rate (ultimate)
(a)
|
(b)
|
|
|
(b)
|
|
|
(b)
|
|
|
5.00
|
|
|
5.00
|
|
|
5.00
|
|
(a)
|
Initial and ultimate medical cost trend rate for certain Medicare-eligible participants is
3.00%
.
|
(b)
|
Not applicable.
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
Service Cost
and Interest
Cost
|
|
Projected
Benefit
Obligation
|
|
Service Cost
and Interest
Cost
|
|
Postretirement
Benefit
Obligation
|
||||||||
0.25% decrease in discount rate
|
$
|
(2
|
)
|
|
$
|
135
|
|
|
$
|
—
|
|
|
$
|
33
|
|
0.25% increase in salary scale
|
2
|
|
|
12
|
|
|
—
|
|
|
—
|
|
||||
1.00% increase in annual medical trend
|
—
|
|
|
—
|
|
|
4
|
|
|
58
|
|
||||
1.00% decrease in annual medical trend
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(58
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Ameren Missouri
|
$
|
17
|
|
|
$
|
16
|
|
|
$
|
16
|
|
Ameren Illinois
|
15
|
|
|
13
|
|
|
12
|
|
|||
Other
|
1
|
|
|
1
|
|
|
1
|
|
|||
Ameren
|
$
|
33
|
|
|
$
|
30
|
|
|
$
|
29
|
|
|
Performance Share Units
|
|
Restricted Stock Units
|
||||||||||
|
Share
Units
|
|
Weighted-average Fair Value per Share Unit
|
|
Stock
Units
|
|
Weighted-average Fair Value per Stock Unit
|
||||||
Nonvested at January 1, 2018
(a)
|
895,489
|
|
|
$
|
52.28
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
316,875
|
|
|
62.88
|
|
|
187,273
|
|
|
57.66
|
|
||
Forfeitures
|
(65,106
|
)
|
|
51.11
|
|
|
(5,463
|
)
|
|
58.99
|
|
||
Vested and undistributed
(b)
|
(288,404
|
)
|
|
53.63
|
|
|
(26,557
|
)
|
|
59.02
|
|
||
Vested and distributed
|
(176,043
|
)
|
|
52.88
|
|
|
—
|
|
|
—
|
|
||
Nonvested at December 31, 2018
(c)
|
682,811
|
|
|
$
|
56.58
|
|
|
155,253
|
|
|
$
|
57.38
|
|
(a)
|
Does not include
712,572
undistributed vested performance share units.
|
(b)
|
Vested and undistributed units are awards that vested due to attainment of retirement eligibility by certain employees, but have not yet been distributed. For vested and undistributed performance share units, the number of shares issued for retirement-eligible employees will vary depending on actual performance over the three-year performance period.
|
(c)
|
Does not include
619,783
of vested and undistributed performance share units and
26,557
of vested and undistributed restricted stock units.
|
|
2018
|
2017
|
2016
|
Fair value of share units awarded
|
$62.88
|
$59.16
|
$44.13
|
Ameren’s closing common share price at December 31 of the prior year
|
$61.69
|
$52.46
|
$43.23
|
Three-year risk-free rate
|
1.98%
|
1.47%
|
1.31%
|
Volatility range for the peer group
(a)
|
15%
–
23%
|
15%
–
21%
|
15%
–
20%
|
(a)
|
Based on a historical period that is equal to the remaining term of the performance period as of the grant date.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Ameren Missouri
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
4
|
|
Ameren Illinois
|
3
|
|
|
2
|
|
|
2
|
|
|||
Other
(a)
|
13
|
|
|
12
|
|
|
11
|
|
|||
Ameren
|
20
|
|
|
18
|
|
|
17
|
|
|||
Less income tax benefit
|
6
|
|
|
7
|
|
|
6
|
|
|||
Stock-based compensation expense, net
|
$
|
14
|
|
|
$
|
11
|
|
|
$
|
11
|
|
(a)
|
Represents compensation expense of employees of Ameren Services. These amounts are not included in the Ameren Missouri and Ameren Illinois amounts above.
|
|
Ameren Missouri
|
|
Ameren Illinois
|
|
Other
|
|
Ameren
|
||||||||
Increase (Decrease)
|
|
|
|
|
|
|
|
||||||||
Accumulated deferred income taxes, net
|
$
|
(1,419
|
)
|
|
$
|
(871
|
)
|
|
$
|
37
|
|
|
$
|
(2,253
|
)
|
Income tax expense (benefit)
|
32
|
|
|
(5
|
)
|
|
127
|
|
|
154
|
|
||||
Noncurrent regulatory assets
|
(89
|
)
|
|
(24
|
)
|
|
(1
|
)
|
|
(114
|
)
|
||||
Noncurrent regulatory liabilities
|
1,362
|
|
|
842
|
|
|
89
|
|
|
2,293
|
|
|
Ameren Missouri
|
|
Ameren Illinois
|
|
Ameren
|
|||
2018
|
|
|
|
|
|
|||
Federal statutory corporate income tax rate:
|
21
|
%
|
|
21
|
%
|
|
21
|
%
|
Increases (decreases) from:
|
|
|
|
|
|
|||
Amortization of excess deferred taxes
|
(4
|
)
|
|
(4
|
)
|
|
(4
|
)
|
Other depreciation differences
|
—
|
|
|
(1
|
)
|
|
—
|
|
Amortization of deferred investment tax credit
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
State tax
|
4
|
|
|
7
|
|
|
6
|
|
TCJA
|
1
|
|
|
1
|
|
|
1
|
|
Tax credits
|
(1
|
)
|
|
—
|
|
|
—
|
|
Other permanent items
|
—
|
|
|
—
|
|
|
(1
|
)
|
Effective income tax rate
|
20
|
%
|
|
24
|
%
|
|
22
|
%
|
2017
|
|
|
|
|
|
|||
Federal statutory corporate income tax rate:
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
Increases (decreases) from:
|
|
|
|
|
|
|||
Depreciation differences
|
1
|
|
|
(1
|
)
|
|
—
|
|
Amortization of deferred investment tax credit
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
State tax
|
4
|
|
|
6
|
|
|
6
|
|
TCJA
|
6
|
|
|
(1
|
)
|
|
14
|
|
Tax credits
|
(1
|
)
|
|
—
|
|
|
—
|
|
Other permanent items
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
Effective income tax rate
|
44
|
%
|
|
38
|
%
|
|
52
|
%
|
2016
|
|
|
|
|
|
|||
Federal statutory corporate income tax rate:
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
Increases (decreases) from:
|
|
|
|
|
|
|||
Depreciation differences
|
1
|
|
|
—
|
|
|
—
|
|
Amortization of deferred investment tax credit
|
(1
|
)
|
|
—
|
|
|
—
|
|
State tax
|
3
|
|
|
5
|
|
|
4
|
|
Stock-based compensation
(a)
|
—
|
|
|
—
|
|
|
(2
|
)
|
Valuation allowance
|
—
|
|
|
—
|
|
|
1
|
|
Other permanent items
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
Effective income tax rate
|
38
|
%
|
|
38
|
%
|
|
37
|
%
|
(a)
|
Reflects the adoption of authoritative accounting guidance related to stock-based compensation, which resulted in the recognition of a
$21 million
income tax benefit in 2016.
|
|
Ameren Missouri
|
|
Ameren Illinois
|
|
Other
|
|
Ameren
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Current taxes:
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
104
|
|
|
$
|
4
|
|
|
$
|
(118
|
)
|
|
$
|
(10
|
)
|
State
|
29
|
|
|
6
|
|
|
(12
|
)
|
|
23
|
|
||||
Deferred taxes:
|
|
|
|
|
|
|
|
||||||||
Federal
|
22
|
|
|
75
|
|
|
123
|
|
|
220
|
|
||||
State
|
(2
|
)
|
|
28
|
|
|
23
|
|
|
49
|
|
||||
Amortization of excess deferred taxes
|
(24
|
)
|
|
(15
|
)
|
|
(1
|
)
|
|
(40
|
)
|
||||
Amortization of deferred investment tax credits
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||
Total income tax expense
|
$
|
124
|
|
|
$
|
98
|
|
|
$
|
15
|
|
|
$
|
237
|
|
2017
|
|
|
|
|
|
|
|
||||||||
Current taxes:
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
149
|
|
|
$
|
(34
|
)
|
|
$
|
(110
|
)
|
|
$
|
5
|
|
State
|
23
|
|
|
29
|
|
|
(20
|
)
|
|
32
|
|
||||
Deferred taxes:
|
|
|
|
|
|
|
|
||||||||
Federal
|
76
|
|
|
185
|
|
|
250
|
|
|
511
|
|
||||
State
|
11
|
|
|
(13
|
)
|
|
36
|
|
|
34
|
|
||||
Amortization of deferred investment tax credits
|
(5
|
)
|
|
(1
|
)
|
|
—
|
|
|
(6
|
)
|
||||
Total income tax expense
|
$
|
254
|
|
|
$
|
166
|
|
|
$
|
156
|
|
|
$
|
576
|
|
2016
|
|
|
|
|
|
|
|
||||||||
Current taxes:
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
31
|
|
|
$
|
(8
|
)
|
|
$
|
(24
|
)
|
|
$
|
(1
|
)
|
State
|
6
|
|
|
12
|
|
|
(21
|
)
|
|
(3
|
)
|
||||
Deferred taxes:
|
|
|
|
|
|
|
|
||||||||
Federal
|
161
|
|
|
117
|
|
|
21
|
|
|
299
|
|
||||
State
|
23
|
|
|
37
|
|
|
32
|
|
|
92
|
|
||||
Amortization of deferred investment tax credits
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||
Total income tax expense
|
$
|
216
|
|
|
$
|
158
|
|
|
$
|
8
|
|
|
$
|
382
|
|
|
Ameren Missouri
|
|
Ameren Illinois
|
|
Other
|
|
Ameren
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Accumulated deferred income taxes, net liability (asset):
|
|
|
|
|
|
|
|
||||||||
Plant-related
|
$
|
2,010
|
|
|
$
|
1,345
|
|
|
$
|
179
|
|
|
$
|
3,534
|
|
Regulatory assets and liabilities, net
|
(343
|
)
|
|
(221
|
)
|
|
(25
|
)
|
|
(589
|
)
|
||||
Deferred employee benefit costs
|
(58
|
)
|
|
(4
|
)
|
|
(64
|
)
|
|
(126
|
)
|
||||
Tax carryforwards
|
(35
|
)
|
|
(26
|
)
|
|
(166
|
)
|
|
(227
|
)
|
||||
Other
|
(40
|
)
|
|
25
|
|
|
46
|
|
|
31
|
|
||||
Total net accumulated deferred income tax liabilities (assets)
|
$
|
1,534
|
|
|
$
|
1,119
|
|
|
$
|
(30
|
)
|
|
$
|
2,623
|
|
2017
|
|
|
|
|
|
|
|
||||||||
Accumulated deferred income taxes, net liability (asset):
|
|
|
|
|
|
|
|
||||||||
Plant-related
|
$
|
2,064
|
|
|
$
|
1,264
|
|
|
$
|
146
|
|
|
$
|
3,474
|
|
Regulatory assets and liabilities, net
|
(317
|
)
|
|
(206
|
)
|
|
(24
|
)
|
|
(547
|
)
|
||||
Deferred employee benefit costs
|
(53
|
)
|
|
(17
|
)
|
|
(61
|
)
|
|
(131
|
)
|
||||
Revenue requirement reconciliation adjustments
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
||||
Tax carryforwards
|
(31
|
)
|
|
(43
|
)
|
|
(287
|
)
|
|
(361
|
)
|
||||
Other
|
(13
|
)
|
|
3
|
|
|
61
|
|
|
51
|
|
||||
Total net accumulated deferred income tax liabilities (assets)
|
$
|
1,650
|
|
|
$
|
1,021
|
|
|
$
|
(165
|
)
|
|
$
|
2,506
|
|
|
Ameren Missouri
|
|
Ameren Illinois
|
|
Other
|
|
Ameren
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Net operating loss carryforwards:
|
|
|
|
|
|
|
|
||||||||
Federal
(a)
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
55
|
|
|
$
|
78
|
|
State
(a)
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
||||
Total net operating loss carryforwards
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
68
|
|
|
$
|
91
|
|
Tax credit carryforwards:
|
|
|
|
|
|
|
|
||||||||
Federal
(b)
|
$
|
35
|
|
|
$
|
3
|
|
|
$
|
79
|
|
|
$
|
117
|
|
State
(c)
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
||||
Total tax credit carryforwards
|
$
|
35
|
|
|
$
|
3
|
|
|
$
|
89
|
|
|
$
|
127
|
|
Charitable contribution carryforwards
(d)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
14
|
|
Valuation allowance
(e)
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||
Total charitable contribution carryforwards
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
9
|
|
2017
|
|
|
|
|
|
|
|
||||||||
Net operating loss carryforwards:
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
—
|
|
|
$
|
41
|
|
|
$
|
162
|
|
|
$
|
203
|
|
State
|
—
|
|
|
—
|
|
|
32
|
|
|
32
|
|
||||
Total net operating loss carryforwards
|
$
|
—
|
|
|
$
|
41
|
|
|
$
|
194
|
|
|
$
|
235
|
|
Tax credit carryforwards:
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
31
|
|
|
$
|
2
|
|
|
$
|
80
|
|
|
$
|
113
|
|
State
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
||||
Total tax credit carryforwards
|
$
|
31
|
|
|
$
|
2
|
|
|
$
|
87
|
|
|
$
|
120
|
|
Charitable contribution carryforwards
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
11
|
|
Valuation allowance
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||
Total charitable contribution carryforwards
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
6
|
|
(a)
|
Will expire between
2034
and
2037
. Any net operating loss carryforward generated after January 1, 2018, will not have an expiration date as a result of the TCJA.
|
(b)
|
Will expire between
2029
and
2037
.
|
(c)
|
Will expire between
2019
and
2022
.
|
(d)
|
Will expire between
2019
and
2023
.
|
(e)
|
See Schedule II under Part IV, Item 15, in this report for information on changes in the valuation allowance.
|
IPA Procurement Event
|
Performance Period
|
MWh
|
|
Average Price per MWh
|
May 2014
|
January 2015
–
February 2017
|
168,400
|
$
|
51
|
April 2015
|
June 2015
–
June 2017
|
667,000
|
|
36
|
September 2015
|
November 2015
–
May 2018
|
339,000
|
|
38
|
April 2016
|
June 2017
–
September 2018
|
375,200
|
|
35
|
September 2016
|
May 2017
–
September 2018
|
82,800
|
|
34
|
April 2017
|
March 2019
–
May 2020
|
85,600
|
|
34
|
April 2018
|
June 2019
–
September 2020
|
110,000
|
|
32
|
|
2018
|
|
|
2017
|
||||||||||
|
Ameren Missouri
|
Ameren Illinois
|
|
|
Ameren Missouri
|
Ameren Illinois
|
||||||||
Income taxes payable to parent
(a)
|
$
|
16
|
|
$
|
7
|
|
|
|
$
|
11
|
|
$
|
17
|
|
Income taxes receivable from parent
(b)
|
—
|
|
6
|
|
|
|
—
|
|
—
|
|
(a)
|
Included in “Accounts payable – affiliates” on the balance sheet.
