ML19346G650

Enclosure 11 - 10-Q Filed Period 09/30/2019

ML19346G650
Person / Time
Site:	Callaway
Issue date:	09/30/2019
From:	Ameren Corp, Ameren Missouri, Union Electric Co
To:	Office of Nuclear Security and Incident Response
Shared Package
ML19346G584	List: ML19346G587 ML19346G595 ML19346G597 ML19346G599 ML19346G601 ML19346G604 ML19346G606 ML19346G644 ML19346G647 ML19346G650 ML19346G657 ML19346G659 ML19346G661 ULNRC-06556, Enclosure 17 - By-Laws of Union Electric Company as Amended to 12/12/2014
References
ULNRC-06556
Download: ML19346G650 (124)

Text

Enclosure 11 to ULNRC-06556 1O-Q FILED PERIOD 09/30/20 19 Enclosures 1, 2, 12, and 13 to this letter contain sensitive information.

Withhold from public disclosure under 10 CFR 2.390.

Upon removal of Enclosures 1, 2, 12, and 1 3, this letter is uncontrolled.

SENSITIVE INFORMATION - WITHHOLD FROM PUBLIC DISCLOSURE UNDER 10 CFR 2.390

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended September 30, 2019 OR E

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

WAmeIell WAmDTDn Ameren MtSSOURI fflILrl Lii ILLINOIS Exact name of registrant as specified in its charter; Commission State oflncorporation; IRS Employer File Number Address and Telephone Number Identification No.

1-14756 Ameren Corporation 43-1723446 (Missouri Corporation) 1901 Chouteau Avenue St. Louis, Missouri 63103 (314) 621-3222 1-2967 Union Electric Company 43-0559760 (Missouri Corporation) 1901 Chouteau Avenue St. Louis, Missouri 63103 S

(314) 621-3222 1-3672 Ameren Illinois Company 37-021 1380 (Illinois Corporation) 1 0 Executive I)rive Collmsville, Illinois 62234 (618) 343-8150 Securities Registered Pursuant to Section 12(b) of the Act:

Title ofeach class Trading Symbol(s)

Name ofeach exchange on which registered Common Stock, $0.01 par value per share AEE New York Stock Exchange

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

Ameren Corporation Yes No Union Electric Company Yes No U

Ameren Illinois Company Yes No Indicate by check mark whether each registrant has submitted electronically every Interactive Data file required to be submitted pursuant to Rule 405 of Regulation S-T ( 232.405 ofthis chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Ameren Corporation Yes No Union Electric Company Yes No Ameren Illinois Company Yes No U

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

Ameren Corporation Large accelerated filer Accelerated filer U

Non-accelerated filer U

Smaller reporting company U

Emerging growth company Union Electric Company Large accelerated filer U

Accelerated filer U

Non-accelerated filer Smaller reporting company U

Emerging growth company Ameren Illinois Company Large accelerated filer U

Accelerated filer U

Non-accelerated filer Smaller reporting company U

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

Ameren Corporation Union Electric Company Ameren Illinois Company Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 ofthe Exchange Act).

Ameren Corporation Yes No Union Electric Company Yes No Ameren Illinois Company Yes U

No The number ofshares outstanding ofeach registrants classes ofcommon stock as ofOctober 3 1, 2019, was as follows:

Ameren Corporation Common stock, $0.01 par value per share

246,029,792 Union Electric Company Common stock, $5 par value per share, held by Ameren Corporation

102,123,834 Ameren Illinois Company Common stock, no par value, held by Ameren Corporation

25,452,373 This combined Form lO-Q is separately filed by Ameren Corporation, Union Electric Company, and Ameren Illinois Company. Each registrant hereto is filing on its own behalf all ofthe information contained in this quarterly report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information.

TABLE OF CONTENTS Page G1ossar ofTernm and Abbreviations I

Forward-looking Statements PART I. Financial Information Item 1 Financial Statements ( Unaudited) 3 Ameren Corporation Consolidated Statement ofincome and Comprehensive Income 3

Consolidated Balance Sheet 4

Consolidated Statement of Cash Flows 5

Consol idated Statement of Shareholders Egtiitv 6

lnit)fl Electric (ompanv (il/b/a Ameren Missouri) 1 Statement of Income 1

I3alance Sheet Statement of Cash Flows 9

Statement of Sharehol ders Equit 10 Ameren Illinois Company (JIb/a Ameren Illinois)

U Statement of Incoie ii Balance Sheet U

Statement t)fCaSh F1ovs il Statement of Sharehol ders Egtiit 14 Note 1. Summar

)fSigflifiCaflt Accounting Policies Note 2. Rate and Regulatory Matters Note 3. Shortterm Debt and Liquidity Note 4. Long-term Debt and Equity Financings Note 5. Other Income. Net Note 6. Derivative Financial Instruments 22 Note 7. fair Value Measurements 23 Note 8. Related-party Transactions Note 9. Commitments and Contingencies Note I 0. Callawav Energy Center 14 Note I I

. Retirement Benefits 33 Note 1 2. Income Taxes 14 Note I 3. Supplemental Information 37 Note 14. Segment Information 37 Item 2.

Management s Discussion and Analysis of Financial Condition and Results of Operations 41 Item 3.

Quantitative and Qualitative Disclosures About Market Risk Item 4.

Controls and Procedures PART It. Other Information Item 1.

Legal Proceedings 66 Item 1A.

Risk Factors 67 Item 2.

Unregistered Sales offgtith Securities and Use ofProceeds Item 6.

Exhibits Sgnatures

GLOSSARY OF TERMS AND ABBREVIATIONS We use the words our, we or us with respect to certain information that relates to Ameren, Ameren Missouri, and Ameren Illinois, collectively. When appropriate, subsidiaries ofAmeren Corporation are named specifically as their various business activities are discussed. Refer to the Form 10-K for a complete listing ofglossary terms and abbreviations. Only new or significantly changed terms and abbreviations are included below.

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

FORWARD-LOOKING STATEMENTS Statements in this report not based on historical facts are considered forward-looking and, accordingly, involve risks and uncertainties that could cause actual results to differ materially from those discussed. Although such forward-looking statements have been made in good faith and are based on reasonable assumptions, there is no assurance that the expected results will be achieved. These statements include (without limitation) statements as to future expectations, beliefs, plans, strategies, objectives, events, conditions, and fmancial performance. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, we are providing this cautionary statement to identify important factors that could cause actual results to differ materially from those anticipated. The following factors, in addition to those discussed under Risk Factors in the Form 1 0-K and elsewhere in this report and in our other filings with the SEC, could cause actual results to differ materially from management expectations suggested in such forward-looking statements:

regulatory, judicial, or legislative actions, and any changes in regulatory policies and ratemaking determinations, such as those that may result from the complaint case filed in February 2015 with the FERC, a new methodology to determine the allowed base return on common equity under the MISO tariff proposed by the fERC in November 2018, the Notices oflnquiry issued by the fERC in March 2019, Ameren Missouris electric regulatory rate review filed with the MoPSC in July 2019, a request for appeal filed with the Missouri Supreme Court by the MoOPC in November 2019 related to Ameren Missouris RESRAM, Ameren Missouris request for deferral accounting treatment ofmaintenance expenses related to scheduled Callaway refueling and maintenance outages filed with the MoPSC in October 2019, Ameren Illinois April 2019 annual electric distribution formula rate update filing, Ameren Illinois May 2019 annual electric energy-efficiency formula rate update, and future regulatory, judicial, or legislative actions that change regulatory recovery mechanisms the effect ofAmeren 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 ofMissouri Senate Bill 564 on Ameren Missouri, including customer rate caps pursuant to Ameren Missouris election to use PISA; the effects ofchanges 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 ofAmeren Missouris customer energy-efficiency programs and the related revenues and performance incentives earned under its MEEIA programs; Ameren Illinois ability to achieve the performance standards applicable to its electric distribution business and the FEJA electric customer energy-efficiency goals and the resulting impact on its allowed return on equity; 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 offuel, 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, mcludmg 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 ofAmeren Missouris Callaway energy centers assemblies; the cost and availability oftransmission capacity for the energy generated by Ameren Missouris energy centers or required to satisfy Ameren Missouris energy sales; the effectiveness of our risk management strategies and our use of fmancial and derivative instruments; the ability to obtain sufficient insurance, including insurance for Ameren Missouris Callaway energy center, or, in the absence of insurance, the ability to recover uninsured losses from our customers;

the impact ofcyberattacks on us or our suppliers, which could, among other things, result in the loss ofoperational control ofenergy centers and electric and natural gas transmission and distribution systems and/or the loss of data, such as customer, employee, fmancial, 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 ofthe capital markets, deterioration in credit metrics ofthe Ameren Companies, including as a result ofthe implementation ofthe 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 ofcredit rating agencies and the effects ofsuch actions; the inability of our counterparties to meet their obligations with respect to contracts, credit agreements, and financial instruments; the impact ofweather conditions and other natural phenomena on us and our customers, including the impact ofsystem outages; the construction, installation, performance, and cost recovery ofgeneration, transmission, and distribution assets; the effects of failures of equipment in the operation of natural gas transmission and distribution systems and storage facilities, such as leaks, explosions, and mechanical problems, and compliance with natural gas safety regulations; the effects of failures of electric generation, transmission, or distribution equipment or facilities, which could result in unanticipated liabilities or unplanned outages; the operation ofAmeren Missouris 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 the effect ofNSR and Clean Air Act litigation, CO2 and the adoption and implementation of the Affordable Clean Energy Rule, other emissions and discharges, cooling water intake structures, CCR, and energy efficiency, that could limit or terminate the operation of certain ofAmeren Missouris 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 fmancial effect; the impact of complying with renewable energy requirements in Missouri and Illinois and with the zero emission standard in Illinois; Ameren Missouris ability to acquire wind and other renewable energy generation facilities and recover its cost of investment and related return in a timely manner, which is affected by the ability to obtain all necessary project approvals; the availability of federal production and investment tax credits related to renewable energy and Ameren Missouris ability to use such credits; the cost ofwind and solar generation technologies; and Ameren Missouris ability to obtain timely interconnection agreements with MISO or other RTOs at an acceptable cost for each facility; labor disputes, work force reductions, changes in future wage and employee benefits costs, including those resulting from changes in discount rates, mortality tables, returns on benefit plan assets, and other assumptions; the impact ofnegative opinions ofus 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 ofadopting new accounting guidance; the effects of strategic initiatives, including mergers, acquisitions, and divestitures; legal and administrative proceedings; and acts of sabotage, war, terrorism, or other intentionally disruptive acts.