|
(b)
|
Included in “Accounts receivable – affiliates” on the balance sheet.
|
|
2018
|
|
2017
|
|
2016
|
|
||||||
Ameren Missouri
(a)
|
$
|
45
|
|
|
$
|
30
|
|
|
$
|
44
|
|
(b)
|
Ameren Illinois
|
160
|
|
|
8
|
|
|
—
|
|
|
(a)
|
As a result of the tax allocation agreement.
|
(b)
|
Included a
$38 million
accrued capital contribution from 2015.
|
Agreement
|
Income Statement Line Item
|
|
|
|
Ameren
Missouri
|
|
Ameren
Illinois
|
||
Ameren Missouri power supply agreements
|
Operating Revenues
|
|
2018
|
$
|
11
|
|
$
|
(a)
|
|
with Ameren Illinois
|
|
|
2017
|
|
23
|
|
|
(a)
|
|
|
|
|
2016
|
|
28
|
|
|
(a)
|
|
Ameren Missouri and Ameren Illinois
|
Operating Revenues
|
|
2018
|
|
22
|
|
|
3
|
|
rent and facility services
|
|
|
2017
|
|
26
|
|
|
4
|
|
|
|
|
2016
|
|
25
|
|
|
5
|
|
Ameren Missouri and Ameren Illinois miscellaneous
|
Operating Revenues
|
|
2018
|
|
1
|
|
|
1
|
|
support services and services provided to ATXI
|
|
|
2017
|
|
(b)
|
|
|
1
|
|
|
|
|
2016
|
|
1
|
|
|
(b)
|
|
Total Operating Revenues
|
|
|
2018
|
$
|
34
|
|
$
|
4
|
|
|
|
|
2017
|
|
49
|
|
|
5
|
|
|
|
|
2016
|
|
54
|
|
|
5
|
|
Ameren Illinois power supply
|
Purchased Power
|
|
2018
|
$
|
(a)
|
|
$
|
11
|
|
agreements with Ameren Missouri
|
|
|
2017
|
|
(a)
|
|
|
23
|
|
|
|
|
2016
|
|
(a)
|
|
|
28
|
|
Ameren Illinois transmission
|
Purchased Power
|
|
2018
|
|
(a)
|
|
|
1
|
|
services from ATXI
|
|
|
2017
|
|
(a)
|
|
|
2
|
|
|
|
|
2016
|
|
(a)
|
|
|
2
|
|
Total Purchased Power
|
|
|
2018
|
$
|
(a)
|
|
$
|
12
|
|
|
|
|
2017
|
|
(a)
|
|
|
25
|
|
|
|
|
2016
|
|
(a)
|
|
|
30
|
|
Ameren Missouri and Ameren Illinois
|
Other Operations and
|
|
2018
|
$
|
3
|
|
$
|
6
|
|
rent and facility services
|
Maintenance
|
|
2017
|
|
(b)
|
|
|
(b)
|
|
|
|
|
2016
|
|
(b)
|
|
|
(b)
|
|
Ameren Services support services
|
Other Operations and
|
|
2018
|
|
136
|
|
|
126
|
|
agreement
|
Maintenance
|
|
2017
|
|
149
|
|
|
139
|
|
|
|
|
2016
|
|
129
|
|
|
123
|
|
Total Other Operations and
|
|
|
2018
|
$
|
139
|
|
$
|
132
|
|
Maintenance Expenses
|
|
|
2017
|
|
149
|
|
|
139
|
|
|
|
|
2016
|
|
129
|
|
|
123
|
|
Money pool borrowings (advances)
|
(Interest Charges)
|
|
2018
|
$
|
1
|
|
$
|
(b)
|
|
|
Other Income, Net
|
|
2017
|
|
1
|
|
|
(b)
|
|
|
|
|
2016
|
|
(b)
|
|
|
(b)
|
|
(a)
|
Not applicable.
|
(b)
|
Amount less than $1 million.
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
After 5 Years
|
|
Total
|
||||||||||||||
Ameren:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Minimum capital lease payments
(a)(b)
|
$
|
32
|
|
|
$
|
32
|
|
|
$
|
33
|
|
|
$
|
32
|
|
|
$
|
264
|
|
|
$
|
—
|
|
|
$
|
393
|
|
Less amount representing interest
|
25
|
|
|
25
|
|
|
25
|
|
|
24
|
|
|
24
|
|
|
—
|
|
|
123
|
|
|||||||
Present value of minimum capital lease payments
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
240
|
|
|
$
|
—
|
|
|
$
|
270
|
|
Operating leases
|
10
|
|
|
8
|
|
|
7
|
|
|
6
|
|
|
5
|
|
|
9
|
|
|
45
|
|
|||||||
Total lease obligations
|
$
|
17
|
|
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
14
|
|
|
$
|
245
|
|
|
$
|
9
|
|
|
$
|
315
|
|
Ameren Missouri:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Minimum capital lease payments
(b)(c)
|
$
|
32
|
|
|
$
|
32
|
|
|
$
|
33
|
|
|
$
|
32
|
|
|
$
|
264
|
|
|
$
|
—
|
|
|
$
|
393
|
|
Less amount representing interest
|
25
|
|
|
25
|
|
|
25
|
|
|
24
|
|
|
24
|
|
|
—
|
|
|
123
|
|
|||||||
Present value of minimum capital lease payments
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
240
|
|
|
$
|
—
|
|
|
$
|
270
|
|
Operating leases
|
8
|
|
|
7
|
|
|
6
|
|
|
5
|
|
|
5
|
|
|
9
|
|
|
40
|
|
|||||||
Total lease obligations
|
$
|
15
|
|
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
13
|
|
|
$
|
245
|
|
|
$
|
9
|
|
|
$
|
310
|
|
Ameren Illinois:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating leases
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
(a)
|
See Note 3 – Property, Plant, and Equipment, Net for additional information.
|
(b)
|
See Note 5 – Long-term Debt and Equity Financings for additional information on Ameren’s and Ameren Missouri’s capital lease agreements.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Ameren
|
$
|
9
|
|
|
$
|
11
|
|
|
$
|
38
|
|
Ameren Missouri
|
8
|
|
|
10
|
|
|
34
|
|
|||
Ameren Illinois
|
1
|
|
|
1
|
|
|
30
|
|
|
Coal
|
|
Natural
Gas
(a)
|
|
Nuclear
Fuel
|
|
Purchased
Power
(b)(c)
|
|
Methane
Gas
|
|
Other
|
|
Total
|
||||||||||||||
Ameren:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2019
|
$
|
349
|
|
|
$
|
197
|
|
|
$
|
25
|
|
|
$
|
157
|
|
|
$
|
4
|
|
|
$
|
67
|
|
|
$
|
799
|
|
2020
|
160
|
|
|
143
|
|
|
43
|
|
|
54
|
|
|
4
|
|
|
41
|
|
|
445
|
|
|||||||
2021
|
121
|
|
|
77
|
|
|
59
|
|
|
10
|
|
|
4
|
|
|
30
|
|
|
301
|
|
|||||||
2022
|
72
|
|
|
27
|
|
|
14
|
|
|
—
|
|
|
3
|
|
|
26
|
|
|
142
|
|
|||||||
2023
|
—
|
|
|
7
|
|
|
42
|
|
|
—
|
|
|
3
|
|
|
27
|
|
|
79
|
|
|||||||
Thereafter
|
—
|
|
|
34
|
|
|
31
|
|
|
—
|
|
|
29
|
|
|
72
|
|
|
166
|
|
|||||||
Total
|
$
|
702
|
|
|
$
|
485
|
|
|
$
|
214
|
|
|
$
|
221
|
|
|
$
|
47
|
|
|
$
|
263
|
|
|
$
|
1,932
|
|
Ameren Missouri:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2019
|
$
|
349
|
|
|
$
|
40
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
49
|
|
|
$
|
467
|
|
2020
|
160
|
|
|
31
|
|
|
43
|
|
|
—
|
|
|
4
|
|
|
26
|
|
|
264
|
|
|||||||
2021
|
121
|
|
|
15
|
|
|
59
|
|
|
—
|
|
|
4
|
|
|
26
|
|
|
225
|
|
|||||||
2022
|
72
|
|
|
5
|
|
|
14
|
|
|
—
|
|
|
3
|
|
|
26
|
|
|
120
|
|
|||||||
2023
|
—
|
|
|
3
|
|
|
42
|
|
|
—
|
|
|
3
|
|
|
27
|
|
|
75
|
|
|||||||
Thereafter
|
—
|
|
|
14
|
|
|
31
|
|
|
—
|
|
|
29
|
|
|
56
|
|
|
130
|
|
|||||||
Total
|
$
|
702
|
|
|
$
|
108
|
|
|
$
|
214
|
|
|
$
|
—
|
|
|
$
|
47
|
|
|
$
|
210
|
|
|
$
|
1,281
|
|
Ameren Illinois:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2019
|
$
|
—
|
|
|
$
|
157
|
|
|
$
|
—
|
|
|
$
|
157
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
322
|
|
2020
|
—
|
|
|
112
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
5
|
|
|
171
|
|
|||||||
2021
|
—
|
|
|
62
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|||||||
2022
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|||||||
2023
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||||
Thereafter
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||||
Total
|
$
|
—
|
|
|
$
|
377
|
|
|
$
|
—
|
|
|
$
|
221
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
611
|
|
(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 2034 with various renewable energy suppliers due to the contingent nature of the payment amounts.
|
(c)
|
The purchased power amounts for Ameren and Ameren Missouri exclude a
102
-megawatt power purchase agreement with a wind farm operator, which expires in 2024, due to the contingent nature of the payment amounts.
|
|
Ameren Missouri
|
|
Ameren Illinois Electric Distribution
|
|
Ameren Illinois Natural Gas
|
|
Ameren Transmission
|
|
Other
|
|
Intersegment
Eliminations
|
|
Ameren
|
||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
External revenues
|
$
|
3,555
|
|
|
$
|
1,544
|
|
|
$
|
814
|
|
|
$
|
378
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,291
|
|
Intersegment revenues
|
34
|
|
|
3
|
|
|
1
|
|
|
55
|
|
(a)
|
—
|
|
|
(93
|
)
|
|
—
|
|
|||||||
Depreciation and amortization
|
550
|
|
|
259
|
|
|
65
|
|
|
77
|
|
|
4
|
|
|
—
|
|
|
955
|
|
|||||||
Interest income
|
28
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
(5
|
)
|
|
33
|
|
|||||||
Interest charges
|
200
|
|
|
73
|
|
|
38
|
|
|
75
|
|
(b)
|
19
|
|
|
(4
|
)
|
|
401
|
|
|||||||
Income taxes
|
124
|
|
|
41
|
|
|
25
|
|
|
56
|
|
|
(9
|
)
|
|
—
|
|
|
237
|
|
|||||||
Net income (loss) attributable to Ameren common shareholders
|
478
|
|
|
136
|
|
|
70
|
|
|
164
|
|
|
(33
|
)
|
|
—
|
|
|
815
|
|
|||||||
Capital expenditures
|
914
|
|
|
503
|
|
|
311
|
|
|
562
|
|
|
5
|
|
|
(9
|
)
|
|
2,286
|
|
|||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
External revenues
|
$
|
3,488
|
|
|
$
|
1,564
|
|
|
$
|
742
|
|
|
$
|
382
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
6,174
|
|
Intersegment revenues
|
49
|
|
|
4
|
|
|
1
|
|
|
44
|
|
(a)
|
—
|
|
|
(98
|
)
|
|
—
|
|
|||||||
Depreciation and amortization
|
533
|
|
|
239
|
|
|
59
|
|
|
60
|
|
|
5
|
|
|
—
|
|
|
896
|
|
|||||||
Interest income
|
27
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
(11
|
)
|
|
34
|
|
|||||||
Interest charges
|
207
|
|
|
73
|
|
|
36
|
|
|
67
|
|
(b)
|
19
|
|
|
(11
|
)
|
|
391
|
|
|||||||
Income taxes
|
254
|
|
|
83
|
|
|
36
|
|
|
90
|
|
|
113
|
|
|
—
|
|
|
576
|
|
|||||||
Net income (loss) attributable to Ameren common shareholders
|
323
|
|
|
131
|
|
|
60
|
|
|
140
|
|
|
(131
|
)
|
|
—
|
|
|
523
|
|
|||||||
Capital expenditures
|
773
|
|
|
476
|
|
|
245
|
|
|
644
|
|
|
1
|
|
|
(7
|
)
|
|
2,132
|
|
|||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
External revenues
|
$
|
3,470
|
|
|
$
|
1,544
|
|
|
$
|
753
|
|
|
$
|
309
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,076
|
|
Intersegment revenues
|
54
|
|
|
4
|
|
|
1
|
|
|
46
|
|
(a)
|
—
|
|
|
(105
|
)
|
|
—
|
|
|||||||
Depreciation and amortization
|
514
|
|
|
226
|
|
|
55
|
|
|
43
|
|
|
7
|
|
|
—
|
|
|
845
|
|
|||||||
Interest income
|
28
|
|
|
11
|
|
|
—
|
|
|
1
|
|
|
11
|
|
|
(11
|
)
|
|
40
|
|
|||||||
Interest charges
|
211
|
|
|
72
|
|
|
34
|
|
|
58
|
|
(b)
|
18
|
|
|
(11
|
)
|
|
382
|
|
|||||||
Income taxes
|
216
|
|
|
78
|
|
|
39
|
|
|
74
|
|
|
(25
|
)
|
|
—
|
|
|
382
|
|
|||||||
Net income (loss) attributable to Ameren common shareholders
|
357
|
|
|
126
|
|
|
59
|
|
|
117
|
|
|
(6
|
)
|
|
—
|
|
|
653
|
|
|||||||
Capital expenditures
|
738
|
|
|
470
|
|
|
181
|
|
|
689
|
|
|
4
|
|
|
(6
|
)
|
|
2,076
|
|
(a)
|
Ameren Transmission earns revenue from transmission service provided to Ameren Illinois Electric Distribution. See discussion of transactions above.
|
(b)
|
Ameren Transmission interest charges include an allocation of financing costs from Ameren (parent).
|
|
Ameren Illinois Electric Distribution
|
|
Ameren Illinois
Natural Gas
|
|
Ameren Illinois Transmission
|
|
Intersegment
Eliminations
|
|
Ameren Illinois
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
External revenues
|
$
|
1,547
|
|
|
$
|
815
|
|
|
$
|
214
|
|
|
$
|
—
|
|
|
$
|
2,576
|
|
Intersegment revenues
|
—
|
|
|
—
|
|
|
53
|
|
(a)
|
(53
|
)
|
|
—
|
|
|||||
Depreciation and amortization
|
259
|
|
|
65
|
|
|
50
|
|
|
—
|
|
|
374
|
|
|||||
Interest income
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||
Interest charges
|
73
|
|
|
38
|
|
|
38
|
|
|
—
|
|
|
149
|
|
|||||
Income taxes
|
41
|
|
|
25
|
|
|
32
|
|
|
—
|
|
|
98
|
|
|||||
Net income available to common shareholder
|
136
|
|
|
70
|
|
|
98
|
|
|
—
|
|
|
304
|
|
|||||
Capital expenditures
|
503
|
|
|
311
|
|
|
444
|
|
|
—
|
|
|
1,258
|
|
|||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
External revenues
|
$
|
1,568
|
|
|
$
|
743
|
|
|
$
|
216
|
|
|
$
|
—
|
|
|
$
|
2,527
|
|
Intersegment revenues
|
—
|
|
|
—
|
|
|
42
|
|
(a)
|
(42
|
)
|
|
—
|
|
|||||
Depreciation and amortization
|
239
|
|
|
59
|
|
|
43
|
|
|
—
|
|
|
341
|
|
|||||
Interest income
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Interest charges
|
73
|
|
|
36
|
|
|
35
|
|
|
—
|
|
|
144
|
|
|||||
Income taxes
|
83
|
|
|
36
|
|
|
47
|
|
|
—
|
|
|
166
|
|
|||||
Net income available to common shareholder
|
131
|
|
|
60
|
|
|
77
|
|
|
—
|
|
|
268
|
|
|||||
Capital expenditures
|
476
|
|
|
245
|
|
|
355
|
|
|
—
|
|
|
1,076
|
|
|||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
External revenues
|
$
|
1,548
|
|
|
$
|
754
|
|
|
$
|
187
|
|
|
$
|
—
|
|
|
$
|
2,489
|
|
Intersegment revenues
|
—
|
|
|
—
|
|
|
45
|
|
(a)
|
(45
|
)
|
|
—
|
|
|||||
Depreciation and amortization
|
226
|
|
|
55
|
|
|
38
|
|
|
—
|
|
|
319
|
|
|||||
Interest income
|
11
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
12
|
|
|||||
Interest charges
|
72
|
|
|
34
|
|
|
34
|
|
|
—
|
|
|
140
|
|
|||||
Income taxes
|
78
|
|
|
39
|
|
|
41
|
|
|
—
|
|
|
158
|
|
|||||
Net income available to common shareholder
|
126
|
|
|
59
|
|
|
67
|
|
|
—
|
|
|
252
|
|
|||||
Capital expenditures
|
470
|
|
|
181
|
|
|
273
|
|
|
—
|
|
|
924
|
|
(a)
|
Ameren Illinois Transmission earns revenue from transmission service provided to Ameren Illinois Electric Distribution. See discussion of transactions above.
|
|
Ameren
Missouri
|
|
Ameren Illinois Electric Distribution
|
|
Ameren Illinois Natural Gas
|
|
Ameren Transmission
|
|
Other
|
|
Intersegment
Eliminations
|
|
Ameren
|
|
||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential
|
$
|
1,560
|
|
|
$
|
867
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,427
|
|
|
Commercial
|
1,271
|
|
|
511
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,782
|
|
|
|||||||
Industrial
|
312
|
|
|
130
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
442
|
|
|
|||||||
Other
|
308
|
|
(a)
|
39
|
|
|
—
|
|
|
433
|
|
|
—
|
|
|
(92
|
)
|
|
688
|
|
(a)
|
|||||||
Total electric revenues
|
$
|
3,451
|
|
|
$
|
1,547
|
|
|
$
|
—
|
|
|
$
|
433
|
|
|
$
|
—
|
|
|
$
|
(92
|
)
|
|
$
|
5,339
|
|
|
Residential
|
$
|
90
|
|
|
$
|
—
|
|
|
$
|
581
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
671
|
|
|
Commercial
|
37
|
|
|
—
|
|
|
159
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
196
|
|
|
|||||||
Industrial
|
4
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
|||||||
Other
|
7
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
64
|
|
|
|||||||
Total gas revenues
|
$
|
138
|
|
|
$
|
—
|
|
|
$
|
815
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
952
|
|
|
Total revenues
(b)
|
$
|
3,589
|
|
|
$
|
1,547
|
|
|
$
|
815
|
|
|
$
|
433
|
|
|
$
|
—
|
|
|
$
|
(93
|
)
|
|
$
|
6,291
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential
|
$
|
1,417
|
|
|
$
|
870
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,287
|
|
|
Commercial
|
1,208
|
|
|
527
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,735
|
|
|
|||||||
Industrial
|
305
|
|
|
113
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
418
|
|
|
|||||||
Other
|
481
|
|
|
58
|
|
|
—
|
|
|
426
|
|
|
(2
|
)
|
|
(96
|
)
|
|
867
|
|
|
|||||||
Total electric revenues
|
$
|
3,411
|
|
|
$
|
1,568
|
|
|
$
|
—
|
|
|
$
|
426
|
|
|
$
|
(2
|
)
|
|
$
|
(96
|
)
|
|
$
|
5,307
|
|
|
Residential
|
$
|
77
|
|
|
$
|
—
|
|
|
$
|
531
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
608
|
|
|
Commercial
|
31
|
|
|
—
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
177
|
|
|
|||||||
Industrial
|
4
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
|||||||
Other
|
14
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
66
|
|
|
|||||||
Total gas revenues
|
$
|
126
|
|
|
$
|
—
|
|
|
$
|
743
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
867
|
|
|
Total revenues
(b)
|
$
|
3,537
|
|
|
$
|
1,568
|
|
|
$
|
743
|
|
|
$
|
426
|
|
|
$
|
(2
|
)
|
|
$
|
(98
|
)
|
|
$
|
6,174
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential
|
$
|
1,422
|
|
|
$
|
895
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,317
|
|
|
Commercial
|
1,224
|
|
|
517
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,741
|
|
|
|||||||
Industrial
|
315
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
411
|
|
|
|||||||
Other
|
435
|
|
|
40
|
|
|
—
|
|
|
355
|
|
|
1
|
|
|
(104
|
)
|
|
727
|
|
|
|||||||
Total electric revenues
|
$
|
3,396
|
|
|
$
|
1,548
|
|
|
$
|
—
|
|
|
$
|
355
|
|
|
$
|
1
|
|
|
$
|
(104
|
)
|
|
$
|
5,196
|
|
|
Residential
|
$
|
77
|
|
|
$
|
—
|
|
|
$
|
530
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
607
|
|
|
Commercial
|
30
|
|
|
—
|
|
|
153
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
183
|
|
|
|||||||
Industrial
|
4
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
|||||||
Other
|
17
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
76
|
|
|
|||||||
Total gas revenues
|
$
|
128
|
|
|
$
|
—
|
|
|
$
|
754
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
880
|
|
|
Total revenues
(b)
|
$
|
3,524
|
|
|
$
|
1,548
|
|
|
$
|
754
|
|
|
$
|
355
|
|
|
$
|
1
|
|
|
$
|
(106
|
)
|
|
$
|
6,076
|
|
|
(a)
|
Includes
$60 million
for the year ended
December 31, 2018
, for the reduction to revenue for the excess amounts collected in rates related to the TCJA from January 1, 2018, through July 31, 2018. See Note 2 – Rate and Regulatory Matters for additional information.
|
(b)
|
The following table presents increases/(decreases) in revenues from alternative revenue programs and other revenues not from contracts with customers for the years ended
December 31, 2018
,
2017
, and
2016
:
|
|
Ameren
Missouri
|
|
Ameren Illinois Electric Distribution
|
|
Ameren Illinois Natural Gas
|
|
Ameren Transmission
|
|
Ameren
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from alternative revenue programs
|
$
|
(8
|
)
|
|
$
|
(3
|
)
|
|
$
|
(23
|
)
|
|
$
|
(25
|
)
|
|
$
|
(59
|
)
|
Other revenues not from contracts with customers
|
24
|
|
|
16
|
|
|
2
|
|
|
—
|
|
|
42
|
|
|||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from alternative revenue programs
|
$
|
(28
|
)
|
|
$
|
(5
|
)
|
|
$
|
5
|
|
|
$
|
13
|
|
|
$
|
(15
|
)
|
Other revenues not from contracts with customers
|
15
|
|
|
6
|
|
|
2
|
|
|
—
|
|
|
23
|
|
|||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from alternative revenue programs
|
$
|
8
|
|
|
$
|
(70
|
)
|
|
$
|
11
|
|
|
$
|
(1
|
)
|
|
$
|
(52
|
)
|
Other revenues not from contracts with customers
|
16
|
|
|
6
|
|
|
2
|
|
|
—
|
|
|
24
|
|
|
Ameren Illinois Electric Distribution
|
|
Ameren Illinois Natural Gas
|
|
Ameren Illinois Transmission
|
|
Intersegment Eliminations
|
|
Ameren Illinois
|
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
$
|
867
|
|
|
$
|
581
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,448
|
|
|
Commercial
|
511
|
|
|
159
|
|
|
—
|
|
|
—
|
|
|
670
|
|
|
|||||
Industrial
|
130
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
147
|
|
|
|||||
Other
|
39
|
|
|
58
|
|
|
267
|
|
|
(53
|
)
|
|
311
|
|
|
|||||
Total revenues
(a)
|
$
|
1,547
|
|
|
$
|
815
|
|
|
$
|
267
|
|
|
$
|
(53
|
)
|
|
$
|
2,576
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
$
|
870
|
|
|
$
|
531
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,401
|
|
|
Commercial
|
527
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
673
|
|
|
|||||
Industrial
|
113
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
125
|
|
|
|||||
Other
|
58
|
|
|
54
|
|
|
258
|
|
|
(42
|
)
|
|
328
|
|
|
|||||
Total revenues
(a)
|
$
|
1,568
|
|
|
$
|
743
|
|
|
$
|
258
|
|
|
$
|
(42
|
)
|
|
$
|
2,527
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
$
|
895
|
|
|
$
|
530
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,425
|
|
|
Commercial
|
517
|
|
|
153
|
|
|
—
|
|
|
—
|
|
|
670
|
|
|
|||||
Industrial
|
96
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|
|||||
Other
|
40
|
|
|
61
|
|
|
232
|
|
|
(45
|
)
|
|
288
|
|
|
|||||
Total revenues
(a)
|
$
|
1,548
|
|
|
$
|
754
|
|
|
$
|
232
|
|
|
$
|
(45
|
)
|
|
$
|
2,489
|
|
|
(a)
|
The following table presents increases/(decreases) in revenues from alternative revenue programs and other revenues not from contracts with customers for the Ameren Illinois segments for the years ended
December 31, 2018
,
2017
, and
2016
:
|
|
Ameren Illinois Electric Distribution
|
|
Ameren Illinois Natural Gas
|
|
Ameren Illinois Transmission
|
|
Ameren Illinois
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Revenues from alternative revenue programs
|
$
|
(3
|
)
|
|
$
|
(23
|
)
|
|
$
|
(25
|
)
|
|
$
|
(51
|
)
|
Other revenues not from contracts with customers
|
16
|
|
|
2
|
|
|
—
|
|
|
18
|
|
||||
2017
|
|
|
|
|
|
|
|
||||||||
Revenues from alternative revenue programs
|
$
|
(5
|
)
|
|
$
|
5
|
|
|
$
|
9
|
|
|
$
|
9
|
|
Other revenues not from contracts with customers
|
6
|
|
|
2
|
|
|
—
|
|
|
8
|
|
||||
2016
|
|
|
|
|
|
|
|
||||||||
Revenues from alternative revenue programs
|
$
|
(70
|
)
|
|
$
|
11
|
|
|
$
|
2
|
|
|
$
|
(57
|
)
|
Other revenues not from contracts with customers
|
6
|
|
|
2
|
|
|
—
|
|
|
8
|
|
Ameren
|
2018
|
|
|
2017
|
|
||||||||||||||||||||||||||||
Quarter ended
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
|
March 31
|
|
|
June 30
|
|
|
September 30
|
|
December 31
|
|
||||||||||||||
Operating revenues
(a)
|
$
|
1,585
|
|
|
$
|
1,563
|
|
|
$
|
1,724
|
|
|
$
|
1,419
|
|
|
|
$
|
1,515
|
|
|
$
|
1,537
|
|
|
$
|
1,723
|
|
|
$
|
1,399
|
|
|
Operating income
(a)
|
273
|
|
|
385
|
|
|
533
|
|
|
166
|
|
|
|
242
|
|
|
387
|
|
|
569
|
|
|
212
|
|
|
||||||||
Net income (loss)
|
153
|
|
|
240
|
|
|
359
|
|
|
69
|
|
|
|
104
|
|
|
194
|
|
|
290
|
|
|
(59
|
)
|
(b)
|
||||||||
Net income (loss) attributable to Ameren common shareholders
|
$
|
151
|
|
|
$
|
239
|
|
|
$
|
357
|
|
|
$
|
68
|
|
|
|
$
|
102
|
|
|
$
|
193
|
|
|
$
|
288
|
|
|
$
|
(60
|
)
|
|
Earnings (loss) per common share – basic
|
$
|
0.62
|
|
|
$
|
0.98
|
|
|
$
|
1.46
|
|
|
$
|
0.28
|
|
|
|
$
|
0.42
|
|
|
$
|
0.79
|
|
|
$
|
1.19
|
|
|
$
|
(0.24
|
)
|
|
Earnings (loss) per common share – diluted
(c)
|
$
|
0.62
|
|
|
$
|
0.97
|
|
|
$
|
1.45
|
|
|
$
|
0.28
|
|
|
|
$
|
0.42
|
|
|
$
|
0.79
|
|
|
$
|
1.18
|
|
|
$
|
(0.24
|
)
|
|
(a)
|
2017 amounts have been revised to reflect the adoption of accounting guidance on revenue from contracts with customers and the presentation of net periodic pension and postretirement benefit cost, effective for the Ameren Companies as of January 1, 2018. See Note 1 – Summary of Significant Accounting Policies and Note 10 – Retirement Benefits under Part II, Item 8, of this report for additional information.
|
(b)
|
Includes an increase to income tax expense of
$154 million
recorded in 2017 as a result of the TCJA.
|
(c)
|
The sum of quarterly amounts, including per share amounts, may not equal amounts reported for year-to-date periods. This is because of the effects of rounding and the changes in the number of weighted-average diluted shares outstanding each period.
|
Ameren Missouri
Quarter ended
|
|
Operating
Revenues
(a)
|
|
Operating
Income
(a)
|
|
Net Income (Loss)
|
|
Net Income (Loss)
Available
to Common
Shareholder
|
||||||||
March 31, 2018
|
|
$
|
792
|
|
|
$
|
90
|
|
|
$
|
39
|
|
|
$
|
38
|
|
March 31, 2017
|
|
791
|
|
|
47
|
|
|
6
|
|
|
5
|
|
||||
June 30, 2018
|
|
955
|
|
|
258
|
|
|
169
|
|
|
168
|
|
||||
June 30, 2017
|
|
934
|
|
|
230
|
|
|
121
|
|
|
120
|
|
||||
September 30, 2018
|
|
1,129
|
|
|
394
|
|
|
295
|
|
|
294
|
|
||||
September 30, 2017
|
|
1,116
|
|
|
412
|
|
|
235
|
|
|
234
|
|
||||
December 31, 2018
|
|
713
|
|
|
7
|
|
|
(22
|
)
|
|
(22
|
)
|
||||
December 31, 2017
|
|
696
|
|
|
33
|
|
|
(36
|
)
|
(b)
|
(36
|
)
|
(a)
|
2017 amounts have been revised to reflect the adoption of accounting guidance on revenue from contracts with customers and the presentation of net periodic pension and postretirement benefit cost, effective for the Ameren Companies as of January 1, 2018. See Note 1 – Summary of Significant Accounting Policies and Note 10 – Retirement Benefits under Part II, Item 8, of this report for additional information.