New factors emerge from time to time, and it is not possible for management to predict all ofsuch factors, nor can it assess the impact ofeach such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statement. Given these uncertainties, undue reliance should not be placed on these forward-looking statements. Except to the extent required by the federal securities laws, we undertake no obligation to update or revise publicly any forward-looking statements to reflect new information or future events.

2

ITEM 1. FINANCIAL STATEMENTS.

PART I. FINANCIAL INFORMATION Operating Revenues:

Electric Natural gas Total operating revenues Operating Expenses:

Fuel Purchased power Natural gas purchased for resale Other operations and maintenance Depreciation and amortization Taxes other than income taxes Total operating expenses Operating Income Other Income, Net Interest Charges Income Before Income Taxes Income Taxes Net Income Less: Net Income Attributable to Noncontrolling Interests Net Income Attributable to Ameren Common Shareholders 2

5 5

734 747 Netlncome 366 359 739 752 Other Comprehensive Income, Net of Taxes Pension and other postretirement benefit plan activity. net of income taxes of $-, $-. $-, and $-

, respectively

2 1

1 Comprehensive Income 366 361 740 753 Less: Comprehensive Income Attributable to Noncontrolling Interests 2

2 5

5 Comprehensive Income Attributable to Ameren Common Shareholders 364 359 735 748 Earnings per Common Share Basic 1.48 146 2.99 3.06 Earnings per Common Share Diluted Weighted-average Common Shares Outstanding Basic Weighted-average Common Shares Outstanding Diluted 1.47 1.45 2.97 3.04 AMEREN CORPORATION CONSOLIDATED STATEMENT OF INCOME AND COMPREhENSIVE INCOME (Unaudited) (In millions, except per share amounts)

Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 1,528 1,590 3,928 131 134 666 1,659 1,724 4,594 147 148 31 434 248 131 1,139 520 4,209 663 4,872 590 453 252 1,299 713 374 3,681 1,191 216 409 148 440 30 236 429 1,301 241 745 127 375 1,191 3,506 533 1,088 34 32 96 101 458 464 92 105 366 359 2

S 364 357 99 84 290 302 897 973 158 221 739 752 The accompanying notes are an integral part ofthese consolidated financial statements.

245.9 244.1 245.5 243.6 247.5 246.3 247.0 245.5 3

Property, Plant, and Equipment, Net Investments and Other Assets:

Nuclear decommissioning trust fund Goodwill Regulatory assets Other assets Total investments and other assets TOTAL ASSETS 20 47$

463 273 295 56 79 488 483 74 134 106 63 1,495 1,533 23,894 22,810 798 684 411 411 1,168 1,127 780 650 3,157 2,872 28,546 27,215 336 544 597 59$

817 164 53 121 149 522 491 2,285 2,687 8,651 7,859 2

2 5,627 2,024 (21)

(22) 8,062 7,631 142 142 8,204 7,773 28,546 27215 AMEREN CORPORATION CONSOLIDATED BALANCE SHEET (Unaudited) (In millions, except per share amounts)

ASSETS Current Assets:

Cash and cash equivalents Accounts receivable trade (less allowance for doubtful accounts of$19 arid $18, respectively)

Unbilled revenue Miscellaneous accounts receivable Inventories Current regulatory assets Other current assets Total current assets September 30, December 31, 2019 2018 16 580 LIABILITIES AND EQUITY Current Liabilities:

Current maturities oflong-term debt Short-term debt Accounts and wages payable Taxes accrued Current regulatory liabilities Other current liabilities Total current liabilities Long-term Debt, Net Deferred Credits and Other Liabilities:

Accumulated deferred income taxes and investment tax credits, net Regulatory liabilities Asset retirement obligations Pension and other postretirement benefits Other deferred credits and liabilities Total deferred credits and other liabilities Commitments and Contingencies (Notes 2, 9, and 10)

Ameren Corporation Shareholders Equity:

Common stock, $01 par value, 400.0 shares authorized shares outstanding of246.0 and 244.5, respectively Other paid-in capital, principally premium on common stock Retained earnings Accumulated other comprehensive loss Total Ameren Corporation shareholders equity Noncontrolling Interests Total equity TOTAL LIABILITIES AND EQUITY The accompanying notes are an integral part ofthese consolidated financial statements.

2,902 4,845 671 522 2,666 4,637 627 558 466 408 9,406 2,296 5,673 2,408 4

AMEREN CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (In millions)

Cash Flows From Operating Activities:

Net income Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization Amortization ofnuclear fuel Amortization of debt issuance costs and premium/discounts Deferred income taxes and investment tax credits, net Allowance for equity funds used during construction Stock-based compensation costs Other Changes in assets and liabilities:

Receivables Inventories Accounts and wages payable Taxes accrued Regulatory assets and liabilities Assets, other Liabilities, other Pension and other postretirement benefits Net cash provided by operating activities Cash Flows From Investing Activities:

Capital expenditures Nuclear fuel expenditures Purchases of securities nuclear decommissioning trust fund Sales and maturities of securities nuclear decommissioning trust fund Purchase of bonds Proceeds from sale ofremarketed bonds Other Net cash used in investing activities Cash Flows From Financing Activities:

Dividends on common stock Dividends paid to noncontrolling interest holders Short-term debt, net Maturities oflong-term debt Issuances of long-term debt Issuances of common stock Employee payroll taxes related to stock-based compensation Debt issuance costs Other Net cash provided by financing activities Net change in cash, cash equivalents, and restricted cash Cash, cash equivalents, and restricted cash at beginning of year Cash, cash equivalents, and restricted cash at end of period Nine Months Ended September 30, 2019 2018 739 745 56 14 144 (20) 15 (11) 10 (4)

(205) 118 147 (56) 11 752 699 71 16 212 (25) 15 21 (129)

(4)

(198) 92 213 (2)

(45)

(35)

(2) 1,668 1,686 (1,761)

(26)

(192) 184 (207) 207 (3)

(1,689)

(30)

(172) 159 13 (1,798)

(1,719)

(350)

(5)

(53)

(329) 900 54 (29)

(10) 178 48 107 155 (334)

(5) 36 (522) 853 56 (19)

(9) 57 24 68 92 The accompanying notes are an integral part ofthese consolidated financial statements.

5

Other Paid-in Capital:

Beginning of period Shares issued under the DRP1us and 401(k) plan Stock-based compensation activity Other paid-in capital, end ofperiod Retained Earnings:

Beginning ofperiod Net income attributable to Ameren common shareholders Dividends Retained earnings, end ofperiod Accumulated Other Comprehensive Income (Loss):

Deferred retirement benefit costs. beginning of period Change in deferred retirement benefit costs Deferred retirement benefit costs, end of period Total accumulated other comprehensive loss, end ofperiod Total Ameren Corporation Shareholders Equity Noncontrolling Interests:

Beginning of period Net income attributable to noncontrolling interest holders Dividends paid to noncontrolling interest holders Noncontrolling interests, end of period Total Equity Three Months Ended September 30, Nine Months Ended September 30, (22) 2 1

(17)

(21)

(17)

(21) 7,656 8,062

0.8 0.7 246.0 244.2 246.0 244.2 Common Stock AMEREN CORPORATION CONSOLIDATED STATEMENT Of SHAREHOLDERS EQUITY (Unaudited) (In millions, except per share amounts) 2018 2019 2018 2$

2 2

5,576 5,627 16 54 6

(8) 5,598 5,673 L827 2,024 357 734 (ill)

(350) 2,073 2,408 (19) 2019 2

5,649 17 7

5,673 2,161 364 (117) 2,408 (21)

(21)

(21) 8,062 2

(2) 142 8,204 5,540 56 2

5,598 1,660 747 (334) 2,073 (18)

(17)

(17) 7,656 142 142 142 142 2

(2) 142 7,798 Common stock shares outstanding at beginning of period Shares issued under the DRP1us and 401(k) plan Shares issued for stock-based compensation Common stock shares outstanding at end ofperiod Dividends per common share 5

5 (5)

(5) 142 142 8,204 7,798 245.8 0.2 244.0 0.2 244.5 0.7 242.6 0.9 0.4750 0.4575 1.4250 1.3725 The accompanying notes are an integral part ofthese consolidated financial statements.

6

Operating Revenues:

Electric Natural gas Total operating revenues Operating Expenses:

Fuel Purchased power Natural gas purchased for resale Other operations and maintenance Depreciation and amortization Taxes other than income taxes Total operating expenses Operating Income Other Income, Net Interest Charges Income Before Income Taxes Income Taxes Nine Months Ended September 30, 2019 2018 2,517 2,782 98 94 2,615 2,876 UMON ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)

STATEMENT OF INCOME (Unaudited) (In millions)

Three Months Ended September 30, 2019 2018 S

1,040 1,111 19 18 1,059 1,129 147 216 49 49 6

5 242 234 138 137 96 94 678 735 381 394 15 16 44 50 352 360 51 65 409 160 41 720 417 256 2,003 612 43 136 519 Net Income Preferred Stock Dividends Net Income Available to Common Shareholder 590 131 37 707 411 258 2,134 742 45 152 635 132 503 3

500 70 301 295 449 1

1 3

300 294 446 The accompanying notes as they relate to Ameren Missouri are an integral part ofthese financial statements.

7

UNION ELECTRIC COMPANY (dlbla AMEREN MISSOURI)

BALANCE SHEET (Unaudited) (In millions, except per share amounts)

Current Assets:

Cash and cash equivalents Accounts receivable trade (less allowance for doubtful accounts of $8 and $7, respectively)

Accounts receivable affiliates Unbilled revenue Miscellaneous accounts receivable Inventories Other current assets Total current assets Property, Plant, and Equipment, Net Investments and Other Assets:

Nuclear decommissioning trust fund Regulatory assets Other assets Total investments and other assets TOTAL ASSETS LL4BILITIES AND SHAREHOLDERS EQUITY Current Liabilities:

Current maturities oflong-term debt Short-term debt Accounts and wages payable Accounts payable affiliates Taxes accrued Other current liabilities Total current liabilities Long-term Debt, Net Deferred Credits and Other Liabilities:

Accumulated deferred income taxes and investment tax credits, net Regulatory liabilities Asset retirement obligations Pension and other postretirement benefits Other deferred credits and liabilities Total deferred credits and other liabilities Commitments and Contingencies (Notes 2, 8, 9, and 10)

Shareholders Equity:

Common stock, $5 par value, 150.0 shares authorized 102.1 shares outstanding Other paid-in capital, principally premium on common stock Preferred stock Retained earnings Total shareholders equity TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 243 223 20 14 156 155 41 42 356 358 66 40 882 832 12,452 12,103 798 684 35$

366 370 306 1,526 1,356 14,860 14,291 336 144 55 261 428 126 69 148 27 240 243 1,255 1,402 3,779 3,418 1,619 1,576 2,860 2,799 667 623 211 228 44 16 5,401 5,242 The accompanying notes as they relate to Ameren Missouri are an integral part ofthese financial statements.