|
(b)
|
Includes an increase to income tax expense of
$32 million
recorded in 2017 as a result of the TCJA.
|
Ameren Illinois
Quarter ended
|
|
Operating
Revenues
(a)
|
|
Operating
Income
(a)
|
|
Net Income
|
|
Net Income
Available
to Common
Shareholder
|
||||||||
March 31, 2018
|
|
$
|
760
|
|
|
$
|
159
|
|
|
$
|
96
|
|
|
$
|
95
|
|
March 31, 2017
|
|
703
|
|
|
169
|
|
|
80
|
|
|
79
|
|
||||
June 30, 2018
|
|
578
|
|
|
105
|
|
|
63
|
|
|
62
|
|
||||
June 30, 2017
|
|
576
|
|
|
128
|
|
|
58
|
|
|
57
|
|
||||
September 30, 2018
|
|
564
|
|
|
113
|
|
|
63
|
|
|
63
|
|
||||
September 30, 2017
|
|
574
|
|
|
124
|
|
|
55
|
|
|
55
|
|
||||
December 31, 2018
|
|
674
|
|
|
135
|
|
|
85
|
|
|
84
|
|
||||
December 31, 2017
|
|
674
|
|
|
148
|
|
|
78
|
|
|
77
|
|
(a)
|
2017 amounts have been revised to reflect the adoption of accounting guidance on revenue from contracts with customers and the presentation of net periodic pension and postretirement benefit cost, effective for the Ameren Companies as of January 1, 2018. See Note 1 – Summary of Significant Accounting Policies and Note 10 – Retirement Benefits under Part II, Item 8, of this report for additional information.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
(b)
|
Management’s Report on Internal Control over Financial Reporting
|
(c)
|
Change in Internal Control
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan
Category
|
|
Column A
Number of Securities To Be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
(a)
|
|
Column B
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
|
Column C
Number of Securities Remaining
Available for Future Issuance
Equity Compensation Plans (excluding
securities reflected in Column A)
|
|||
Equity compensation plans approved by security holders
(b)
|
|
1,650,565
|
|
|
(c)
|
|
|
3,772,209
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
1,650,565
|
|
|
(c)
|
|
|
3,772,209
|
|
(a)
|
Pursuant to grants of performance share units (PSUs) and restricted stock units (RSUs) under the 2014 Incentive Plan, 1,393,223 of the securities represent the target number of PSUs granted but not vested and 187,314 of the securities represent the number of RSUs granted but not vested (including accrued and reinvested dividends) as of December 31, 2018 (including outstanding awards under the 2014 Incentive Plan as of December 31, 2018). The actual number of shares issued in respect of the PSUs will vary from 0% to 200% of the target level, depending upon the achievement of total shareholder return objectives established for such awards. For additional information about the PSUs and RSUs, including payout calculations, see “Compensation Discussion and Analysis – Long-Term Incentive Compensation” in Ameren’s definitive proxy statement for its 2019 annual meeting of shareholders, which will be filed pursuant to SEC Regulation 14A. Also, 70,028 of the securities represent shares that may be issued as of December 31, 2018, to satisfy obligations under the Ameren Corporation Deferred Compensation Plan for members of the board of directors.
|
(b)
|
Consists of the 2014 Incentive Plan.
|
(c)
|
No consideration is received when shares are distributed for earned PSUs, RSUs, and director awards. Accordingly, there is no weighted-average exercise price.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
|
|
Page No.
|
(a)(1) Financial Statements
|
|
Ameren
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Statement of Income and Comprehensive Income – Years Ended December 31, 2018, 2017, and 2016
|
|
Consolidated Balance Sheet – December 31, 2018 and 2017
|
|
Consolidated Statement of Cash Flows – Years Ended December 31, 2018, 2017, and 2016
|
|
Consolidated Statement of Shareholders’ Equity – Years Ended December 31, 2018, 2017, and 2016
|
|
Ameren Missouri
|
|
Report of Independent Registered Public Accounting Firm
|
|
Statement of Income – Years Ended December 31, 2018, 2017, and 2016
|
|
Balance Sheet – December 31, 2018 and 2017
|
|
Statement of Cash Flows – Years Ended December 31, 2018, 2017, and 2016
|
|
Statement of Shareholders’ Equity – Years Ended December 31, 2018, 2017, and 2016
|
|
Ameren Illinois
|
|
Report of Independent Registered Public Accounting Firm
|
|
Statement of Income and Comprehensive Income – Years Ended December 31, 2018, 2017, and 2016
|
|
Balance Sheet – December 31, 2018 and 2017
|
|
Statement of Cash Flows – Years Ended December 31, 2018, 2017, and 2016
|
|
Statement of Shareholders’ Equity – Years Ended December 31, 2018, 2017, and 2016
|
|
|
|
(a)(2) Financial Statement Schedules
|
|
Schedule I
|
|
Condensed Financial Information of Parent – Ameren:
|
|
Condensed Statement of Income and Comprehensive Income – Years Ended December 31, 2018, 2017, and 2016
|
|
Condensed Balance Sheet – December 31, 2018 and 2017
|
|
Condensed Statement of Cash Flows – Years Ended December 31, 2018, 2017, and 2016
|
|
Schedule II
|
|
Ameren
|
|
Valuation and Qualifying Accounts for the years ended December 31, 2018, 2017, and 2016
|
|
Ameren Missouri
|
|
Valuation and Qualifying Accounts for the years ended December 31, 2018, 2017, and 2016
|
|
Ameren Illinois
|
|
Valuation and Qualifying Accounts for the years ended December 31, 2018, 2017, and 2016
|
SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT
AMEREN CORPORATION CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME For the Years Ended December 31, 2018, 2017, and 2016 |
|||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Operating revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating expenses
|
11
|
|
|
15
|
|
|
19
|
|
|||
Operating loss
|
(11
|
)
|
|
(15
|
)
|
|
(19
|
)
|
|||
Equity in earnings of subsidiaries
|
857
|
|
|
659
|
|
|
663
|
|
|||
Interest income from affiliates
|
3
|
|
|
9
|
|
|
10
|
|
|||
Total other income (expense), net
|
(12
|
)
|
|
2
|
|
|
—
|
|
|||
Interest charges
|
34
|
|
|
31
|
|
|
28
|
|
|||
Income tax (benefit)
|
(12
|
)
|
|
101
|
|
|
(27
|
)
|
|||
Net Income Attributable to Ameren Common Shareholders
|
$
|
815
|
|
|
$
|
523
|
|
|
$
|
653
|
|
|
|
|
|
|
|
||||||
Net Income Attributable to Ameren Common Shareholders
|
$
|
815
|
|
|
$
|
523
|
|
|
$
|
653
|
|
Other Comprehensive Income (Loss), Net of Taxes:
|
|
|
|
|
|
||||||
Pension and other postretirement benefit plan activity, net of income taxes (benefit) of $(1), $3, and $(7), respectively
|
(4
|
)
|
|
5
|
|
|
(20
|
)
|
|||
Comprehensive Income Attributable to Ameren Common Shareholders
|
$
|
811
|
|
|
$
|
528
|
|
|
$
|
633
|
|
SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT
AMEREN CORPORATION CONDENSED BALANCE SHEET |
|||||||
(In millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
Advances to money pool
|
76
|
|
|
13
|
|
||
Accounts receivable – affiliates
|
43
|
|
|
46
|
|
||
Other current assets
|
4
|
|
|
8
|
|
||
Total current assets
|
123
|
|
|
67
|
|
||
Investments in subsidiaries
|
8,559
|
|
|
7,944
|
|
||
Note receivable – ATXI
|
75
|
|
|
75
|
|
||
Accumulated deferred income taxes, net
|
108
|
|
|
222
|
|
||
Other assets
|
126
|
|
|
140
|
|
||
Total assets
|
$
|
8,991
|
|
|
$
|
8,448
|
|
Liabilities and Shareholders’ Equity:
|
|
|
|
||||
Short-term debt
|
$
|
470
|
|
|
$
|
383
|
|
Borrowings from money pool
|
46
|
|
|
28
|
|
||
Accounts payable – affiliates
|
10
|
|
|
6
|
|
||
Other current liabilities
|
12
|
|
|
27
|
|
||
Total current liabilities
|
538
|
|
|
444
|
|
||
Long-term debt
|
697
|
|
|
696
|
|
||
Pension and other postretirement benefits
|
43
|
|
|
37
|
|
||
Other deferred credits and liabilities
|
82
|
|
|
87
|
|
||
Total liabilities
|
1,360
|
|
|
1,264
|
|
||
Commitments and Contingencies (Note 5)
|
|
|
|
||||
Shareholders’ Equity:
|
|
|
|
||||
Common stock, $.01 par value, 400.0 shares authorized – shares outstanding of 244.5 and 242.6, respectively
|
2
|
|
|
2
|
|
||
Other paid-in capital, principally premium on common stock
|
5,627
|
|
|
5,540
|
|
||
Retained earnings
|
2,024
|
|
|
1,660
|
|
||
Accumulated other comprehensive loss
|
(22
|
)
|
|
(18
|
)
|
||
Total shareholders’ equity
|
7,631
|
|
|
7,184
|
|
||
Total liabilities and shareholders’ equity
|
$
|
8,991
|
|
|
$
|
8,448
|
|
SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT
AMEREN CORPORATION CONDENSED STATEMENT OF CASH FLOWS For the Years Ended December 31, 2018, 2017, and 2016 |
||||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash flows provided by operating activities
|
|
$
|
550
|
|
|
$
|
454
|
|
|
$
|
483
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Money pool advances, net
|
|
(63
|
)
|
|
14
|
|
|
(27
|
)
|
|||
Notes receivable – ATXI, net
|
|
—
|
|
|
275
|
|
|
(60
|
)
|
|||
Investments in subsidiaries
|
|
(208
|
)
|
|
(151
|
)
|
|
(123
|
)
|
|||
Other
|
|
5
|
|
|
6
|
|
|
2
|
|
|||
Net cash flows provided by (used in) investing activities
|
|
(266
|
)
|
|
144
|
|
|
(208
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Dividends on common stock
|
|
(451
|
)
|
|
(431
|
)
|
|
(416
|
)
|
|||
Short-term debt, net
|
|
87
|
|
|
(124
|
)
|
|
206
|
|
|||
Money pool borrowings, net
|
|
18
|
|
|
(5
|
)
|
|
19
|
|
|||
Issuances of common stock
|
|
74
|
|
|
—
|
|
|
—
|
|
|||
Repurchases of common stock for stock-based compensation
|
|
—
|
|
|
(24
|
)
|
|
(51
|
)
|
|||
Employee payroll taxes related to stock-based compensation
|
|
(19
|
)
|
|
(15
|
)
|
|
(32
|
)
|
|||
Net cash flows used in financing activities
|
|
(291
|
)
|
|
(599
|
)
|
|
(274
|
)
|
|||
Net change in cash, cash equivalents, and restricted cash
|
|
$
|
(7
|
)
|
|
$
|
(1
|
)
|
|
$
|
1
|
|
Cash, cash equivalents, and restricted cash at beginning of year
|
|
8
|
|
|
9
|
|
|
8
|
|
|||
Cash, cash equivalents, and restricted cash at end of year
|
|
$
|
1
|
|
|
$
|
8
|
|
|
$
|
9
|
|
|
|
|
|
|
|
|
||||||
Cash dividends received from consolidated subsidiaries
|
|
$
|
450
|
|
|
$
|
362
|
|
|
$
|
465
|
|
|
|
|
|
|
|
|
||||||
Noncash financing activity – Issuance of common stock for stock-based compensation
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2018
|
|
2017
|
||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash included in “Other current assets”
|
1
|
|
|
8
|
|
||
Total cash, cash equivalents, and restricted cash
|
$
|
1
|
|
|
$
|
8
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Other Income (Expense), Net
|
|
|
|
|
|
||||||
Non-service cost components of net periodic benefit income
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
5
|
|
Donations
|
(13
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Other expense, net
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Total Other Income (Expense), Net
|
$
|
(12
|
)
|
|
$
|
2
|
|
|
$
|
—
|
|
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2018, 2017, AND 2016 |
|||||||||||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Column A
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||||||
Description
|
Balance at
Beginning
of Period
|
|
(1)
Charged to Costs
and Expenses
|
|
(2)
Charged to Other
Accounts
(a)
|
|
Deductions
(b)
|
|
Balance at End
of Period
|
||||||||||
Ameren:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from assets – allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
$
|
19
|
|
|
$
|
27
|
|
|
$
|
4
|
|
|
$
|
32
|
|
|
$
|
18
|
|
2017
|
19
|
|
|
26
|
|
|
7
|
|
|
33
|
|
|
19
|
|
|||||
2016
|
19
|
|
|
32
|
|
|
3
|
|
|
35
|
|
|
19
|
|
|||||
Deferred tax valuation allowance:
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
2017
|
11
|
|
|
(6
|
)
|
(c)
|
—
|
|
|
—
|
|
|
5
|
|
|||||
2016
|
6
|
|
|
7
|
|
|
(2
|
)
|
|
—
|
|
|
11
|
|
|||||
Ameren Missouri:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from assets – allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
$
|
7
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
7
|
|
2017
|
7
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|
7
|
|
|||||
2016
|
7
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|
7
|
|
|||||
Ameren Illinois:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from assets – allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
$
|
12
|
|
|
$
|
18
|
|
|
$
|
4
|
|
|
$
|
23
|
|
|
$
|
11
|
|
2017
|
12
|
|
|
17
|
|
|
7
|
|
|
24
|
|
|
12
|
|
|||||
2016
|
12
|
|
|
22
|
|
|
3
|
|
|
25
|
|
|
12
|
|
(a)
|
Amounts associated with the allowance for doubtful accounts relate to the uncollectible account reserve associated with receivables purchased by Ameren Illinois from alternative retail electric suppliers, as required by the Illinois Public Utilities Act. The amounts relating to the deferred tax valuation allowance are for items that have expired and were removed from both the underlying accumulated deferred income tax account as well as the offsetting valuation account.
|
(b)
|
Uncollectible accounts charged off, less recoveries.
|
(c)
|
Includes an adjustment of
$3 million
to Ameren (parent)’s valuation allowance for certain deferred tax assets existing at December 31, 2017, for the reduction in the income tax rate.
|
ITEM 16.
|
FORM 10-K SUMMARY
|
4.15
|
Ameren
Ameren Missouri
|
March 31, 2004 Form 10-Q, Exhibit 4.3,
File No. 1-2967
|
|
4.16
|
Ameren
Ameren Missouri
|
March 31, 2004 Form 10-Q, Exhibit 4.8,
File No. 1-2967
|
|
4.17
|
Ameren
Ameren Missouri
|
September 23, 2004 Form 8-K, Exhibit 4.4,
File No. 1-2967
|
|
4.18
|
Ameren
Ameren Missouri
|
January 27, 2005 Form 8-K, Exhibit 4.4,
File No. 1-2967
|
|
4.19
|
Ameren
Ameren Missouri
|
July 21, 2005 Form 8-K, Exhibit 4.4,
File No. 1-2967
|
|
4.20
|
Ameren
Ameren Missouri
|
June 19, 2008 Form 8-K, Exhibit 4.5,
File No. 1-2967
|
|
4.21
|
Ameren
Ameren Missouri
|
March 23, 2009 Form 8-K, Exhibit 4.5,
File No. 1-2967
|
|
4.22
|
Ameren
Ameren Missouri
|
Exhibit 4.45, File No. 333-182258
|
|
4.23
|
Ameren
Ameren Missouri
|
September 11, 2012 Form 8-K, Exhibit 4.4,
File No. 1-2967
|
|
4.24
|
Ameren
Ameren Missouri
|
April 4, 2014 Form 8-K, Exhibit 4.5,
File No. 1-2967
|
|
4.25
|
Ameren
Ameren Missouri
|
April 6, 2015 Form 8-K, Exhibit 4.5, File No. 1-2967
|
|
4.26
|
Ameren
Ameren Missouri
|
June 15, 2017 Form 8-K, Exhibit 4.5, File No. 1-2967
|
|
4.27
|
Ameren
Ameren Missouri
|
April 6, 2018 Form 8-K, Exhibit 4.2, File No. 1-2967
|
|
4.28
|
Ameren
Ameren Missouri
|
Loan Agreement, dated as of December 1, 1992, between the Missouri Environmental Authority and Ameren Missouri, together with Indenture of Trust dated as of December 1, 1992, between the Missouri Environmental Authority and UMB Bank, N.A. as successor trustee to Mercantile Bank of St. Louis, N.A.
|
1992 Form 10-K, Exhibit 4.38,
File No. 1-2967
|
4.29
|
Ameren
Ameren Missouri
|
March 31, 2004 Form 10-Q, Exhibit 4.10,
File No. 1-2967
|
|
4.30
|
Ameren
Ameren Missouri
|
September 30, 1998 Form 10-Q,
Exhibit 4.28, File No. 1-2967
|
|
4.31
|
Ameren
Ameren Missouri
|
March 31, 2004 Form 10-Q, Exhibit 4.11,
File No. 1-2967
|
|
4.32
|
Ameren
Ameren Missouri
|
September 30, 1998 Form 10-Q,
Exhibit 4.29, File No. 1-2967
|
|
4.33
|
Ameren
Ameren Missouri
|
March 31, 2004 Form 10-Q, Exhibit 4.12,
File No. 1-2967
|
|
4.34
|
Ameren
Ameren Missouri
|
September 30, 1998 Form 10-Q,
Exhibit 4.30, File No. 1-2967
|
|
4.35
|
Ameren
Ameren Missouri
|
March 31, 2004 Form 10-Q, Exhibit 4.13,
File No. 1-2967
|
|
4.36
|
Ameren
Ameren Missouri
|
August 23, 2002 Form 8-K, Exhibit 4.1,
File No. 1-2967
|
|
4.37
|
Ameren
Ameren Missouri
|
Exhibit 4.48, File No. 333-182258
|
|
4.38
|
Ameren
Ameren Missouri
|
March 11, 2003 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-2967
|
4.39
|
Ameren
Ameren Missouri
|
September 23, 2004 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-2967
|
|
4.40
|
Ameren
Ameren Missouri
|
January 27, 2005 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-2967
|
|
4.41
|
Ameren
Ameren Missouri
|
July 21, 2005 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-2967
|
|
4.42
|
Ameren
Ameren Missouri
|
June 19, 2008 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-2967
|
|
4.43
|
Ameren
Ameren Missouri
|
March 23, 2009 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-2967
|
|
4.44
|
Ameren
Ameren Missouri
|
September 30, 2012 Form 10-Q, Exhibit 4.1 and September 11, 2012 Form 8-K, Exhibit 4.2, File No. 1-2967
|
|
4.45
|
Ameren
Ameren Missouri
|
April 4, 2014 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-2967
|
|
4.46
|
Ameren
Ameren Missouri
|
April 6, 2015 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-2967
|
|
4.47
|
Ameren
Ameren Missouri
|
June 23, 2016 Form 8-K, Exhibits 4.3, and 4.4, File No. 1-2967
|
|
4.48
|
Ameren
Ameren Missouri
|
June 15, 2017 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-2967
|
|
4.49
|
Ameren
Ameren Illinois
|
Exhibit 4.4, File No. 333-59438
|
|
4.50
|
Ameren
Ameren Illinois
|
June 19, 2006 Form 8-K, Exhibit 4.2, File No. 1-3672
|
|
4.51
|
Ameren
Ameren Illinois
|
Exhibit 4.17, File No. 333-166095
|
|
4.52
|
Ameren
Ameren Illinois
|
2010 Form 10-K, Exhibit 4.59, File No. 1-3672
|
|
4.53
|
Ameren
Ameren Illinois
|
2010 Form 10-K, Exhibit 4.60, File No. 1-3672
|
|
4.54
|
Ameren
Ameren Illinois
|
2010 Form 10-K, Exhibit 4.62, File No. 1-3672
|
|
4.55
|
Ameren
Ameren Illinois
|
Indenture of Mortgage and Deed of Trust between Ameren Illinois (successor in interest to Central Illinois Light Company and Illinois Power Company) and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as trustee, dated as of April 1, 1933 (CILCO Mortgage), Supplemental Indenture between the same parties dated as of June 30, 1933, Supplemental Indenture between CILCO (predecessor in interest to Ameren Illinois) and the trustee, dated as of July 1, 1933, Supplemental Indenture between the same parties dated as of January 1, 1935, and Supplemental Indenture between the same parties dated as of April 1, 1940
|
Exhibit B-1, Registration No. 2-1937; Exhibit B-1(a), Registration No. 2-2093; and Exhibit A, April 1940 Form 8-K, File No. 1-2732
|
4.56
|
Ameren
Ameren Illinois
|
2017 Form 10-K, Exhibit 4.59, File No. 1-3672
|
|
4.57
|
Ameren
Ameren Illinois
|
2017 Form 10-K, Exhibit 4.60, File No. 1-3672
|
|
4.58
|
Ameren
Ameren Illinois
|
2017 Form 10-K, Exhibit 4.61, File No. 1-3672
|
|
4.59
|
Ameren
Ameren Illinois
|
2017 Form 10-K, Exhibit 4.62, File No. 1-3672
|
|
4.60
|
Ameren
Ameren Illinois
|
June 19, 2006 Form 8-K, Exhibit 4.11, File No. 1-2732
|
4.61
|
Ameren
Ameren Illinois
|
October 7, 2010 Form 8 K, Exhibit 4.4, File No. 1-14756
|
|
4.62
|
Ameren
Ameren Illinois
|
June 19, 2006 Form 8-K, Exhibit 4.3, File No. 1-2732
|
|
4.63
|
Ameren
Ameren Illinois
|
October 7, 2010 Form 8 K, Exhibit 4.1, File No. 1-3672
|
|
4.64
|
Ameren
Ameren Illinois
|
September 30, 2011 Form 10-Q, Exhibit 4.1,
File No. 1-3672
|
|
4.65
|
Ameren
Ameren Illinois
|
June 19, 2006 Form 8-K, Exhibit 4.6, File No. 1-2732
|
|
4.66
|
Ameren
Ameren Illinois
|
General Mortgage Indenture and Deed of Trust, dated as of November 1, 1992 between Ameren Illinois (successor in interest to Illinois Power Company) and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Ameren Illinois Mortgage)
|
1992 Form 10-K, Exhibit 4(cc), File No. 1-3004
|
4.67
|
Ameren
Ameren Illinois
|
June 30, 1999 Form 10-Q, Exhibit 4.2, File No. 1-3004
|
|
4.68
|
Ameren
Ameren Illinois
|
December 23, 2002 Form 8-K, Exhibit 4.1, File No. 1-3004
|
|
4.69
|
Ameren
Ameren Illinois
|
October 7, 2010 Form 8 K, Exhibit 4.9, File No. 1-3672
|
|
4.70
|
Ameren
Ameren Illinois
|
Exhibit 4.78, File No. 333-182258
|
|
4.71
|
Ameren
Ameren Illinois
|
August 20, 2012 Form 8-K, Exhibit 4.5, File No. 1-3672
|
|
4.72
|
Ameren
Ameren Illinois
|
December 10, 2013 Form 8-K, Exhibit 4.5, File No. 1-3672
|
|
4.73
|
Ameren
Ameren Illinois
|
June 30, 2014 Form 8-K, Exhibit 4.5, File No. 1-3672
|
|
4.74
|
Ameren
Ameren Illinois
|
December 10, 2014 Form 8-K, Exhibit 4.5, File No. 1-3672
|
|
4.75
|
Ameren
Ameren Illinois
|
December 14, 2015 Form 8-K, Exhibit 4.5, File No. 1-3672
|
|
4.76
|
Ameren
Ameren Illinois
|
September 30, 2017 Form 10-Q, Exhibit 4.1, File No. 1-3672
|
|
4.77
|
Ameren
Ameren Illinois
|
November 28, 2017 Form 8-K, Exhibit 4.2, File No. 1-3672
|
|
4.78
|
Ameren
Ameren Illinois
|
May 22, 2018 Form 8-K, Exhibit 4.2, File No. 1-3672
|
|
4.79
|
Ameren
Ameren Illinois
|
November 15, 2018 Form 8-K, Exhibit 4.2, File No. 1-3672
|
|
4.80
|
Ameren
Ameren Illinois
|
June 19, 2006 Form 8-K, Exhibit 4.4, File No. 1-3004
|
|
4.81
|
Ameren
Ameren Illinois
|
October 7, 2010 Form 8 K, Exhibit 4.5, File No. 1-14756
|
|
4.82
|
Ameren
Ameren Illinois
|
September 30, 2011 Form 10-Q, Exhibit 4.2, File No. 1-3672
|
|
4.83
|
Ameren
Ameren Illinois
|
Exhibit 4.83, File No. 333-182258
|
|
4.84
|
Ameren
Ameren Illinois
|
August 20, 2012 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-3672
|
|
4.85
|
Ameren
Ameren Illinois
|
December 10, 2013 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-3672
|
4.86
|
Ameren
Ameren Illinois
|
June 30, 2014 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-3672
|
|
4.87
|
Ameren
Ameren Illinois
|
December 10, 2014 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-3672
|
|
4.88
|
Ameren
Ameren Illinois
|
December 14, 2015 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-3672
|
|
4.89
|
Ameren
Ameren Illinois
|
December 6, 2016 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-3672
|
|
4.90
|
Ameren
Ameren Missouri
|
April 6, 2018, Form 8-K, Exhibit 4.2, File No. 1-2967
|
|
4.91
|
Ameren
Ameren Illinois
|
May 22, 2018 Form 8-K, Exhibit 4.2, File No. 1-3672
|
|
4.92
|
Ameren
Ameren Illinois
|
November 15, 2018 Form 8-K, Exhibit 4.2, File No. 1-3672
|
|
Material Contracts
|
|||
10.1
|
Ameren Companies
|
June 30, 2015 Form 10-Q, Exhibit 10.1, File No. 1-14756
|
|
10.2
|
Ameren
Ameren Missouri
|
December 8, 2016 Form 8-K, Exhibit 10.1, File No. 1-2967
|
|
10.3
|
Ameren
Ameren Illinois
|
December 8, 2016 Form 8-K, Exhibit 10.2, File No. 1-3672
|
|
10.4
|
Ameren
|
|
|
10.5
|
Ameren
|
June 30, 2008 Form 10-Q, Exhibit 10.3, File No. 1-14756
|
|
10.6
|
Ameren
|
2009 Form 10-K, Exhibit 10.15, File No. 1-14756
|
|
10.7
|
Ameren
|
2010 Form 10-K, Exhibit 10.15, File No. 1-14756
|
|
10.8
|
Ameren
|
October 14, 2009 Form 8-K, Exhibit 10.1, File No. 1-14756
|
|
10.9
|
Ameren
|
2010 Form 10-K, Exhibit 10.17, File No. 1-14756
|
|
10.10
|
Ameren Companies
|
2014 Form 10-K, Exhibit 10.13, File No. 1-14756
|
|
10.11
|
Ameren Companies
|
2015 Form 10-K, Exhibit 10.13, File No. 1-14756
|
|
10.12
|
Ameren Companies
|
2016 Form 10-K, Exhibit 10.13, File No. 1-14756
|
|
10.13
|
Ameren Companies
|
2017 Form 10-K, Exhibit 10.13, File No. 1-14756
|
|
10.14
|
Ameren Companies
|
|
|
10.15
|
Ameren Companies
|
2014 Form 10-K, Exhibit 10.17, File No. 1-14756
|
|
10.16
|
Ameren Companies
|
2015 Form 10-K, Exhibit 10.17, File No. 1-14756
|
|
10.17
|
Ameren Companies
|
2016 Form 10-K, Exhibit 10.17, File No. 1-14756
|
|
10.18
|
Ameren Companies
|
2017 Form 10-K, Exhibit 10.17, File No. 1-14756
|
|
10.19
|
Ameren Companies
|
|
|
10.20
|
Ameren Companies
|
2008 Form 10-K, Exhibit 10.37, File No. 1-14756
|
|
10.21
|
Ameren Companies
|
October 14, 2009 Form 8-K, Exhibit 10.2, File No. 1-14756
|
|
10.22
|
Ameren Companies
|
|
31.5
|
Ameren Illinois
|
|
|
31.6
|
Ameren Illinois
|
|
|
Section 1350 Certifications
|
|||
32.1
|
Ameren
|
|
|
32.2
|
Ameren Missouri
|
|
|
32.3
|
Ameren Illinois
|
|
|
Additional Exhibits
|
|||
99.1
|
Ameren Companies
|
2013 Form 10-K, Exhibit 99.1, File No. 1-14756
|
|
Interactive Data File
|
|||
101.INS
|
Ameren Companies
|
XBRL Instance Document
|
|
101.SCH
|
Ameren Companies
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
Ameren Companies
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.LAB
|
Ameren Companies
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
Ameren Companies
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
101.DEF
|
Ameren Companies
|
XBRL Taxonomy Extension Definition Document
|
|
|
|
AMEREN CORPORATION
(registrant)
|
||
|
|
|
|
|
Date:
|
February 26, 2019
|
By
|
|
/s/ Warner L. Baxter
|
|
|
|
|
Warner L. Baxter
Chairman, President and Chief Executive Officer
|
*
|
|
Director
|
|
February 26, 2019
|
|
Stephen R. Wilson
|
|
|
|
|
|
|
|
|
|
||
*By
|
/s/ Martin J. Lyons, Jr.
|
|
|
|
February 26, 2019
|
|
Martin J. Lyons, Jr.
|
|
|
|
|
|
Attorney-in-Fact
|
|
|
|
|
|
|
UNION ELECTRIC COMPANY
(registrant)
|
||
|
|
|
|
|
Date:
|
February 26, 2019
|
By
|
|
/s/ Michael L. Moehn
|
|
|
|
|
Michael L. Moehn
Chairman and President
|
|
|
AMEREN ILLINOIS COMPANY
(registrant)
|
||
|
|
|
|
|
Date:
|
February 26, 2019
|
By
|
|
/s/ Richard J. Mark
|
|
|
|
|
Richard J. Mark
Chairman and President
|
$90,000
|
Base cash annual retainer payable in twelve equal installments;
|
Approximately $135,000 of shares
|
Shares of the Company’s common stock to be awarded to new Directors upon election and annually to all Directors on or about January 1 of each year;
|
$30,000
|
Additional annual cash retainer for Lead Director;
|
$20,000
|
Additional annual cash retainer for Audit and Risk Committee and
Nuclear and Operations Committee Chair;
|
$17,500
|
Additional annual cash retainer for Human Resources Committee Chair;
|
$15,000
|
Additional annual cash retainer for all other Committee Chairs (currently Nominating and Corporate Governance Committee and Finance Committee);
|
$12,500
|
Additional annual cash retainer for Audit and Risk Committee and Nuclear and Operations Committee members;
|
$10,000
|
Additional annual cash retainer for Human Resources Committee members; and
|
$7,500
|
Additional annual cash retainer for members of all other Committees.