ASSETS September 30, December 31, 2019 2018 580 511 511 1,903 1,903 80 80 1,931 1,735 4,425 4,229 14,860 14,291 8

UMON ELECTRIC COMPANY (d/bla AMEREN MISSOURI)

STATEMENT OF CASh FLOWS (Unaudited) (In millions)

Nine Months Ended September 30, 2019 2018 Cash Flows From Operating Activities:

Net income Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization Amortization ofnuclear fuel Amortization of debt issuance costs and premium/discounts Deferred income taxes and investment tax credits, net Allowance for equity funds used during construction Other Changes in assets and liabilities:

Receivables Inventories Accounts and wages payable Taxes accrued Regulatory assets and liabilities Assets, other Liabilities, other Pension and other postretirement benefits Net cash provided by operating activities Cash Flows From Investing Activities:

Capital expenditures Nuclear fuel expenditures Purchases of securities nuclear decommissioning trust fund Sales and maturities of securities nuclear decommissioning trust fund Purchase of bonds Proceeds from sale ofrernarketed bonds Money pool advances, net Net cash used in investing activities Cash Flows From Financing Activities:

Dividends on common stock Dividends on preferred stock Short-term debt, net Maturities oflong-term debt Issuances oflong-term debt Debt issuance costs Net cash used in financing activities Net change in cash. cash equivalents. and restricted cash Cash, cash equivalents, and restricted cash at beginning of year Cash. cash equivalents, and restricted cash at end ofperiod 449 503 419 398 56 4

(9)

(14) 10 (32) 3 (153) 148 5

(37)

(4) 71 4

4 (19) 14 (156) 3 (16$)

14$

149 7

(5) 3 840 961 (751)

(664)

(26)

(30)

(192)

(172) 184 159 (207)

207

(28)

(785)

(735)

(250)

(225)

(3)

(3) 89 (39)

(329)

(378) 450 423 (6)

(4)

(49)

(226) 6

8 7

S 14 7

The accompanying notes as they relate to Ameren Missouri are an integral part of these financial statements.

9

UNION ELECTRIC COMPANY (d/b/a AMEREN MISSOURI)

STATEMENT OF SHAREHOLDERS EQUITY (Unaudited) (In millions)

Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 CommonStock 511 511 511 511 Other Paid-in Capital 1,903 1,858 1,903 1,858 Preferred Stock 80 80 80 80 Retained Earnings:

Beginningofperiod 1,781 1,788 1,735 1,632 Netincome 301 295 449 503 Common stock dividends (150)

(175)

(250)

(225)

Preferred stock dividends (1)

(1)

(3)

(3)

Retained earnings, end ofperiod 1,931 1,907 1,931 1.907 Total Shareholders Equity S

4,425 4,356 S

4,425 4,356 The accompanying notes as they relate to Ameren Missouri are an integral part ofthese financial statements.

10

AMEREN ILLINOIS COMPANY (d/bla AMEREN ILLINOIS)

STATEMENT OF INCOME (Unaudited) (In millions)

Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Operating Revenues:

Electric 452 448 1,305 1,333 Natural gas 112 1 16 568 569 Total operating revenues 564 564 1,873 1,902 Operating Expenses:

Purchasedpower 101 105 284 334 Naturalgaspurchasedforresale 25 25 195 215 Other operations and maintenance 193 195 580 590 Depreciation and amortization 102 94 304 278 Taxes other than income taxes 33 32 110 108 Total operating expenses 454 451 1,473 1,525 Operatinglncome 110 113 400 377 Other Income, Net 13 1 1 39 30 InterestCharges 38 38 111 112 Income Before Income Taxes 85 86 328 295 Income Taxes 20 23 79 73 Net Income 65 63 249 222 Preferred Stock Dividends

2 2

Net Income Available to Common Shareholder 65 63 247 220 The accompanying notes as they relate to Ameren Illinois are an integral part ofthese financial statements.

11

AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)

BALANCE SHEET (Unaudited) (In millions)

ASSETS Current Assets:

Cash and cash equivalents Accounts receivable trade (less allowance for doubtful accounts of $1 1 and $1 1, respectively)

Accounts receivable affiliates Unbilled revenue Miscellaneous accounts receivable Inventories Current regulatory assets Other current assets Total current assets Property and Plant, Net Investments and Other Assets:

Goodwill Regulatory assets Other assets Total investments and other assets TOTAL ASSETS LIABILITIES AND SHAREHOLDERS EQuITY Current Liabilities:

Short-term debt Accounts and wages payable Accounts payable affiliates Customer deposits Current environmental remediation Current regulatory liabilities Other current liabilities Total current liabilities Long-term Debt, Net Deferred Credits and Other Liabilities:

Accumulated deferred income taxes and investment tax credits. net Regulatory liabilities Pension and other postretirement benefits Environmental remediation Other deferred credits and liabilities Total deferred credits and other liabilities Commitments and Contingencies (Notes 2, 8 and 9)

Shareholders Equity:

Common stock, no par value, 45.0 shares authorized 25.5 shares outstanding Other paid-in capital Preferred stock Retained earnings Total shareholders equity TOTAL LIABILITIES AND SHAREIIOLDERS EQUITY September 30, December 31, 2019 2018

222 224 38 21 117 140 16 40 132 125 58 110 26 16 609 676 9,819 9,198 411 411 796 759 311 275 1,518 1,445 11,946 11,319 310 247 302 67 58 71 76 56 42 49 62 176 184 976 796 3,279 3,296 1,180 1,119 1,884 1,741 261 280 85 109 260 204 3,670 3,453 2,173 2,173 62 62 1,786 1,539 4,021 3,774 11,946 11,319 The accompanying notes as they relate to Ameren Illinois are an integral part ofthese financial statements.

72 12

AMEREN ILLINOIS COMPANY (dlb/a AMEREN ILLINOIS)

STATEMENT OF CASh FLOWS (Unaudited) (In millions)

Cash Flows From Operating Activities:

Net income Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization Amortization of debt issuance costs and premium/discounts Deferred income taxes and investment tax credits, net Other Changes in assets and liabilities:

Receivables Inventories Accounts and wages payable Taxes accrued Regulatory assets and liabilities Assets, other Liabilities, other Pension and other postretirement benefits Net cash provided by operating activities Cash Flows From Investing Activities:

Capital expenditures Other Net cash used in investing activities Cash Flows From Financing Activities:

Dividends on preferred stock Short-term debt, net Money pool borrowings, net Maturities oflong-term debt Issuances of long-term debt Debt issuance costs Capital contribution from parent Other Net cash provided by financing activities Net change in cash, cash equivalents. and restricted cash Cash, cash equivalents and restricted cash at beginning of year Cash, cash equivalents, and restricted cash at end of period Nine Months Ended September 30, 2019 2018 249 303 278 9

10 42 56 8

5 18 21 (7)

(7)

(48)

(44)

(40) 147 63 (15) 13 (40)

(27)

(8) 706 516 (900)

(947)

(3) 10 (903)

(937)

(2)

(2) 237 46 45 (144) 430 (5) 80 (1) 1 234 451 37 30 80 41 117 71 222 14 The accompanying notes as they relate to Ameren Illinois are an integral part ofthese financial statements.

13

AMEREN ILLINOIS COMPANY (d/b/a AMEREN ILLINOIS)

STATEMENT OF SHAREHOLDERS EQUITY (Unaudited) (In millions)

Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 CommonStock

Other Paid-in Capital:

Beginning ofperiod 2,173 2,093 2,173 2,013 Capital contribution from parent

so Other paid-in capital, end ofperiod 2,173 2,093 2,173 2,093 Preferred Stock:

62 62 62 62 Retained Earnings:

Beginning ofperiod 1,721 1,392 1,539 1,235 Net income 65 63 249 222 Preferred stock dividends

(2)

(2)

Retained earnings, end ofperiod 1,786 1,455 1,786 1,455 Total Shareholders Equity S

4,021 3,610 4,021 3,610 The accompanying notes as they relate to Ameren Illinois are an integral part of these financial statements.

14

AMEREN CORPORATION (Consolidated)

UNION ELECTRIC COMPANY (d/b/a Ameren Missouri)

AMEREN ILLINOIS COMPANY (dlb/a Ameren Illinois)

COMBINED NOTES TO FINANCIAL STATEMENTS (Unaudited)

September 30, 2019 NOTE 1 -

SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES General Ameren, headquartered in St. Louis, Missouri, is a public utility holding company whose primary assets are its equity interests in its subsidiaries. Amerens subsidiaries are separate, independent legal entities with separate businesses, assets, and liabilities. Dividends on Amerens common stock and the payment of expenses by Ameren depend on distributions made to it by its subsidiaries. Amerens principal subsidiaries are listed below. Ameren has other subsidiaries that conduct other activities, such as providing shared services.

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 Illinois Company, doing business as 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 developing the MISO-approved Illinois Rivers and Mark Twain electric transmission projects.

Amerens financial statements are prepared on a consolidated basis and therefore include the accounts of its majority-owned subsidiaries. All intercompany transactions have been eliminated, except as disclosed in Note 8 Related-party Transactions. Ameren Missouri and Ameren Illinois have no subsidiaries. All tabular dollar amounts are in millions, unless otherwise indicated.

Our accounting policies conform to GAAP. Our financial statements reflect all adjustments (which include normal, recurring adjustments) that are necessary, in our opinion, for a fair statement of our results. The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. Such estimates and assumptions affect reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of financial statements, and the reported amounts ofrevenues and expenses during the reported periods. Actual results could differ from those estimates. The results of operations of an interim period may not give a true indication of results that may be expected for a full year. These financial statements should be read in conjunction with the financial statements and accompanying notes included in the form 1 0-K.

Variable Interest Entities As of September 30, 20 1 9, Ameren and Ameren Missouri had interests in unconsolidated variable interest entities that were established to construct wind generation facilities and, ultimately, sell those constructed facilities to Ameren Missouri. Neither Ameren nor Ameren Missouri are the primary beneficiary of these variable interest entities because neither has the power to direct matters that most significantly affect the entities activities, which include designing, financing, and constructing the tvind generation facilities. As a result, these variable interest entities have not been consolidated. As ofSeptember 30. 2019, the maximum exposure to loss related to these variable interest entities tvas approximately $12 million, which primarily represents legal costs incurred. The risk of a loss was assessed to be remote and, accordingly, Ameren and Ameren Missouri have not recognized a liability associated with any portion ofthe maximum exposure to loss. See Note 2 Rate and Regulatory Matters for additional information on the agreements to acquire these wind generation facilities.

As ofSeptember 30, 2019, and December 31, 2018, Ameren had unconsolidated variable interests as a limited partner in various equity method investments, totaling $27 million and $22 million, respectively, included in Other assets on Amerens consolidated balance sheet. Ameren is not the primary beneficiary of these investments because it does not have the power to direct matters that most significantly affect the activities ofthese variable interest entities. As of September 30, 2019, the maximum exposure to loss related to these variable interests is limited to the investment in these partnerships of$27 million plus associated outstanding funding commitments of $37 million.

Company-owned Life Insurance Ameren and Ameren Illinois have company-owned life insurance, which is recorded at the net cash surrender value. The net cash surrender value is the amount that can be realized under the insurance policies at the balance sheet date. As ofSeptember 30, 2019, the cash surrender value ofcompany-owned life insurance at Ameren and Ameren Illinois was $258 million (December 31, 2018

$244 million) and $121 million (December 3 1, 2018

$122 million),

respectively, while total borrowings against the policies were $1 14 million (December 31, 2018

$1 13 million) at both Ameren and Ameren Illinois. Ameren and Ameren Illinois have the right to offset the borrowings 15

against the cash surrender value ofthe policies and, consequently, present the net asset in Other assets on their respective balance sheets.

Accounting and Reporting Developments See Note 1 3 Supplemental Information for additional information on our adoption of authoritative accounting guidance related to leases. See Note 1

Summary ofSignificant Accounting Policies under Part II, Item 8, ofthe Form 10-K for additional information about recently issued authoritative accounting standards relating to the measurement of credit losses on financial instruments, fair value measurement disclosures, and defined benefit plan disclosures.

NOTE 2 - RATE AND REGULATORY MATTERS Below is a summary ofupdates to significant regulatory proceedings and related lawsuits. See also Note 2 Rate and Regulatory Matters under Part II, Item 8, ofthe Form 10-K. We are unable to predict the ultimate outcome ofthese matters, the timing ofthe final decisions ofthe various agencies and courts, or the impact on our results of operations, financial position, or liquidity.

Missouri 2019 Electric Service Regulatoty Rate Review In July 2019, Ameren Missouri filed a request with the MoPSC seeking approval to decrease its annual revenues for electric service by $1 million. The electric rate decrease request is based on a 9.95% return on common equity, a capital structure composed of5l.9% common equity, a rate base of$8.0 billion, and a test year ended December 3 1, 201 8, with certain pro-forma adjustments expected through an anticipated true-up date of December 3 1, 2019. Pro-forma adjustments are also expected for fuel costs, transportation costs, MISO multi-value transmission project expenses, and payroll costs effective as oflanuary 1, 2020. The electric rate decrease request reflects the following:

decreased net energy costs ofapproximately $100 million othenvise subject to FAC recovery; higher weather-normalized customer sales volumes, which reduced the rate request by approximately $55 million; decreased expenses, other than net energy costs, of approximately $20 million, which includes a decrease to those expenses subject to regulatory recovery mechanisms and changes in amortization ofregulatory assets and liabilities of approximately $80 million; increased depreciation and amortization expense ofapproximately $115 million for new electric infrastructure investments, ofwhich approximately $35 million reflects higher depreciation rates and another $35 million would otherwise be deferred under PISA; and an increase of approximately $60 million ofpre-tax return on rate base, which includes both the debt and equity components, ofwhich approximately $30 million would otherwise be deferred under PISA.

Ameren Missouris base rates for electric service, which were last reset on April 1. 2017, and adjusted by a July 2018 MoPSC order, are required to be reset at least every four years to allow for continued use ofthe FAC. This filing, which includes a request for continued use ofthe FAC, allows Ameren Missouri to meet that requirement while providing flexibility to time its next regulatory rate review to include wind generation investments expected to be made by the end of 2020.

Ameren Missouri also requested continued use of the regulatory recovery mechanisms for pension and postretirement benefits, uncertain income tax positions and certain excess deferred taxes that the MoPSC previously authorized in earlier electric rate orders.

The MoPSC proceeding relating to the proposed electric service rate changes will take place over a period ofup to 1 1 months, with a decision by the MoPSC expected by late April 2020 and new rates effective by late May 2020. Ameren Missouri cannot predict the level ofany electric service rate change the MoPSC may approve, when any rate change may go into effect, whether the requested regulatory recovery mechanisms will be approved, or whether any rate change that may eventually be approved will be sufficient for Ameren Missouri to recover its costs and earn a reasonable return on its investments when the rate change goes into effect.

Wind Generation facilities and RESRAM In May 2019, Ameren Missouri entered into a build-transfer agreement to acquire, after construction, an up-to 300-megawatt wind generation facility. In 2018, Ameren Missouri entered into a build-transfer agreement to acquire, after construction, an up-to 400-megawatt wind generation facility. The two build-transfer agreements, which are subject to customary contract terms and conditions, collectively represent approximately $ 1.2 billion of capital expenditures, are expected to be completed by the end of2020, and would support Ameren Missouris compliance with the Missouri renewable energy standard. Both acquisitions have received all regulatory approvals, and both projects have received all applicable zoning approvals, have entered into RTO interconnection agreements, and have begun construction activities. The county zoning approval process for the Schuyler County portion ofthe 400-megawatt project is subject to litigation filed in August 2019, which is not expected to affect the completion ofthe project by the end of2020. The following table provides information with respect to each build-transfer agreement:

Up-to 400-Megawatt facility Up-to 300-Megawatt Facility Build-transfer agreement date May 2018 May 2019 Wind facility developer Terra-Gen, LLC Invenergy Renewables, LLC Location Northeastern Missouri Northwestern Missouri Status ofcertificate ofconvenience and necessity from the MoPSC Approved October 2018 Approved August 2019 Status offinal interconnection costs Received July 2019 Received July 2019 Status ofRTO transmission interconnection agreement Executed August 2019 Executed October 2019 Status ofFERC approval Received December 2018 Received October 2019 Expected completion date By the end of2020 By the end of 2020 (a)

In October 2019, Invenergy Renewables, LLC acquired the project from End North America, Inc.

In 201 8, Ameren Missouri entered into a build-transfer agreement to acquire, after construction, a 157-megawatt wind generation facility. In July 2019, Ameren Missouri and the developer mutually agreed to terminate the project due to unacceptable interconnection costs, which made the project uneconomic and not in the best interest ofAmeren Missouris customers. Abandonment costs incurred as a result ofterminatmg the project were immaterial to Ameren Missouri.

In January 2019, the MoOPC filed an appeal with the Missouri Court ofAppeals, Western District, challenging the MoPSCs December 2018 order allowing Ameren Missouri to recover, through the RESRAM, the 1 5% of depreciation expense and weighted average cost of capital return not recovered under PISA. In October 2019, the Missouri Court ofAppeals. Western District upheld the MoPSCs order. In November 2019, the MoOPC filed a request for appeal of the MoPSCs order to the Missouri Supreme Court. The RESRAM is designed to mitigate the impacts ofregulatory lag for the cost of compliance with renewable energy standards, including recovery of investments in wind and other renewable energy generation, by providing more timely recovery of costs and a return on investments not already provided for in customer rates or recovered under PISA.

MEEIA As a result ofMoPSC orders issued in September 2017, October 2018, January 2019, and September 2019 related to performance incentives for the MEEIA 2013 and MEEIA 2016 programs, Ameren Missouri recognized revenues of$20 million and $5 million during the first quarter of2Ol9 and 2018, respectively, and

$12 million in the third quarter of 2019.

Requestjor Deferral ofMaintenance Expenses Related to Scheduled Callaway Refueling and Maintenance Outages In October 20 1 9, Ameren Missouri filed a request with the MoPSC for deferral accounting treatment that would allow Ameren Missouri to defer and amortize maintenance expenses related to scheduled refueling and maintenance outages at its Callaway nuclear energy center. These expenses would be amortized over the period between refueling and maintenance outages, which is approximately 1 2 months. Ameren Missouri cannot predict the ultimate outcome ofthis regulatory proceeding. Ifthe request is approved prior to the fall 2020 refueling and maintenance outage, Ameren Missouri would defer the maintenance expenses incurred related to the outage as a regulatory asset and begin to amortize those expenses after completion ofthe outage.

2018 Natural Gas Delivery Service Regulatory Rate Review In I)ecember 201 8, Ameren Missouri filed a request with the MoPSC to increase its annual revenues for natural gas delivery service. In August 2019, the MoPSC issued an order approving a stipulation and agreement to decrease Ameren Missouri s annual revenues for natural gas delivery service by $ 1 million. The decrease in annual rates is based on a return on common equity range of9.4% to 9.95% and a capital structure composed of52.0% common equity, which was Ameren Missouris capital structure as ofMay 3 1, 2019. This order allows for the use ofISRS, which will be calculated using an ROE of9.725%. The order represents a $1 million increase to Ameren Missouris annual revenues for natural gas delivery service from interim rates, which were approved by the MoPSC in December 2018. The new rates became effective September 1, 2019.

Illinois Electric Distribution Service Rates In April 2019, Ameren Illinois filed its annual electric distribution service formula rate update to establish the revenue requirement to be used for 2020 rates with the ICC. Pending ICC approval, this update filing will result in a $7 million decrease in Ameren Illinois electric distribution service rates, beginning in January 2020. This update reflects a decrease for the conclusion ofthe 2017 revenue requirement reconciliation adjustment, which will he fully collected from customers in 2019, consistent with the ICCs November 2018 annual update filing order. It also reflects an increase to the annual formula rate based on 2018 actual costs and expected net plant additions for 2019, and an increase to include the 2018 revenue requirement reconciliation adjustment. In August 2019, the ICC staff submitted an updated calculation 17

ofthe revenue requirement included in Ameren Illinois filing, recommending an amount comparable to that included in Ameren Illinois filing. In October 2019, the administrative lawjudges issued a proposed order consistent with Ameren Illinois filing. An ICC decision in this proceeding is expected by December 2019.

Electric Customer Energy-Efficiency Investments In May 2019, Ameren Illinois filed its annual electric customer energy-efficiency formula rate update to establish the revenue requirement to be used for 2020 rates with the ICC. This rate update is based on an 8.9% return on common equity, a capital structure composed of5O% common equity, and $205 million of net electric customer energy-efficiency investments. Pending ICC approval, this update filing will result in 2020 electric customer energy-efficiency rates of $44 million, which represents an increase of$10 million from 2019 rates. In September 2019, the ICC staffsubmitted an updated calculation ofthe revenue requirement included in Ameren Illinois filing, recommending an amount comparable to that included in Ameren Illinois filing. An ICC decision in this proceeding is expected by December 2019.