|
|
Customary and usual travel expenses to be reimbursed and eligibility to
participate in a nonqualified deferred compensation program.
|
Contents
|
Page
|
|
Summary
|
3
|
|
Eligibility
|
3
|
|
Award Opportunities
|
3
|
|
Plan Structure
|
3
|
|
Annual Performance Metrics (EPS, Safety & Operational)
|
3
|
|
Base Award
|
4
|
|
Individual Performance Modifier
|
4
|
|
Individual Short-Term Incentive Payout
|
5
|
|
Impact of Events
|
6
|
|
Confidentiality and Non-Solicitation Obligations
|
7
|
|
Confidential Information
|
7
|
|
Non-Solicitation
|
7
|
|
Impact on Incentive Award Payment
|
8
|
|
Ameren Relief
|
8
|
|
Administration
|
8
|
|
Governing Law and Jurisdiction
|
9
|
|
Miscellaneous
|
9
|
|
•
|
Equivalent Availability ("EA")
– EA measures the percentage of the year Ameren Missouri's base load coal-fired generation fleet is available for operating at full capacity.
|
•
|
System Average Interruption Frequency Index ("SAIFI")
– SAIFI is a standard customer reliability measure that assesses how often the average customer experiences a sustained interruption of service over a one-year period.
|
•
|
Callaway Performance Index ("CPI")
– CPI measures Callaway Energy Center's overall plant performance through an index of safety and reliability measures, consistent with the Institute of Nuclear Plant Operations (INPO) Index.
|
Event
|
Payout
|
Hire during plan year
|
The award pays out by March 15, 2020 based on 2019 base salary and EPS, safety & operational performance, pro rata for the number of days worked in the plan year and subject to the individual performance modifier.
|
Job changes during plan year (salary increase, new role, etc.)
|
The award pays out by March 15, 2020 based on 2019 base salary and EPS, safety & operational performance, pro rata based on any changes in short-term incentive target opportunity, salary, performance metrics and/or plan eligibility for each respective time period during the plan year, and subject to the individual performance modifier.
|
Death, disability or retirement during plan year or following plan year but before award is paid
|
The award pays out by March 15, 2020 based on 2019 base salary and EPS, safety & operational performance, pro rata for the number of days worked in the plan year, and subject to the individual performance modifier. In addition, any amounts payable under the Plan shall be offset by any amount owed by the Officer to Ameren or any subsidiary.
|
Paid, unpaid or military leave of absence during plan year
|
Treated as a period of normal employment.
|
Involuntary termination resulting in eligibility for payment under the Ameren Corporation Severance Plan for Ameren Officers
|
The award pays out by March 15, 2020 based on 2019 base salary and EPS, safety & operational performance, pro rata for the number of days worked in the plan year, and subject to the individual performance modifier, assuming the eligible participant signed and returned the Company’s approved general release and waiver within the appropriate deadlines and without timely revocation. In addition, any amounts payable under the Plan shall be offset by any amount owed by the Officer to Ameren or any subsidiary.
|
Other involuntary or voluntary termination
|
No payout if termination occurs during the plan year or following the plan year but before any award is paid.
|
Violation of Confidentiality or Non-Solicitation Provision, or engaging in conduct or activity that is detrimental to Ameren
|
No payout if violation occurs before any award is paid. If violation occurs after the award is paid, the Officer will repay the award upon demand from Ameren.
|
a.
|
will only use Confidential Information in connection with the Officer’s duties and activities on behalf of or for the benefit of Ameren;
|
b.
|
will not use Confidential Information in any way that is detrimental to Ameren;
|
c.
|
will hold the Confidential Information in strictest confidence and take reasonable efforts to protect such Confidential Information from disclosure to any third party or person who is not authorized to receive, review or access the Confidential Information;
|
d.
|
will not use Confidential Information for the Officer’s own benefit or the benefit of others, without the prior written consent of Ameren; and
|
e.
|
will return all Confidential Information to Ameren within two business days of the Officer’s termination of employment or immediately upon Ameren’s demand to return the Confidential Information to Ameren.
|
a.
|
market, sell, solicit, or provide products or services competitive with or similar to products or services offered by Ameren to any person, company or entity that:
|
i.
|
is a customer or potential customer of Ameren during the twelve (12) months prior to your termination of employment and
|
ii.
|
with which you had direct contact with during the twelve (12) months prior to your termination of employment or possessed, utilized or developed Confidential Information about during the twelve (12) months prior to your termination of employment;
|
b.
|
raid, hire, solicit, encourage or attempt to persuade any employee or independent contractor of Ameren, or any person who was an employee or independent contractor of Ameren during the 24 months preceding your termination, to leave the employ of, terminate or reduce the person’s employment or business relationship with Ameren;
|
c.
|
interfere with the performance of any Ameren employee or independent contractor’s duties for Ameren.
|
Name, Position and Entities for which Officer is a Named Executive Officer
|
2019 Base Salary
|
|
|
Warner L. Baxter
Chairman, President and Chief Executive Officer – Ameren
(Ameren, UE, AIC)
|
|
$1,200,000
|
|
Martin J. Lyons, Jr.
Executive Vice President and Chief Financial Officer – Ameren, UE and AIC
(Ameren, UE, AIC)
|
|
$705,000
|
|
Michael L. Moehn
Chairman and President – UE
(Ameren, UE)
|
|
$580,000
|
|
Richard J. Mark
Chairman and President – AIC
(Ameren, AIC)
|
|
$539,000
|
|
Gregory L. Nelson
Senior Vice President, General Counsel and Secretary – Ameren, UE and AIC
(Ameren, UE, AIC)
|
|
$520,000
|
|
Fadi M. Diya
Senior Vice President and Chief Nuclear Officer – UE
(UE)
|
|
$515,000
|
|
Bhavani Amirthalingam
Senior Vice President & Chief Digital Information Officer – Ameren Services Company
(AIC)
|
|
$412,000
|
|
Benefit Level - 3
|
|
Baxter, Warner L.
|
Mark, Richard J.
|
Diya, Fadi M.
|
Moehn, Michael
|
Lyons, Martin J.
|
Nelson, Gregory L.
|
Benefit Level - 2
|
|
Amirthalingam, Bhavani
|
|
2019 Target Number PSU Awards
|
=
|
Base Salary
as of 1/1/19 |
x Long‑Term Incentive Target listed below
|
x 70%
|
Thirty-trading day average closing price of Ameren Corporation Common Stock on The New York Stock Exchange prior to the date of grant
|
NAMED EXECUTIVE OFFICER
|
LONG-TERM INCENTIVE
TARGET AS PERCENT OF BASE SALARY |
Baxter
|
400%
|
Lyons
|
195%
|
Nelson
|
160%
|
Moehn
|
180%
|
Mark
|
170%
|
Diya
|
155%
|
Amirthalingam
|
100%
|
1.
|
Notice of Grant
. The Notice, as attached hereto, sets forth the Target Number of Performance Share Units and the Performance Period.
|
2.
|
Performance Grid
. The number of Performance Share Units payable to the Participant under this Agreement will be determined in accordance with the following grid based on Company performance during the Performance Period. If the actual performance results fall between two of the categories listed below, straight-line interpolation will be used to determine the amount earned. Notwithstanding anything in the Agreement to the contrary, payouts that otherwise would have been more than 100% of Target will be capped at 150% of Target if Ameren’s total shareholder return (“TSR”) is negative over the three- year period. TSR shall be calculated in the manner set forth in Exhibit 1 hereto and compared to the peer group identified in Exhibit 1.
|
Ameren’s Percentile in Total Shareholder Return vs. Utility Peers During the Performance Period
|
Payout – Percent of Target Performance Share Units Granted
|
90
th
percentile +
|
200%
|
70
th
percentile
|
150%
|
50
th
percentile
|
100%
|
25
th
percentile
|
50%
|
<25
th
percentile
|
0% (no payout)
|
3.
|
Calculation of Performance Share Units
. The Human Resources Committee (the “Committee”) will determine the number of Performance Share Units payable to the Participant based on the performance of Ameren during the Performance Period, calculated using the performance grid set forth in Section
2
of this Agreement. Subject to Sections
4
and
8
, payment of any Performance Share Units determined pursuant to this Section is expressly conditioned upon continued employment from the first day of the Performance Period (or effective date of grant, if later) through the payment date (as determined in Section
5
) (the “Vesting Period”). The Participant expressly agrees that no Performance Share Units shall be considered earned under applicable law until the last day of the Vesting Period.
|
4.
|
Vesting of Performance Share Units
. Subject to provisions set forth in Section
8
of this Agreement related to a Change of Control (as defined in the Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (the “Change of Control Severance Plan”)) of Ameren, Section
9
of this Agreement relating to termination for Cause (as defined in the Change of Control Severance Plan), and Section
10
of this Agreement relating to Participant’s obligations, the Performance Share Units will vest as set forth below:
|
(a)
|
Provided the Participant has continued employment with Ameren or any Affiliate or Subsidiary (the “Company”) through such date, one hundred percent (100%) of the calculated Performance Share Units will vest on the payment date; or
|
(b)
|
Death.
Provided the Participant has continued employment with the Company through the date of his death and such death occurs prior to the payment date, the Participant will be entitled to a prorated award based on the Target Number of Performance Share Units set forth in the Notice to this Agreement plus accrued dividend equivalents as of the date of death, with such prorated number based upon the total number of days the Participant worked during the Performance Period; or
|
(c)
|
Disability.
Provided the Participant has continued employment with the Company through the date of his Disability (as defined in Code Section 409A) and such Disability occurs prior to the payment date, the Participant will be entitled to one hundred percent (100%) of the Performance Share Units plus any accrued dividend equivalents he would have received had he remained employed by the Company through the payment date, based on the actual performance of the Company during the entire Performance Period; or
|
(d)
|
Retirement.
Provided the Participant has continued employment with the Company through the date of retirement (as described below) and such retirement occurs before the payment date if the Participant retires at an age of 55 or greater with five
|
5.
|
Form and Timing of Payment
. All payments of vested Performance Share Units pursuant to this Agreement will be made in the form of Shares. Except as otherwise provided in this Agreement, payment will be made upon the earlier to occur of the following:
|
(a)
|
February of the calendar year immediately following the last day of the Performance Period or as soon as practicable thereafter (but in no event later than March 15 of the calendar year immediately following the last day of the Performance Period);
|
(b)
|
The Participant’s death or as soon as practicable thereafter (but in no event later
|
6.
|
Rights as Shareholder
. The Participant shall not have voting or any other rights as a shareholder of the Company with respect to Performance Share Units. The Participant will obtain full voting and other rights as a shareholder of the Company upon the payment of the Performance Share Units in Shares as provided in Section
5
or
8
of this Agreement.
|
7.
|
Dividends Equivalents
. The Participant shall be entitled to receive dividend equivalents, which represent the right to receive Shares measured by the dividend payable with respect to the corresponding number of unvested Performance Share Units. Dividend equivalents on Performance Share Units will accrue and be reinvested into additional Performance Share Units throughout the three-year Performance Period. Subject to continued employment with the Company, the dividend equivalents shall vest and be settled at the same time and in the same proportion as the Performance Share Units to which they relate. Participants will not be entitled to any dividend equivalent amount on Performance Share Units covered by this Agreement which are not ultimately earned.
|
8.
|
Change of Control
.
|
(a)
|
Company No Longer Exists
. Upon a Change of Control which occurs on or before the last day of the Performance Period in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections
2
,
3
,
4
and
5
of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award shall be based on the Target Number of Performance Share Units awarded as set forth in the Notice to this Agreement plus any accrued dividend equivalents and interest as follows:
|
(i)
|
The amount underlying this award as of the date of the Change of Control shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the Target Number of Performance Share Units awarded as set forth in the Notice to this Agreement plus the additional Performance Share Units attributable to accrued dividend equivalents as of the date of the Change of Control;
|
(ii)
|
Interest on this award shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in
|
(iii)
|
If the Participant remains employed with the Company or its successor until the payment date, this award, including interest, shall be paid to the Participant in an immediate lump sum in January of the calendar year immediately following the last day of the Performance Period, or as soon as practicable thereafter (but in no event later than March 15 of the calendar year immediately following the last day of the Performance Period);
|
(iv)
|
(v)
|
If the Participant remains employed with the Company or its successor until his death or Disability which occurs after the Change of Control and before the last day of the Vesting Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this award, including interest (if any), upon such death or Disability;
|
(vi)
|
If the Participant has a qualifying termination (as defined in Section
8(c)
of this Agreement) before the last day of the Vesting Period, the Participant shall immediately receive payment under this award, including interest (if any), upon such termination; and
|
(vii)
|
(b)
|
Company Continues to Exist
. If there is a Change of Control of the Company but the Company continues in existence and remains a publicly traded company on the New York Stock Exchange or the NASDAQ Stock Market, the Performance Share Units will pay out upon the earliest to occur of the following:
|
(i)
|
(c)
|
Qualifying Termination
. For purposes of Sections
8(a)(vi)
and
8(b)(ii)
of this Agreement, a qualifying termination means (i) an involuntary termination without Cause, (ii) for Change of Control Severance Plan participants, a voluntary termination of employment for Good Reason (as defined in the Change of Control Severance Plan) or (iii) an involuntary termination that qualifies for severance under the Ameren Corporation Severance Plan for Ameren Employees or the Ameren Corporation Severance Plan for Ameren Officers (as in effect immediately prior to the Change of Control).
|
(d)
|
Termination in Anticipation of Change of Control
. If a Participant qualifies for benefits as provided in the last sentence of Section 4.1 of the Change of Control Severance Plan, or if a Participant is not a Participant in the Change of Control Severance Plan but is terminated within six (6) months prior to the Change of Control and qualifies for severance benefits under the Ameren Corporation Severance Plan for Ameren Employees or the Ameren Corporation Severance Plan for Ameren Officers and the Participant’s termination of employment occurs before the calculated Performance Share Units are paid, then the Participant shall receive (i) upon a Change of Control described in Section
8(a)
of this Agreement, an immediate cash payout equal to the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the Target Number of Performance Share Units awarded as set forth in the Notice to this Agreement plus the additional Performance Share Units attributable to accrued dividend equivalents or (ii) upon a Change of Control described in Section
8(b)
of this Agreement, the payout provided for in Section
8(b)
of this Agreement.
|
9.
|
All Other Terminations.