ATX[ Illinois Rivers Project In August 2017, the Illinois Circuit Court for Edgar County dismissed several ofATXIs condemnation cases related to the one remaining line segment to be completed in the Illinois Rivers project. These cases had been filed to obtain easements and rights ofway necessary to complete the line segment. The court found that required notice was not given to the relevant landowners during the underlying ICC proceeding. Upon appeal, in October 2018, the Illinois Supreme Court reversed the Illinois Circuit Court for Edgar Countys decision and remanded the case for further proceedings. In February 2019, the landowners filed an appeal with the United States Supreme Court, which was denied in April 2019. In the second quarter of2019, at ATXIs request, the Illinois Circuit Court for Edgar County reinstated the condemnation cases that were previously dismissed. ATXI expects to complete the line segment in 2020. The estimated line segment capital expenditure investment is approximately $81 million, ofwhich $39 million was invested as ofSeptember 30, 2019.

Federal FERC Complaint Cases In November 2013, a customer group filed a complaint case with the FERC seeking a reduction in the allowed base return on common equity for FERC regulated transmission rate base under the MISO tarifffrom 12.38% to 9.15%. In September 2016, the FERC issued an order in the November 2013 complaint case, which lowered the allowed base return on common equity to 10.32%, or a 10.82% total allowed return on common equity with the inclusion ofa 50 basis point incentive adder for participation in an RIO, effective since September 2016. The 10.82% allowed return on common equity may be replaced prospectively after the fERC issues a final order in the February 2015 complaint case, discussed below.

Since the maximum fERC-allowed refund period for the November 2013 complaint case ended in February 2015, another customer complaint case was filed in February 2015. MISO transmission owners subsequently filed a motion to dismiss the February 2015 complaint, as discussed below. The February 2015 complaint case seeks a further reduction in the allowed base return on common equity for FERC-regulated transmission rate base under the MISO tariff In June 2016, an administrative lawjudge issued an initial decision in the February 2015 complaint case. Ifapproved by the FERC, it would lower the allowed base return on common equity for the 15-month period ofFebruary 2015 to May 2016 to 9.70°/o, or a 10.20% total allowed return on equity with the inclusion ofa 50 basis point incentive adder for participation in an RIO. It would also require customer refunds, with interest, for that 1 5-month period. A final FERC order would also establish the allowed return on common equity that will apply prospectively from the effective date of such order, replacing the current 1 0. 82% total return on common equity. In April 2017, the United States Court ofAppeals for the District ofColumbia Circuit vacated and remanded to the FERC an order in an unrelated case in which the FERC established the allowed base return on common equity methodology subsequently used in the two MISO complaint cases described above.

In October 2018, the fERC issued an order in the unrelated case that proposed a new methodology for determining the base return on equity, which required further briefs from the participants. In November 2018, the FERC issued an order related to the February 2015 complaint case and the September 2016 order.

which required participants to file briefs in February 2019 regarding the fERCs proposed methodology for determining the base return on common equity, including whether and how to apply the proposed methodology to the two MISO complaint cases. In March 2019, the FERC issued separate Notices of Inquiry regarding its allowed base return on common equity policy and its transmission incentives policy. Initial comments were due by June 20 1 9, and reply comments were due by late August 201 9. The Notice oflnquiry addressing the FERC s return on common equity policy, among other things, broadened the ability to conmient on the new methodology beyond electric utilities that are participants in the complaint cases. The transmission incentives Notice of Inquiry was open for comment on the FERCs transmission incentive policy, including incentive adders to the return on common equity. Ameren is unable to predict the ultimate impact ofthe proposed methodology on these complaint cases or the Notices oflnquiry at this time. As the FERC is under no deadline to issue a final order, the timing of the final order in the February 2015 complaint case and any potential impact to the amounts refunded as a result of the September 20 1 6 order is uncertain.

In September 2017, MISO transmission owners, including Ameren Missouri, Ameren Illinois, and ATXI, filed a motion to dismiss the February 2015 complaint case with the FERC. The MISO transmission owners maintain that the February 2015 complaint was predicated on 18

the now superseded 12.32% allowed base return on common equity and is therefore inapplicable given the current 10.32% allowed base return on common equity.

The MISO transmission owners further maintain that the current 10.32% allowed base return on common equity has not been proven to be unjust and unreasonable based on information provided, including the base return on common equity methodology ranges set forth in the February 201 5 complaint case and in the initial decision issued by an administrative lawjudge in June 2016. Additionally, the MISO transmission owners maintain that the February 2015 complaint should be dismissed because the approach utilized in the case to assert that a return on common equity was unjust and unreasonable was insufficient. That same approach was rejected by the United States Court ofAppeals for the District ofColumbia Circuit in an unrelated case, as discussed above. The FERC is under no deadline to issue an order on this motion.

As of September 30, 2019, Ameren and Ameren Illinois had recorded current regulatory liabilities of $46 million and $27 million, respectively, to reflect the expected refunds, including interest, associated with the reduced allowed return on common equity in the initial decision in the February 20 1 5 complaint case.

Ameren Missouri does not expect that a reduction in the FERC-allowed base return on common equity would be material to its results of operations, financial position, or liquidity.

NOTE 3 - SHORT-TERM DEBT AND LIQUIDITY The liquidity needs ofthe Ameren Companies are typically supported through the use ofavailable cash, drawings under committed credit agreements, commercial paper issuances, and, in the case ofAmeren Missouri and Ameren Illinois, short-term affiliate borrowings. See Note 4 Short-term Debt and Liquidity under Part II, Item 8, in the Form 10-K for a description ofour indebtedness provisions and other covenants as well as a description ofmoney pool arrangements.

The Missouri Credit Agreement and the Illinois Credit Agreement were not utilized for direct borrowings during the nine months ended September 30, 2019, but were used to support commercial paper issuances and to issue letters of credit. Based on commercial paper outstanding and letters of credit issued under the Credit Agreements, the aggregate credit capacity available under the Credit Agreements to Ameren (parent), Ameren Missouri, and Ameren Illinois, collectively, at September 30, 2019, was $1.6 billion. The Ameren Companies were in compliance with the covenants in their Credit Agreements as ofSeptember 30, 2019. As ofSeptember 30, 2019, the ratios ofconsolidated indebtedness to consolidated total capitalization, calculated in accordance with the provisions ofthe Credit Agreements, were 53%, 48%, and 47% for Ameren, Ameren Missouri, and Ameren Illinois, respectively.

Commercial Paper The following table presents commercial paper outstanding, net of issuance discounts, as of September 30, 2019, and December 3 1, 2012:

September 30, 2019 December 31, 2018 Ameren (parent) 90 s

470 Ameren Missouri 144 55 Ameren Illinois 310 72 Ameren consolidated 544 597 The following table summarizes the borrowing activity and relevant interest rates under Ameren (parent)s, Ameren Missouris, and Ameren Illinois commercial paper programs for the nine months ended September 30, 2019 and 2018:

Ameren Ameren Ameren Ameren (parent)

Missouri Illinois Consolidated 2019 Average daily commercial paper outstanding at par value 532 141 S

147 S

821 Weighted-average interest rate 2.70%

2.73%

2.58%

2.68%

Peak commercial paper during period at par value S

651 S

549 310 1,113 Peak interest rate 3.80%

2.97%

5.00%

()

5.00%

(b) 2018 Average daily commercial paper outstanding at par value 431 81 117 629 Weighted-average interest rate 2 23%

1 94° o 2 2 1 %

2 1 8° Peak commercial paper during period at par valuet S

543 481 442 S

1,295 Peak interest rate 2.45%

2.42%

2.55%

2.55%

(a)

The timing ofpeak outstanding commercial paper issuances varies by company. Therefore, the sum ofindividual company peak amounts may not equal the Ameren consolidated peak commercial paper issuances for the period.

(b)

In the third quarter of2019, Amerens and Ameren Illinois peak interest rate was affected by temporary disruptions in the commercial paper market.

19

Money Pools Ameren has money pooi agreements with and among its subsidiaries to coordinate and provide for certain short-term cash and working capital requirements.

The average interest rate for borrowings under the money pooi for the three and nine months ended September 30, 2019, was 2.40% and 2.67%, respectively (2018 200% and 2.02%, respectively). See Note 8 Related-party Transactions for the amount ofmterest income and expense from the money pool arrangements recorded by the Ameren Companies for the three and nine months ended September 30, 2019 and 2018.

NOTE 4 - LONG-TERM DEBT AND EQUITY FINANCINGS Ameren For the three and nine months ended September 30, 2019, Ameren issued a total of0.2 million and 0.7 million shares ofcommon stock under its DRPIus and 401(k) plan, and received proceeds of$17 million and $54 million, respectively. In addition, in the first quarter of2019, Ameren issued 0.8 million shares of common stock valued at $54 million upon the vesting of stock-based compensation.

In August 20 1 9, Ameren entered into a forward sale agreement with a counterparty relating to 7.5 million shares of common stock. The forward sale agreement can be settled at Amerens discretion on or prior to March 31, 2021. On a settlement date or dates. ifAmeren elects to physically settle the forward sale agreement, Ameren will issue shares of common stock to the counterparty at the then-applicable fonvard sale price. The forward sale price was initially $74. 18 per share. The initial forward sale price is subject to adjustment based on a floating interest rate factor equal to the overnight bank ftinding rate less a spread of 75 basis points, and will be subject to decrease on certain dates specified in the forward sale agreement by specified amounts related to expected dividends on shares of the common stock durmg the term ofthe forward sale agreement. Ifthe overnight bank funding rate is less than the spread on any day, the interest rate factor will result in a reduction ofthe forward sale price.

The forward sale agreement will be physically settled unless Ameren elects to settle in cash or to net share settle. At September 30, 2019, Ameren could have settled the forward sale agreement with physical delivery of7.5 million shares ofcommon stock to the counterparty in exchange for cash of$557 million. The forward sale agreement could also have been settled at September 30, 2019, with delivery ofapproximately $47 million ofcash or approximately 0.6 million shares ofcommon stock to the countcrparty, ifAmeren had elected to net cash or net share settle, respectively.

The forward sale agreement has been classified as an equity transaction because it is indexed to Amerens common stock, physical settlement is within Amerens control, and the other requirements necessary for equity classification were met. As a result ofthe equity classification, no gain or loss will be recognized within earnings due to subsequent changes in the fair value ofthe forward sale agreement. Ifthe average price ofAmerens common stock exceeds the adjusted forward sale price during a quarterly period, the forward sale agreement could have a dilutive effect on earnings per share.

In September 2019, Ameren issued $450 million of2.50% senior unsecured notes due September 2024. with interest payable semiannually on March 15 and September 15, beginning March 1 5, 2020. Ameren received net proceeds of $447 million, which were used to repay outstanding short-term debt.

Ameren Missouri In March 2019, Ameren Missouri issued $450 million of3.50% first mortgage bonds due March 2029, with interest payable semiannually on March 15 and September 15 ofeach year, beginning September 15, 2019. Ameren Missouri received net proceeds of$447 million, which were used to repay outstanding short-term debt. including short-term debt that Ameren Missouri incurred in connection with the repayment of$329 million ofits 6.70% senior secured notes that matured February 1, 2019.

In June and July 2019, all ofthe 1992 Series bonds, 1998 Series A bonds, 1998 Series B bonds, and 1998 Series C bonds issued by the Missouri Environmental Improvement and Energy Resources Authority on behalf ofAmeren Missouri were subject to purchase in lieu of redemption or a mandatory tender as a result ofa change in the method ofdetermining the interest rates on the bonds. The interest rate method ofeach ofthe series ofbonds, as well as Ameren Missouris first mortgage bonds that collaterally secure each ofthe series ofbonds, was changed from a variable rate to a fixed rate. Upon the change in the method of determining the interest rate, the bonds, totaling $207 million, were remarketed to new investors. The following table provides additional information on the bonds:

20

1992 Series 1998 Series A 1998 Series B 1998 Series C Transaction month June 2019 July 2019 July 2019 June 2019 Principal amount

$47

$60

$50

$50 Fixed interest rate 1.60%

2.90%

2 900o 275%

Variable interest rate 2.36°c 3.35%

3.34%

3.83°c Maturity December 2022 September 2033 September 2033 September 2033 Interest payment dates June 1 and December 1 March 1 and September 1 March 1 and September 1 March 1 and September 1 Initial interest payment date December 2019 September 2019 September 2019 September2019 (a)

Represents the variable interest rate of the bonds effective prior to the change in method of determining the interest rate.

In October 2019, Ameren Missouri issued $330 million of3.25% first mortgage bonds due October 2049, with interest payable semiannually on April 1 and October 1 ofeach year, beginning April 1, 2020. Ameren Missouri received net proceeds of $326 million, which were used to repay $244 million of its 5.10%

senior unsecured notes due October 1, 2019, with the remaining proceeds used to repay a portion ofits short-term debt.

In October 2019, Ameren Missouri redeemed the remaining amount outstanding ofits 5.45% first mortgage bonds due 2028 for less than $1 million.

Ameren Illinois In 2006, Ameren Illinois purchased all $17 million ofthe 1993 Series B-i bonds due 202$ issued by the Illinois finance Authority on behalfofAmeren Illinois pursuant to a mandatory tender. Ameren Illinois 1993 Series B-i senior unsecured notes due 202$ were not extinguished and remained as Long-term debt, net on Amerens and Ameren Illinois balance sheets. In September 20 19, Ameren Illinois exchanged its bond investments for the extinguishment of its senior unsecured notes.

In September 20i9, Ameren Illinois redeemed the remaining amount outstanding ofits 5.70% first mortgage bonds due 2024 for less than $1 million.

Additionally, in October 2019, Ameren Illinois redeemed the remaining amount outstanding ofits 5.90% first mortgage bonds due 2023 for less than $1 million.

Following the redemption ofthe 5.90% first mortgage bonds, Ameren Illinois collaterally secured its 6.70% senior secured notes due 2036 with first mortgage bonds issued under its 1992 mortgage indenture.

Indenture Provisions and Other Covenants See Note 5 Long-Term Debt and Equity Financings under Part II, Item $, in the Form 10-K for a description ofour indenture provisions and other covenants, as well as restrictions on the payment of dividends. At September 30, 201 9, the Ameren Companies were in compliance with the provisions and covenants contained in their indentures and articles of incorporation, as applicable, and ATXI was in compliance with the provisions and covenants contained in its note purchase agreement.

Off-balance-sheet Arrangements At September 30, 2019, none ofthe Ameren Companies had any significant oft-balance-sheet fmancing arrangements, other than variable interest entities, letters ofcredit, and Ameren (parent) guarantee arrangements on behalfofits subsidiaries. See Note 1 Summary ofSignificant Accounting Policies for further detail concerning variable interest entities.

NOTE 5 - OTHER INCOME, NET The following table presents the components ofOther Income. Net in the Ameren Companies statements ofincome for the three and nine months ended September 30, 2019 and 201$:

Three Months Nine Months 2019 2018 2019 2012 Ameren:

Allowance for equity funds used during construction 7

1 1 20 25 Interest income on industrial development revenue bonds 6

6 19 19 Other interest income 2

2 6

6 Non-service cost components ofnet periodic benefit incom&

23 17 67 52 Miscellaneous income 2

2 6

5 Donations (1)

(4)

(8)

( 15)

Miscellaneous expense (5)

(2)

(11)

(8)

Total Other Income, Net 34 32 99 84 21

Three Months Nine Months 2019 2018 2019 2018 Ameren Missouri:

Allowance for equity funds used during construction 6

8 14 19 Interest income on industrial development revenue bonds 6

6 19 19 Other interest income i

2 Non-service cost components ofnet periodic benefit income 4

4 13 13 Miscellaneous income 2

2 4

3 Donations (1)

(3)

(3)

(6)

Miscellaneous expense (2)

(2)

(4)

(5)

Total Other Income, Net 15 s

16 43 45 Ameren Illinois:

Allowance for equity funds used during construction i

s 3

S 6

1 6

Interest income i

5 4

Non-service cost components ofnet periodic benefit income 12 8

36 25 Miscellaneous income i

i 3

3 Donations

(5)

(5)

Miscellaneous expense (2)

(2)

(6)

(3)

Total Other Income, Net 13 1 1 S

39 30 (a)

For the three and nine months ended September 30, 2019, the non-service cost components ofnet periodic benefit income were partially offset by a $7 million and $22 million deferral, respectively, due to a regulatory tracking mechanism for the difference between the level of such costs incurred by Ameren Missouri under GAAP and the level of such costs included in rates (201$

$5 million and $13 million, respectively).

NOTE 6 - DERIVATIVE FINANCIAL INSTRUMENTS We use derivatives to manage the risk of changes in market prices for natural gas and power, as well as the risk of changes in rail transportation surcharges through fuel oil hedges. Such price fluctuations may cause the following:

an unrealized appreciation or depreciation of our contracted commitments to purchase or sell when purchase or sale prices under the commitments are compared with current commodity prices; market values ofnatural gas inventories that differ from the cost ofthose commodities in inventory; and actual cash outlays for the purchase ofthese commodities that differ from anticipated cash outlays.

The derivatives that we use to hedge these risks are governed by our risk management policies for forward contracts, futures, options, and swaps. Our net positions are continually assessed within our structured hedging programs to determine whether new or offsetting transactions are required. The goal of the hedging program is generally to mitigate financial risks while ensuring that sufficient volumes are available to meet our requirements. Contracts we enter into as part of our risk management program may be settled financially, settled by physical delivery, or net settled with the counterparty.

All contracts considered to be derivative instruments are required to be recorded on the balance sheet at their fair values, unless the NPNS exception applies.

Many of our physical contracts, such as our purchased power contracts, qualify for the NPNS exception to derivative accounting rules. The revenue or expense on NPNS contracts is recognized at the contract price upon physical delivery. The following disclosures exclude NPNS contracts and other non-derivative commodity contracts that are accounted for under the accrual method of accounting.

Ifwe determine that a contract meets the definition of a derivative and is not eligible for the NPNS exception, we review the contract to determine whether the resulting gains or losses qualify for regulatory deferral. Derivative contracts that qualify for regulatory deferral are recorded at fair value, with changes in fair value recorded as regulatory assets or liabilities in the period in which the change occurs. We believe derivative losses and gains deferred as regulatory assets and liabilities are probable ofrecovery, or refund, through future rates charged to customers. Regulatory assets and liabilities are amortized to operating income as related losses and gains are reflected in rates charged to customers. Therefore, gains and losses on these derivatives have no effect on operating income. As of September 30, 2019, and December 31, 2018, all contracts that met the definition ofa derivative and were not eligible for the NPNS exception received regulatory deferral.

22

The following table presents open gross commodity contract volumes by commodity type for derivative assets and liabilities as ofSeptember 30, 2019, and December 3 1, 201 8. As of September 30, 20 19, these contracts extended through October 2022, March 2024, and May 2032 for fuel oils, natural gas, and power, respectively.

Quantity (in millions) 2019 2018 Ameren Ameren Commodity Missouri Ameren Illinois Ameren Missouri Ameren Illinois Ameren fuel oils (in ga11ons) 63

63 66 66 Natural gas (in mmbtu) 20 142 162 1 9 1 54 173 Power (in megawaffhours) 4 8

12 1

8 9

(a)

Consists of ultra-low-sulfur diesel products.

The following table presents the carrying value and balance sheet location of all derivative commodity contracts, none ofwhich were designated as hedging instruments, as ofSeptember 30, 2019, and December 3 1, 2018:

September 30, 2019 December 31, 2018 Ameren Ameren Ameren Ameren Balance Sheet Location Missouri Illinois Ameren Missouri Illinois Ameren Fuel oils Other current assets 4

4 3

=

3 Other assets 2

2 5

5 Natural gas Other current assets

2 2

1 1

Otherassets

1 1

2 2

Power Other current assets 8

8 4

4 Other assets 4

4

Totalassets 18 3

21 12 3

15 Fuel oils Other current liabilities 7

S 7

4 S

4 Other deferred credits and liabilities 5

5 9

9 Natural gas Other current liabilities 3

12 15 4

8 12 Other deferred credits and liabilities 1

7 8

1 6

7 Power Other current liabilities 3

15 18 4

14 18 Other deferred credits and liabilities 1

189 190

169 169 Total liabilities 20 223 243 22 197 219 The Ameren Companies elect to present the fair value amounts of derivative assets and derivative liabilities subject to an enforceable master netting arrangement or similar agreement at the gross amounts on the balance sheet. However, ifthe gross amounts recognized on the balance sheet were netted with derivative instruments and cash collateral received or posted, the net amounts would not be materially different from the gross amounts at September 30, 20 1 9, and December 31, 2018.

Credit Risk In determining our concentrations of credit risk related to derivative instruments, we review our individual counterparties and categorize each counterparty into groupings according to the primary business in which each engages. As ofSeptember 30, 2019, ifcounterparty groups were to fail completely to perform on contracts, the Ameren Companies maximum exposure related to derivative assets would have been immaterial with or without consideration ofthe application of master netting arrangements or similar agreements and collateral held.