No distribution of any Shares will be made in the event of a termination of employment for any reason not otherwise described in Section 4 or 8, including a voluntary resignation (other than for Retirement), a termination for Cause or a termination without Cause (other than a qualifying termination), at any time prior to payout of the Shares.
|
10.
|
Participant Obligations
.
|
(a)
|
Detrimental Conduct or Activity
. If the Participant engages in conduct or activity that is detrimental to the Company, including but not limited to violating Sections 10(b) and 10(c) of this Agreement, after the Performance Share Units are paid, or if the Company learns of the detrimental conduct or activity after the Performance Share Units are paid, and such conduct occurred less than one year after the Participant's employment with the Company ended, the following shall apply.
|
(i)
|
If the Participant retired, the Participant shall not be entitled to receive payment of any Shares that would otherwise be payable to the Participant with respect to the last award of Performance Share Units granted to the Participant before his termination of employment due to retirement.
|
(ii)
|
In all other cases, the Participant shall repay to the Company the equivalent of the value of Shares received as of the payment date determined under Section
|
(b)
|
Confidentiality
.
Participants, by virtue of their position with the Company, have access to and/or receive trade secrets and other confidential and proprietary information about the Company’s business that is not generally available to the public and which has been developed or acquired by the Company at considerable effort and expense (hereinafter “Confidential Information”). Confidential Information includes, but is not limited to, information about the Company’s business plans and strategy, environmental strategy, legal strategy, legislative strategy, finances, marketing, management, operations, and/or personnel. The Participant agrees that, both during and after the Participant’s employment with the Company, the Participant:
|
(i)
|
will only use Confidential Information in connection with the Participant’s duties and activities on behalf of or for the benefit of the Company;
|
(ii)
|
will not use Confidential Information in any way that is detrimental to the Company;
|
(iii)
|
will hold the Confidential Information in strictest confidence and take reasonable efforts to protect such Confidential Information from disclosure to any third party or person who is not authorized to receive, review or access the Confidential Information;
|
(iv)
|
will not use Confidential Information for the Participant’s own benefit or the benefit of others, without the prior written consent of the Company; and
|
(v)
|
will return all Confidential Information to the Company within two business days of the Participant’s termination of employment or immediately upon the Company’s demand to return the Confidential Information to the Company.
|
(c)
|
Non-Solicitation
. The Participant agrees that, for one year from the end of the Participant’s employment, the Participant will not, directly or indirectly, on behalf of the Participant or any other person, company or entity:
|
(i)
|
market, sell, solicit, or provide products or services competitive with or similar to products or services offered by the Company to any person, company or entity that: (i) is a customer or potential customer of the Company during the twelve (12) months prior to the Participant’s termination of employment and
|
(ii)
|
with which the Participant (A) had direct contact with during the twelve
|
(ii)
|
raid, hire, solicit, encourage or attempt to persuade any employee or independent contractor of the Company, or any person who was an employee or independent contractor of the Company during the 24 months preceding the Participant’s termination, to leave the employ of, terminate or
|
(iii)
|
interfere with the performance of any Company employee or independent contractor’s duties for the Company.
|
(d)
|
Acknowledgments and Remedies
. The Participant acknowledges and agrees that the Confidentiality and Non-Solicitation provisions set forth above are necessary to protect the Company’s legitimate business interests, such as its Confidential Information, goodwill and customer relationships. The Participant acknowledges and agrees that a breach by the Participant of either the Confidentiality or Non- Solicitation provision will cause irreparable damage to the Company for which monetary damages alone will not constitute an adequate remedy. In the event of such breach or threatened breach, the Company shall be entitled as a matter of right (without being required to prove damages or furnish any bond or other security) to obtain a restraining order, an injunction, or other equitable or extraordinary relief that restrains any further violation or threatened violation of either the Confidentiality or Non-Solicitation provision, as well as an order requiring the Participant to comply with the Confidentiality and/or Non-Solicitation provisions. The Company’s right to a restraining order, an injunction, or other equitable or extraordinary relief shall be in addition to all other rights and remedies to which the Company may be entitled to in law or in equity, including, without limitation, the right to recover monetary damages for the Participant’s violation or threatened violation of the Confidentiality and/or Non- Solicitation provisions. Finally, the Company shall be entitled to an award of attorneys’ fees incurred in connection with securing any relief hereunder and/or pursuant to a breach or threatened breach of the Confidentiality and/or Non- Solicitation provisions.
|
11.
|
Nontransferability
. Performance Share Units awarded pursuant to this Agreement may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated (a “Transfer”) other than by will or by the laws of descent and distribution, except as provided in the Plan. If any Transfer, whether voluntary or involuntary, of Performance Share Units is made, or if any attachment, execution, garnishment, or lien will be issued against or placed upon the Performance Share Units, the Participant’s right to such Performance Share Units will be immediately forfeited to the Company, and this Agreement will lapse.
|
12.
|
Requirements of Law
. The granting of Performance Share Units under the Plan and this Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
|
13.
|
Tax Withholding
. The Company will have the power and the right to deduct or withhold, or require the Participant or the Participant’s beneficiary to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement.
|
14.
|
S
tock Withholding
. With respect to withholding required upon any taxable event arising as a result of Performance Share Units granted hereunder, the Company, unless notified by the Participant in writing within thirty (30) days prior to the taxable event that the Participant will satisfy the entire minimum tax withholding requirement by means of personal check or other cash equivalent, will satisfy the tax withholding requirement by
|
15.
|
Administration
. This Agreement and the Participant’s rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which will be binding upon the Participant.
|
16.
|
Continuation of Employment
. This Agreement does not confer upon the Participant any right to continuation of employment by the Company, its Affiliates, and/or its Subsidiaries, nor will this Agreement interfere in any way with the Company’s, its Affiliates’, and/or its Subsidiaries’ right to terminate the Participant’s employment at any time.
|
17.
|
Amendment to the Plan
. The Plan is discretionary in nature and the Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect in any material way the Participant’s rights under this Agreement, without the Participant’s written approval.
|
18.
|
Amendment to this Agreement
. The Company may amend this Agreement in any manner, provided that no such amendment may adversely affect in any material way the Participant’s rights hereunder without the Participant’s written approval except as otherwise permitted by the Plan.
|
19.
|
Successor.
All obligations of the Company under the Plan and this Agreement, with respect to the Performance Share Units, will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
|
20.
|
Severability
. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions will nevertheless be binding and enforceable.
|
21.
|
Applicable Laws and Consent to Jurisdiction.
The validity, construction, interpretation and enforceability of this Agreement will be determined and governed by the laws of the State of Missouri without giving effect to the principles of conflicts of law. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction and agree that such litigation will be conducted in the federal or state courts of the State of Missouri.
|
22.
|
Section 409A of the Code.
This Agreement shall be interpreted in a manner that satisfies the requirements of Code Section 409A. The Committee may make changes in the terms or operation of the Plan and/or this Agreement (including changes that may have retroactive effect) deemed necessary or desirable to comply with Code Section
|
•
|
Classified as a NYSE investor-owned utility within SNL’s SEC/Public Companies Power Database
|
•
|
Minimum S&P credit rating of BBB- (investment grade)
|
•
|
Not an announced acquisition target
|
•
|
Not undergoing a major restructuring including, but not limited to, a major spin-off or sale of a significant asset
|
•
|
Market capitalization greater than $2 billion
|
•
|
Dividends flat or growing over the past 12 month period
|
Company
|
Ticker
|
Company
|
Ticker
|
Alliant Energy Corporation
|
LNT
|
IDACORP, Inc.
|
IDA
|
American Electric Power Company, Inc.
|
AEP
|
NiSource Inc.
|
NI
|
CMS Energy Corporation
|
CMS
|
Northwestern Corporation
|
NWE
|
Consolidated Edison, Inc.
|
ED
|
Pinnacle West Capital Corporation
|
PNW
|
Duke Energy Corporation
|
DUK
|
PNM Resources, Inc.
|
PNM
|
Edison International
|
EIX
|
Portland General Electric Company
|
POR
|
Entergy Corporation
|
ETR
|
Southern Company
|
SO
|
Evergy, Inc.
|
EVRG
|
WEC Energy Group
|
WEC
|
Eversource Energy
|
ES
|
Xcel Energy, Inc.
|
XEL
|
FirstEnergy Corporation
|
FE
|
|
|
•
|
A potential or actual takeover attempt, or definitive agreement to be acquired
|
•
|
Discussions or a tender offer that if consummated would lead to Change In Control
|
•
|
Receipt of a 'bear hug' letter
|
•
|
An exploration of company-wide strategic alternatives, or a major restructuring
|
1.
|
Notice of Grant
. The Notice, as attached hereto, sets forth the number of Restricted Stock Units (the “RSUs”) granted to the Participant and the Vesting Period.
|
2.
|
Vesting of RSUs
. Subject to provisions set forth in Section
6
of this Agreement related to a Change of Control (as defined in the Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (the “Change of Control Severance Plan”)) of Ameren, Section
7
of this Agreement relating to termination for Cause (as defined in the Change of Control Severance Plan), and Section
8
of this Agreement relating to Participant’s obligations, the RSUs will vest as set forth below.
|
(a)
|
Vesting Period.
Provided the Participant has continued employment with Ameren or any Affiliate or Subsidiary (the “Company”) through the Vesting Period, one hundred percent (100%) of the Shares relating to all RSUs set forth in the Notice plus any accrued dividend equivalents will vest on the date on which Shares are delivered pursuant to this Section (the “Payment Date”). The restrictions set forth in this Agreement with respect to the RSUs shall lapse when the Shares are delivered to the Participant on the Payment Date, unless forfeited as described in this Section or as may be provided in accordance with Sections
8
; or
|
(b)
|
Death.
Provided the Participant has continued employment with the Company through the date of his death and such death occurs prior to the Payment Date, the Participant will be entitled to a prorated award based on the number of RSUs set forth in the Notice to this Agreement plus accrued dividend equivalents as of the date of death, with such prorated number based upon the total number of days the Participant worked during the Three Year Period, as defined in the Notice; or
|
(c)
|
Disability.
Provided the Participant has continued employment with the Company through the date of his Disability (as defined in Code Section 409A) and such Disability occurs prior to the Payment Date, the Vesting Period shall continue to lapse and the Participant shall receive one hundred percent (100%) of the Shares relating to all RSUs set forth in the Notice plus any accrued dividend equivalents
|
(d)
|
Retirement.
Provided the Participant has continued employment with the Company through the date of retirement (as described below) and such retirement occurs before the Payment Date if the Participant retires at an age of 55 or greater with five (5) or more years of service (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time), the Vesting Period shall continue to lapse and the Participant is entitled to receive a prorated award based on the number of RSUs set forth in the Notice to this Agreement plus accrued dividend equivalents as of the Payment Date, with the prorated number based upon the total number of days the Participant worked during the Three Year Period, as defined in the Notice. The pro-rata number of Shares shall be delivered to the Participant on the Payment Date.
|
(e)
|
Notwithstanding anything in this Agreement to the contrary, no Restricted Stock Units will be paid to the Participant, nor shall the Participant be entitled to payment, if the Participant’s employment with the Company terminates during the Vesting Period for any reason other than death, Disability, retirement as described above, or on or after a Change of Control in accordance with Section 6.
|
3.
|
Form and Timing of Payment
. All payments of vested RSUs pursuant to this Agreement will be made in the form of Shares. Except as otherwise provided in this Agreement, payment will be made upon the earlier to occur of the following:
|
(a)
|
As soon as practicable after the expiration of the Three Year Period, as defined in the Notice;
|
(b)
|
The Participant’s death or as soon as practicable thereafter (but in no event later than March 15 of the calendar year following the year in which the Participant’s death occurred).
|
4.
|
Rights as Shareholder
. The Participant shall not have voting or any other rights as a shareholder of the Company with respect to any RSUs. The Participant will obtain full voting and other rights as a shareholder of the Company upon the delivery of Shares as provided in Section 3 and 6 of this Agreement.
|
5.
|
Dividend Equivalents
. The Participant shall be entitled to receive dividend equivalents, which represent the right to receive Shares measured by the dividend payable with respect to the corresponding number of unvested RSUs. Dividend equivalents on RSUs will accrue and be reinvested into additional RSUs throughout the Vesting Period. Subject to continued employment with the Company, the dividend equivalents shall vest and be settled at the same time and in the same proportion as the RSUs to which they relate. Participants will not be entitled to any dividend equivalent amount on RSUs covered by this Agreement which are not ultimately earned.
|
6.
|
Change of Control.
|
(a)
|
Company No Longer Exists
. Upon a Change of Control which occurs on or before the last day of the Vesting Period in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections
2
and 3 of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award shall be based on the number of RSUs awarded as set forth in the Notice to this Agreement plus any accrued dividend equivalents and interest as follows:
|
(i)
|
The amount underlying this award as of the date of the Change of Control shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number of RSUs awarded as set forth in the Notice to this Agreement plus the additional RSUs attributable to accrued dividend equivalents as of the date of the Change of Control;
|
(ii)
|
Interest on this award shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the
“
Money Rates
”
section in the
Wall Street Journal
from the date of the Change of Control until this award is distributed or forfeited;
|
(iii)
|
If the Participant remains employed with the Company or its successor until the Payment Date, this award, including interest, shall be paid to the Participant in an immediate lump sum in January of the third calendar year following the calendar year that includes the Grant Date, or as soon as practicable thereafter (but in no event later than March 15 of such calendar year);
|
(iv)
|
(v)
|
If the Participant remains employed with the Company or its successor until his death or Disability which occurs after the Change of Control and before the last day of the Vesting Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this award, including interest (if any), upon such death or Disability;
|
(vi)
|
(vii)
|
(b)
|
Company Continues to Exist
. If there is a Change of Control of the Company but the Company continues in existence and remains a publicly traded company on the New York Stock Exchange or the NASDAQ Stock Market, the RSUs will pay out upon the earliest to occur of the following:
|
(i)
|
In accordance with the vesting provisions of Sections
2
of this Agreement; or
|
(ii)
|
If the Participant experiences a qualifying termination (as defined in Section 6
(c)
of this Agreement) during the two-year period following the Change of Control and the termination occurs during the Vesting Period, the Participant will be entitled to one hundred percent (100%) of the RSUs he would have received had he remained employed by the Company for the entire Period. Such RSUs will vest on the last day of the Vesting Period and the vested RSUs will be paid in Shares in January of the calendar year immediately following the last day of the Vesting Period or as soon as practicable thereafter (but in no event later than March 15 of the third calendar year following the calendar year that includes the Grant Date).
|
(c)
|
Qualifying Termination
. For purposes of Sections 6(a
)(vi)
and 6(b)
(ii)
of this Agreement, a qualifying termination means (i) an involuntary termination without Cause, (ii) for Change of Control Severance Plan participants, a voluntary termination of employment for Good Reason (as defined in the Change of Control Severance Plan) or (iii) an involuntary termination that qualifies for severance under the Ameren Corporation Severance Plan for Ameren Employees or the Ameren Corporation Severance Plan for Ameren Officers (as in effect immediately prior to the Change of Control).
|
(d)
|
Termination in Anticipation of Change of Control
. If a Participant qualifies for benefits as provided in the last sentence of Section 4.1 of the Change of Control Severance Plan, or if a Participant is not a Participant in the Change of Control Severance Plan but is terminated within six (6) months prior to the Change of Control and qualifies for severance benefits under the Ameren Corporation Severance Plan for Ameren Employees or the Ameren Corporation Severance Plan for Ameren Officers and the Participant’s termination of employment occurs before the calculated RSUs are paid, then the Participant shall receive (i) upon a Change of Control described in Section
6(a)
of this Agreement, an immediate cash payout equal to the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number of RSUs awarded as set forth in the Notice to this Agreement plus the additional RSUs attributable to accrued dividend equivalents or (ii) upon a Change of Control described in Section
6(b)
of this Agreement, the payout provided for in Section
6(b)
of this Agreement.
|
7.
|
All Other Terminations.