Certain of our derivative instruments contain collateral provisions tied to the Ameren Companies credit ratings. If our credit ratings were downgraded below investment grade, or if a counterparty with reasonable grounds for uncertainty regarding our ability to satisfy an obligation requested adequate assurance of performance, additional collateral postings might be required. The additional collateral required is the net liability position allowed under master netting arrangements or similar agreements, assuming (1) the credit risk-related contingent features underlying these arrangements were triggered and, (2) those counterparties with rights to do so requested collateral. As of September 30, 201 9, the aggregate fair value of derivative instruments with credit risk-related contingent features in a gross liability position, the cash collateral posted, and the aggregate amount of additional collateral that counterparties could require were each immaterial to Ameren, Ameren Missouri, and Ameren Illinois.

NOTE 7 - FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value measurements are classified in three levels based on the fair value hierarchy as defined by GAAP. See Note 8 Fair Value Measurements 23

under Part II, Item 8, ofthe form 10-K for information related to hierarchy levels and valuation techniques.

We consider nonperfonnance risk in our valuation of derivative instruments by analyzing our own credit standing and the credit standing of our counterparties, and by considering any credit enhancements (e.g., collateral). Included in our valuation, and based on current market conditions. is a valuation adjustment for counterparty default derived from market data such as the price ofcredit default swaps, bond yields, and credit ratings. No material gains or losses related to valuation adjustments for counterparty default risk were recorded at Ameren, Ameren Missouri, or Ameren Illinois in the three and nine months ended September 30, 2019 or 2018. At September 30, 2019, and December 31, 2018, the counterparty default risk valuation adjustment related to derivative contracts was immaterial for Ameren, Ameren Missouri, and Ameren Illinois.

The following table sets forth, by level within the fair value hierarchy, our assets and liabilities measured at fair value on a recurring basis as of September 30, 2019, andDecember3l, 201$:

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

Ameren Derivative assets - commodity contracts:

/

fuel oils

6 6

S I

S 7

8 Natural gas

3 3

2 1

3 Power 1

11 12

1 3

4 Total derivative assets commodity contracts 1

20 21 1

3 1 1 15 Nuclear decommissioning trust fund:

Equity securities:

U.S. large capitalization 518

51$

S 427

427 Debt securities:

U.S. Treasury and agency securities

136

136

148

148 Corporate bonds

86

86 72

72 Other

50

50 32

32 Total Iluclear decommissioning trust fund 51$

272

790 427 252

679

TotalAmeren 519 272 20 811 428 255 S

11 694 Ameren Missouri Derivative assets commodity contracts:

Fuel oils

S

6 S

6 1

7 8

Power 1

11 12 1

3 4

Total derivative assets

-- commodity contracts 1

17 18 1

S I

10 12 Nuclear decommissioning trust fund:

Equity securities:

U.S. large caj)itahzation 518

518 427

S 427 Debt securities:

U.S. Treasury and agency securities

136

136

148

148 Corporate bonds

86

86

72 72 Other

50

50

32

32 Total nuclear decommissioning trust fund 518 272

790 t) 427 252

679 TotalAmerenMissouri 519 5

272 17 808 428 253 10 691 Ameren Illinois Derivative assets commodity contracts:

Natural gas

3 3

2 1

3 Liabilities:

Ameren Derivative liabilities - commodity contractst:

Fueloils 4

8 12 2

it 13 Natural gas 2

17 4

23

15 4

19 Power

1 207 208

I 186 187 TotalAmeren S

6 18 219 243 2

16 S

201 S

219 24

September 30, 2019 December 31, 2018 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Ameren Missouri Derivative liabilities commodity contracts:

Fueloils 4

8 12 2

11 13 Natural gas

3 1

4 5

5 Power

1 3

4

1 3

4 Total Ameren Missouri 4

4 12 20 2

S 6

14 5

22 Ameren Illinois Derivative liabilities commodity contracts:

Natural gas 2

14 3

19

it) 4 14 Power

204 204

183 183 Total Ameren Illinois 2

14 207 223 10 187 197 (a)

The derivative asset and liability balances are presented net ofregistrant and counterparty credit considerations.

(b)

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

Level 3 fhel oils and natural gas derivative contract assets and liabilities measured at fair value on a recurring basis were immaterial for all periods presented.

The followmg table presents the fair value reconciliation ofLevel 3 power derivative contract assets and liabilities measured at fair value on a recurring basis for the three and nine months endedSeptember 30, 2019 and 2018:

2019 2018 Ameren Ameren Ameren Ameren Missouri Illinois Ameren Missouri Illinois Ameren For the three months ended September 30:

BeginningbalanceatJuly 1 15 s

(191)

(176)

S (190)

(185)

Realized and unrealized gains/(losses) included in regulatory assets/liabilities (4)

(17)

(21)

(4)

(4)

Purchases

1 Settlements (1) 4 3

(1) 3 2

Transfers out ofLevel 3 (2)

(2)

(1)

(1)

Ending balance at September 30 8

(204)

(196)

(187)

(187)

Change in unrealized gains/(losses) relaied to assets/liabilities held at September 30 (4)

(17) s (21)

S

For the nine months ended September 30:

Beginning balance at January 1 (183)

(123) 7 (195)

(188)

Realized and unrealized gams/(losses) included in regulatonr assets/liabilities 12 (32)

(20)

(7)

(1)

(8)

Purchases

5

5 Settlements (2) 11 9

(4) 9 5

Transfers out ofLevel 3 (2)

(2)

(1)

(1)

EndingbalanceatSeptember3O 8

(204)

(196)

(187)

(187)

Change in unrealized gains/(losses) related to assets/liabilities held at September 30 8

s (31)

(23)

(1)

(2)

(3)

For the three and nine months ended September 30, 2019 and 20 1 8, there were no material transfers between fair value hierarchy levels.

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

25

Fair Va1ue Weighted Commodity Assets Liabilities Valuation Technique(s)

Unobservable Input Range Average 2019 Power 11 (207)

I)iscounted cash flow Average forward peak and off-peak 22 37 25 pricing forwards/swaps ($/MWh)

Nodal basis ($/MWh (7) 0 (3)

Fundamental energy Estimated future natural gas prices ($/mmbtu) 3 3 3

production model 2018 Power 3

(186)

Discounted cash flow Average forward peak and off-peak pricing

23 39 28 forwards/swaps ($/MWh)

Nodal basis ($/MWh)

(9)

- 0 (2)

Estimated future natural gas prices ($/mmbtu) 3 4

3 Fundamental energy production model (a)

The derivative asset and liability balances are presented net ofregistrant and counterparty credit considerations.

(b)

Power valuations use visible third-party pricing evaluated by month for peak and off-peak demand through 2024. Valuations beyond 2024 use fundamentally modeled pricing by month for peak and off-peak demand.

(c)

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

(d)

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

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

September 30, 2019 Fair Value Carrying Amount Level 1 Level 2 Level 3 Total Ameren:

Cash, cash equivalents, and restricted cash iss s

iss s

s

s Investments in industrial development revenue bonds 270

270

270 Short-term debt 544 544 544 Long-term debt (including current portionY

$987 (b) 9,727 491

° 10,218 Ameren Missouri:

Cash, cash equivalents, and restricted cash 14 s

14

14 Investments in industrial development revenue bonds 270

270

270 Short-term debt i

144

144 Long-term debt (including current portion) 4,115 b

4,766

4,766 Ameren Illinois:

Cash, cash equivalents, and restricted cash 117 s

117

S 117 Short-termdebt 310

310

310 Long-tenn debt (including current portion) 3,279 b

3,788

3,788 December 31, 2018 Ameren:

Cash, cash equivalents, and restricted cash 107 s

107 s

s

107 Investments in industrial development revenue bonds 270 270

270 Short-term debt 597 597

597 Long-term debt (including current portion) 8,439 (b) 8,240 429 8,669 Ameren Missouri:

Cash, cash equivalents, and restricted cash 8

s 8

8 Investments in industrial development re enue bondst 270

270 270 Short-term debt 55

55

55 Lon, term debt (includink current portionY 3 998 5) 4 156 4 156 Ameren Illinois:

Cash, cash equivalents, and restricted cash so s

80

s 80 Short-term debt 72 72 72 Long-term debt (including current portion)

3,391 The following table describes the valuation techniques and significant unobservable inputs utilized for the fair value of our Level 3 power derivative contract assets and liabilities as ofSeptember 30, 2019, and December 31, 2018:

3,296 (5) 3,391 (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 ofSeptember 30, 2019, and December 31, 2018, the carrying amount ofboth the investments in industrial development

revenue bonds and the finance obligations approximated fair value.

26

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Three Months Nine Months Income Statement Ameren Ameren Ameren Ameren Agreement Line Item Missouri Illinois Missouri Illinois Ameren Missouri software licensing Operating Revenues 2019 (a) 19 (a) 19 with Ameren Illinois 201$

(a)

(a)

(a)

(a)

Total Operating Revenues 2019 9

20 24 22 201$

11 (b) 2$

2 Ameren Illinois power supply Purchased Power 2019 (a) 1 S

(a) 3 agreements with Ameren Missouri 20 1 $

(a) 5 (a) 1 1 Ameren Illinois transmission Purchased Power 2019 (a)

S 1

(a) 1 services with ATXI 201$

(a)

(b)

(a) 1 Total Purchased Power 2019 (a) 2 (a)

S 4

201$

(a) 5 (a) 12 Ameren Missouri and Arneren Illinois Other Operations and Maintenance 2019 (b) 1 1

4 rent and facility services 201$

1 1

2 4

Ameren Services support services Other Operations and Maintenance 2019 34 30 9$

91 agreement 201$

36 33 101 93 Total Other Operations and 2019 34 31 99 95 Maintenance 201$

37 34 103 97 Money pool borrowings (advances)

Interest Charges/Other Income, Net 2019 (b)

(b)

(b)

(b) 201$

(b)

(b)

(b)

(b)

(a)

Not applicable.

(b)

Amount less than $1 million.

NOTE 9 - COMMITMENTS AND CONTINGENCIES We are involved in legal, tax, and regulatory proceedings before various courts, regulatory commissions, authorities, and governmental agencies with respect to matters that arise in the ordinary course ofbusiness, some ofwhich involve substantial amounts ofmoney. We believe that the final disposition of these proceedings, except as otherwise disclosed in the notes to our financial statements in this report and in the Form 10-K, will not have a material adverse effect on our results ofoperations, financial position, or liquidity.