No distribution of any Shares will be made in the event of a termination of employment for any reason not otherwise described in Section 2 or 6, including a voluntary resignation (other than for Retirement), a termination for Cause or a termination without Cause (other than a qualifying termination), at any time prior to payout of the Shares.
|
8.
|
Participant Obligations.
|
(a)
|
Detrimental Conduct or Activity
. If the Participant engages in conduct or activity that is detrimental to the Company, including but not limited to violating Sections 8(b) and 8(c) of this Agreement, after the RSUs are paid, or if the Company learns of the detrimental conduct or activity after the RSUs are paid, and such conduct occurred less than one year after the Participant's employment with the Company ended, the following shall apply.
|
(i)
|
If the Participant retired, the Participant shall not be entitled to receive payment of any Shares that would otherwise be payable to the Participant with respect to the last award of Restricted Stock Units granted to the Participant before his termination of employment due to retirement.
|
(ii)
|
In all other cases, the Participant shall repay to the Company the equivalent of the value of Shares received as of the payment date determined under Section 3 of this Agreement within thirty (30) days of receiving a demand from the Company for the repayment of the award.
|
(b)
|
Confidentiality
. Participants, by virtue of their position with the Company, have access to and/or receive trade secrets and other confidential and proprietary information about the Company’s business that is not generally available to the public and which has been developed or acquired by the Company at considerable effort and expense (hereinafter “Confidential Information”). Confidential Information includes, but is not limited to, information about the Company’s business plans and strategy, environmental strategy, legal strategy, legislative strategy, finances, marketing, management, operations, and/or personnel. The Participant agrees that, both during and after the Participant’s employment with the Company, the Participant:
|
(i)
|
will only use Confidential Information in connection with the Participant
’
s duties and activities on behalf of or for the benefit of the Company;
|
(ii)
|
will not use Confidential Information in any way that is detrimental to the Company;
|
(iii)
|
will hold the Confidential Information in strictest confidence and take reasonable efforts to protect such Confidential Information from disclosure to any third party or person who is not authorized to receive, review or access the Confidential Information;
|
(iv)
|
will not use Confidential Information for the Participant
’
s own benefit or the benefit of others, without the prior written consent of the Company; and
|
(v)
|
will return all Confidential Information to the Company within two business days of the Participant
’
s termination of employment or immediately upon the Company
’
s demand to return the Confidential Information to the Company.
|
(c)
|
Non-Solicitation
. The Participant agrees that, for one year from the end of the Participant’s employment, the Participant will not, directly or indirectly, on behalf of the Participant or any other person, company or entity:
|
(i)
|
market, sell, solicit, or provide products or services competitive with or similar to products or services offered by the Company to any person, company or entity that: (i) is a customer or potential customer of the Company during the twelve (12) months prior to the Participant
’
s termination of employment and (ii) with which the Participant (A) had direct contact with during the twelve (12) months prior to the Participant
’
s termination of employment or (B) possessed, utilized or developed Confidential Information about during the twelve (12) months prior to the Participant
’
s termination of employment;
|
(ii)
|
raid, hire, solicit, encourage or attempt to persuade any employee or independent contractor of the Company, or any person who was an employee or independent contractor of the Company during the 24 months preceding the Participant
’
s termination, to leave the employ of, terminate or reduce the person
’
s employment or business relationship with the Company; or
|
(iii)
|
interfere with the performance of any Company employee or independent contractor
’
s duties for the Company.
|
(d)
|
Acknowledgments and Remedies
. The Participant acknowledges and agrees that the Confidentiality and Non-Solicitation provisions set forth above are necessary to protect the Company’s legitimate business interests, such as its Confidential Information, goodwill and customer relationships. The Participant acknowledges and agrees that a breach by the Participant of either the Confidentiality or Non- Solicitation provision will cause irreparable damage to the Company for which monetary damages alone will not constitute an adequate remedy. In the event of such breach or threatened breach, the Company shall be entitled as a matter of right (without being required to prove damages or furnish any bond or other security) to obtain a restraining order, an injunction, or other equitable or extraordinary relief that restrains any further violation or threatened violation of either the Confidentiality or Non-Solicitation provision, as well as an order requiring the Participant to comply with the Confidentiality and/or Non-Solicitation provisions. The Company’s right to a restraining order, an injunction, or other equitable or extraordinary relief shall be in addition to all other rights and remedies to which the Company may be entitled to in law or in equity, including, without limitation, the right to recover monetary damages for the Participant’s violation or threatened violation of the Confidentiality and/or Non-Solicitation provisions. Finally, the Company shall be entitled to an award of attorneys’ fees incurred in connection with securing any relief hereunder and/or pursuant to a breach or threatened breach of the Confidentiality and/or Non-Solicitation provisions.
|
9.
|
Nontransferability
. RSUs awarded pursuant to this Agreement may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated (a “Transfer”) other than by will or by the laws of descent and distribution, except as provided in the Plan. If
|
10.
|
Requirements of Law
. The granting of RSUs under the Plan and this Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
|
11.
|
Tax Withholding
. The Company will have the power and the right to deduct or withhold, or require the Participant or the Participant’s beneficiary to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement.
|
12.
|
Stock Withholding
. With respect to withholding required upon any taxable event arising as a result of RSUs granted hereunder, the Company, unless notified by the Participant in writing within thirty (30) days prior to the taxable event that the Participant will satisfy the entire minimum tax withholding requirement by means of personal check or other cash equivalent, will satisfy the tax withholding requirement by withholding Shares having a Fair Market Value equal to (i) the total minimum statutory amount required to be withheld on the transaction, or (ii) such other amount as may be withheld pursuant to the Plan and such withholding would not cause adverse accounting consequences or costs. The Participant agrees to pay to the Company, its Affiliates and/or its Subsidiaries any amount of tax that the Company, its Affiliates and/or its Subsidiaries may be required to withhold as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described.
|
13.
|
Administration
. This Agreement and the Participant’s rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which will be binding upon the Participant.
|
14.
|
Continuation of Employment
. This Agreement does not confer upon the Participant any right to continuation of employment by the Company, its Affiliates, and/or its Subsidiaries, nor will this Agreement interfere in any way with the Company’s, its Affiliates’, and/or its Subsidiaries’ right to terminate the Participant’s employment at any time.
|
15.
|
Amendment to the Plan
. The Plan is discretionary in nature and the Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect in any material way the Participant’s rights under this Agreement without the Participant’s written approval.
|
16.
|
Amendment to this Agreement
. The Company may amend this Agreement in any manner, provided that no such amendment may adversely affect in any material way the Participant’s rights hereunder without the Participant’s written approval except as otherwise permitted by the Plan.
|
17.
|
Successor
. All obligations of the Company under the Plan and this Agreement, with respect to the award will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
|
18.
|
Severability
. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions will nevertheless be binding and enforceable.
|
19.
|
Applicable Laws and Consent to Jurisdiction
. The validity, construction, interpretation, and enforceability of this Agreement will be determined and governed by the laws of the State of Missouri without giving effect to the principles of conflicts of law. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction and agree that such litigation will be conducted in the federal or state courts of the State of Missouri.
|
20.
|
Section 409A of the Code.
This Agreement shall be interpreted in a manner that satisfies the requirements of Code Section 409A. The Committee may make changes in the terms or operation of the Plan and/or this Agreement (including changes that may have retroactive effect) deemed necessary or desirable to comply with Code Section 409A. The Company makes no representations or covenants that this award will comply with Section 409A of the Code.
|
Table of Contents
|
|
|
|
Section
|
Page
|
Introduction
|
3
|
Purpose
|
3
|
Effective Date
|
3
|
Definitions
|
3
|
Eligibility
|
4
|
Severance Pay and Benefits
|
4
|
Severance Pay
|
4
|
Medical Continuation
|
5
|
Outplacement Assistance
|
5
|
Payment of Benefits
|
5
|
Requirements of Effective Release
|
6
|
Right to Recoup
|
6
|
At-Will Employment
|
6
|
General Plan Information
|
6
|
Plan Name
|
6
|
Plan Administrator
|
6
|
Agent for Service of Legal Process
|
7
|
Identification Numbers
|
7
|
Plan Year/Fiscal Year
|
7
|
Type of Plan
|
7
|
Funding
|
8
|
Amendment and Termination
|
8
|
Assignment or Alienation
|
8
|
Rights Under ERISA
|
8
|
Receive Information About Your Plan and Benefits
|
8
|
Prudent Actions by Plan Fiduciaries
|
8
|
Enforce Your Rights
|
9
|
Assistance with Your Questions
|
9
|
Claims Procedure
|
9
|
Introduction
|
|
Purpose
|
|
Effective Date
|
|
Definitions
|
|
–
|
The Officer’s willful failure to substantially perform his or her duties with Ameren (other than any such failure resulting from the Officer’s Disability);
|
–
|
Gross negligence in the performance of the Officer’s duties which results in material financial harm to Ameren;
|
–
|
The Officer’s conviction of, or plea of guilty or
nolo contendere
, to any felony or any other crime involving the personal enrichment of the Officer at the expense of Ameren or shareholders of Ameren; or
|
–
|
The Officer’s willful engagement in conduct that is demonstrably and materially injurious to Ameren, monetarily, reputational or otherwise.
|
–
|
Voluntary termination;
|
–
|
Involuntary termination for Cause;
|
–
|
Disabled or placed on long-term Disability;
|
–
|
Leave of absence; or
|
–
|
Death; or
|
–
|
Refuses to accept an offered re-assignment or relocation.
|
Eligibility
|
|
Severance Pay and Benefits
|
|
Position at Termination
|
Severance Pay
|
CEO or Executive Leadership Team
|
1 x Annual Base Salary plus an amount equal to the EIP Target Incentive Award
|
All other Officers
|
1 x Annual Base Salary
|
Payment of Benefits
|
|
Requirement of Effective Release
|
|
Right to Recoup
|
|
At-Will Employment
|
|
General Plan Information
|
|
Rights Under ERISA
|
|
Claims Procedure
|
|
If you have any questions about the Ameren Corporation Severance Plan, you are invited to write, visit, or call the Ameren Services Employee Benefits Department in Room S-129 of the Company’s General Office Building, St. Louis, Missouri.
|
Name
|
|
State or Jurisdiction of Organization
|
|
|
|
Ameren Corporation
|
|
Missouri
|
Ameren Development Company
|
|
Missouri
|
Missouri Central Railroad Company
|
|
Delaware
|
QST Enterprises Inc.
|
|
Illinois
|
Ameren EIP Investment, LLC
|
|
Delaware
|
Ameren Accelerator Investments, LLC
|
|
Delaware
|
AmerenEnergy Medina Valley Cogen, LLC
|
|
Illinois
|
Ameren Transmission Company, LLC
|
|
Delaware
|
ATX East, LLC
|
|
Delaware
|
ATX Southwest, LLC
|
|
Delaware
|
Ameren Transmission Company of Illinois
|
|
Illinois
|
Ameren Services Company
|
|
Missouri
|
Ameren Illinois Company
|
|
Illinois
|
Union Electric Company (d/b/a Ameren Missouri)
|
|
Missouri
|
Fuelco LLC (50% interest)
|
|
Delaware
|
STARS Alliance, LLC (25% interest)
|
|
Delaware
|
|
|
|
Catherine S. Brune, Director
|
/s/ Catherine S. Brune
|
|
|
|
|
J. Edward Coleman, Director
|
/s/ J. Edward Coleman
|
|
|
|
|
Ellen M. Fitzsimmons, Director
|
/s/ Ellen M. Fitzsimmons
|
|
|
|
|
Rafael Flores, Director
|
/s/ Rafael Flores
|
|
|
|
|
Walter J. Galvin, Director
|
/s/ Walter J. Galvin
|
|
|
|
|
Richard J. Harshman, Director
|
/s/ Richard J. Harshman
|
|
|
|
|
Gayle P. W. Jackson, Director
|
/s/ Gayle P. W. Jackson
|
|
|
|
|
James C. Johnson, Director
|
/s/ James C. Johnson
|
|
|
|
|
Steven H. Lipstein, Director
|
/s/ Steven H. Lipstein
|
|
|
|
|
Stephen R. Wilson, Director
|
/s/ Stephen R. Wilson
|
|
|
|
|
Noelle K. Eder, Director
|
/s/ Noelle K. Eder
|
|
|
|
|
Mark C. Birk, Director
|
/s/ Mark C. Birk
|
|
|
|
|
Fadi M. Diya, Director
|
/s/ Fadi M. Diya
|
|
|
|
|
Gregory L. Nelson, Director
|
/s/ Gregory L. Nelson
|
|
|
|
|
David N. Wakeman, Director
|
/s/ David N. Wakeman
|
|
|
|
|
Craig D. Nelson, Director
|
/s/ Craig D. Nelson
|
|
|
|
|
Gregory L. Nelson, Director
|
/s/ Gregory L. Nelson
|
|
|
|
|
David N. Wakeman, Director
|
/s/ David N. Wakeman
|
|
/s/ Warner L. Baxter
|
Warner L. Baxter
|
Chairman, President and Chief Executive Officer
|
(Principal Executive Officer)
|
/s/ Martin J. Lyons, Jr.
|
Martin J. Lyons, Jr.
|
Executive Vice President and Chief Financial Officer
|
(Principal Financial Officer)
|
/s/ Michael L. Moehn
|
Michael L. Moehn
|
Chairman and President
|
(Principal Executive Officer)
|
/s/ Martin J. Lyons, Jr.
|
Martin J. Lyons, Jr.
|
Executive Vice President and Chief Financial Officer
|
(Principal Financial Officer)
|
/s/ Richard J. Mark
|
Richard J. Mark
|
Chairman and President
|
(Principal Executive Officer)
|
/s/ Martin J. Lyons, Jr.
|
Martin J. Lyons, Jr.
|
Executive Vice President and Chief Financial Officer
|
(Principal Financial Officer)
|
(1)
|
The Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
/s/ Warner L. Baxter
|
Warner L. Baxter
|
Chairman, President and Chief Executive Officer
|
(Principal Executive Officer)
|
|
/s/ Martin J. Lyons, Jr.
|
Martin J. Lyons, Jr.
|
Executive Vice President and Chief Financial Officer
|
(Principal Financial Officer)
|
(1)
|
The Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
/s/ Michael L. Moehn
|
Michael L. Moehn
|
Chairman and President
|
(Principal Executive Officer)
|
|
/s/ Martin J. Lyons, Jr.
|
Martin J. Lyons, Jr.
|
Executive Vice President and Chief Financial Officer
|
(Principal Financial Officer)
|
(1)
|
The Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
/s/ Richard J. Mark
|
Richard J. Mark
|
Chairman and President
|
(Principal Executive Officer)
|
|
/s/ Martin J. Lyons, Jr.
|
Martin J. Lyons, Jr.
|
Executive Vice President and Chief Financial Officer
|
(Principal Financial Officer)
|