Reference is made to Note 1 Summary of Significant Accounting Policies, Note 2 Rate and Regulatory Matters, Note 13 Related-party Transactions, and Note 14 Commitments and Contingencies under Part II, Item 8, ofthe form 10-K. See also Note 1 Summary ofSignificant Accounting Policies, Note 2 Rate and Regulatory Matters, Note 8 Related-party Transactions, and Note 1 0 Callaway Energy Center of this report.

Other Obligations To supply a portion ofthe fuel requirements ofAmeren Missouris energy centers, Ameren Missouri has entered into various long-term commitments for the procurement of coal, natural gas, nuclear fuel, and methane gas. Ameren Missouri and Ameren Illinois also have entered into various long-term commitments for purchased power and natural gas for distribution. The table below presents our estimated minimum fuel, purchased power, and other commitments at September 30, 20 19. Amerens and Ameren Illinois purchased power commitments include the Ameren Illinois agreements entered into as part ofthe IPA administered power procurement process. Included in the Other column are minimum purchase commitments under contracts for equipment, design and construction, and meter reading services, among other agreements, at September 30, 2019.

28

Natural Nuclear Purchased Methane Coal Gas Fuel Gas Other Total Ameren:

2019 142 51 21 56 (d) 1 20 S

291 2020 226 172 43 146 (d) 3 4()

630 2021 195 105 59 50 3

26 43$

2022 137 49 12 12 3

22 235 2023 46 25 42 2

3 22 140 Thereafter 4$

29

26

$5 1$$

Total 746 450 206 S

266 39 215 1,922 Ameren Missouri:

2019 142 10 21 S

I 16 S

190 2020 226 39 43 3

29 340 2021 195 23 59

3 22 302 2022 137 11 12

3 22 1$5 2023 46 10 42

3 22 123 Thereafter

17 29 26 4$

120 Total S

746 S

110 206 39 159 1,260 Ameren Illinois:

2019

41

56 (d) 2 99 2020

133

146 (d) 1 280 2021

$2

50

132 2022

3$

12

50 2023

15

2

17 Thereafter

31

31 Total

340

266

3 609 (a)

Includes amounts for generation and for distribution.

(b)

The purchased power amounts for Ameren and Ameren Illinois exclude agreements for renewable energy credits through 2035 with various renewable energy suppliers due to the contingent nature ofthe payment amounts, with the exception ofexpected payments of$1 I million through 2023.

(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 ofthe payment amounts.

(d)

In January 201$, as required by the FEJA, Ameren Illinois entered into 10-year agreements to acquire zero emission credits. Annual zero emission credit commitment amounts will be published by the IPA each May prior to the start ofthe subsequent planning year. The amounts above reflect Ameren Illinois commitment to acqtiire approximately $44 million of zero emission credits through May 2020.

Environmental Matters We are subject to various environmental laws, including statutes and regulations, enforced by federal, state, and local authorities. The development and operation of electric generation, transmission, and distribution facilities and natural gas storage, transmission, and distribution facilities can trigger compliance obligations with respect to environmental laws. These laws address emissions, discharges to water, water intake, impacts to air, land, and water, and chemical and waste handling. Complex and lengthy processes are required to obtain and renew approvals, permits, and licenses for new, existing or modified facilities.

Additionally, the use and handling ofvarious chemicals or hazardous materials require release prevention plans and emergency response procedures.

The EPA has promulgated environmental regulations that have a significant impact on the electric utility industry. Over time, compliance with these regulations could be costly fbr Ameren Missouri, which operates coal-fired power plants. As ofDecember 3 1, 201 8, Ameren Missouris fossil fuel-fired energy centers represented 16% and 32% ofAmerens and Ameren Missouris rate base, respectively. Regulations that apply to air emissions from the electric utility industry include the NSPS, the CSAPR, the MATS, and the National Ambient Air Quality Standards, which are subject to periodic review for certain pollutants.

Collectively, these regulations cover a variety of pollutants, such as SO2, particulate matter, NON, mercury, toxic metals, and acid gases, and CO2 emissions from new power plants. Water intake and discharges from power plants are regulated under the Clean Water Act. Such regulation could require modifications to water rntake structures or more stringent limitations on wastewater discharges at Arneren Missouris energy centers, either ofwhich could result in significant capital expenditures. The management and disposal of coal ash is regulated under the CCR rule, which will require the closure of surface impoundments and the installations of dry ash handling systems at several ofAmeren Missouris energy centers. The individual or combined effects ofexisting environmental regulations could result in significant capital expenditures, increased operating costs, or the closure or alteration ofoperations at some ofAmeren Missouris energy centers.

Ameren and Ameren Missouri expect that such compliance costs would be recoverable through rates, subject to MoPSC prudence review, but the timing of costs and their recovery could be subject to regulatory lag.

29

Ameren and Ameren Missouri estimate that they will need to make capital expenditures of$300 million to $400 million from 2019 through 2023 in order to comply with existing environmental regulations. Additional environmental controls beyond 2023 could be required. This estimate of capital expenditures includes expenditures required by the CCR regulations, by the Clean Water Act rule applicable to cooling water intake structures at existing power plants, and by effluent limitation guidelines applicable to steam electric generating units, all ofwhich are discussed below. This estimate does not include capital expenditures that may be required as a result ofthe NSR and Clean Air litigation discussed below. Ameren Missouris current plan for compliance with existing air emission regulations includes burning ultra-low-sulfur coal and installing new or optimizing existing pollution control equipment. The actual amount of capital expenditures required to comply with existing environmental regulations may vary substantially from the above estimate because of uncertainty as to whether the EPA will substantially revise regulatory obligations, exactly which compliance strategies will be used and their ultimate cost, among other things.

The following sections describe the more significant environmental laws and rules and environmental enforcement and remediation matters that affect or could affect our operations. The EPA has initiated an administrative review of several regulations and proposed amendments to regulations and guidelines, including to the effluent limitation guidelines and the CCR Rule, which could ultimately result in the revision ofall or part ofsuch rules.

Clean Air Act Federal and state laws, mcluding CSAPR, regulate emissions ofSO2 and NO through the reduction ofemissions at their source and the use and retirement of emission allowances. The first phase ofthe CSAPR emission reduction requirements became effective in 2015. The second phase ofemission reduction requirements, which were revised by the EPA in 2016, became effective in 2017; additional emission reduction requirements may apply in subsequent years. To achieve compliance with the CSAPR, Ameren Missouri burns ultra-low-suiftir coal, operates two scrubbers at its Sioux energy center, and optimizes other existing pollution control equipment. Ameren Missouri expects to incur additional costs to lower its emissions at one or more of its energy centers to comply with the CSAPR in future years. These higher costs are expected to be recovered from customers through the FAC or higher base rates.

Co2 Emissions Standards In 2015, the EPA issued the Clean Power Plan, which would have established CO2 emissions standards applicable to existing power plants. The United States Supreme Court stayed the rule in February 2016. In July 2019, the EPA finalized regulations that repealed the Clean Power Plan and replaced it with the Affordable Clean Energy Rule, which establishes emission guidelines for states to follow in developing plans to limit CO2 emissions from coal-fired electric generating units. The EPA has identified certain efficiency measures as the best system of emission reduction for coal-fired electric generating units. The Affordable Clean Energy Rule went into effect on September 6, 2019. The rule requires the state ofMissouri to develop a compliance plan and submit it to the EPA for approval by September 2022. The plan is expected to include a standard ofperformance for each affected generating unit. We are evaluating the impact of the adoption and implementation of the Affordable Clean Energy Rule and, along with other stakeholders, will be working with the state of Missouri to develop the compliance plan submitted to the EPA. At this time, we cannot predict the outcome ofMissouris compliance pian development process. As such, the impact on the results of operations, financial position, and liquidity ofAmeren and Ameren Missouri is uncertain. We also cannot predict the outcome of any potential legal challenges to the rule.

NSR and Clean Air Litigation In January 201 1, the Department ofJustice, on behalfofthe EPA, filed a complaint against Ameren Missouri in the United States District Court for the Eastern District ofMissouri alleging that in performing projects at its Rush Island coal-fired energy center in 2007 and 2010, Ameren Missouri violated provisions ofthe Clean Air Act and Missouri law. In January 2017, the district court issued a liability ruling and in September 2019 entered a finaljudgment that ordered Ameren Missouri to install a flue gas desulfurization system at the Rush Island energy center and a dry sorbent injection system at the Labadie energy center.

There were no fines in the order. In October 2019, Ameren Missouri appealed the district courts ruling to the United States Court ofAppeals for the Eighth Circuit. Additionally, in october 201 9, following a request by Ameren Missouri, the district court stayed the majority of its order while the case is appealed.

Ameren Missouri believes that the district court both misinterpreted and misapplied the law in its ruling. We are unable to predict the ultimate resolution of this matter. Based on the initial procedural schedule, the Court ofAppeals for the Eighth Circuit is expected to hear oral arguments in 2020; however, it is under no deadline to issue a ruling in this case.

The ultimate resolution of this matter could have a material adverse effect on the results of operations, financial position, and liquidity of Ameren and Ameren Missouri. Among other things and subject to economic and regulatory considerations, resolution ofthis matter could result in increased capital expenditures for the installation ofpollution control equipment, as well as increased operations and maintenance expenses. Capital expenditures to comply with the district courts order for installation of a flue gas desulftirization system at the Rush Island energy center are estimated at approximately $ 1 billion. Further, the flue gas desulthrization system would result in additional operation and maintenance expenses of$30 million to $50 million annually for the life ofthe energy center.

Estimates for the additional capital expenditures and operation and maintenance expenses for the Labadie energy center to comply with the district courts order are under development. As a 30

result ofthe district courts stay, Arneren Missouri does not expect to make significant capital expenditures or incur operations and maintenance expenses related to the district courts order while the case is under appeal.

Clean Water Act In July 2018, the United States Court ofAppeals for the Second Circuit upheld the EPAs Section 316(b) Rule applicable to cooling water intake structures at existing power plants. The rule requires a case-by-case evaluation and plan for reducing the number ofaquatic organisms impinged on a power plants cooling water intake screens or entrained through the plants cooling water system. All ofAmeren Missouris coal-fired and nuclear energy centers are subject to the cooling water intake structures rule. Requirements ofthe rule are being implemented by Ameren Missouri during the permit renewal process ofeach energy centers water discharge permit, which is expected to be completed by 2023.

In 2015, the EPA issued a rule to revise the effluent limitation guidelines applicable to steam electric generating units. These guidelines established national standards for water discharges that are based on the effectiveness ofavailable control technology. The EPAs 2015 rule prohibits effluent discharges of certain waste streams and imposes more stringent limitations on certain water discharges from power plants. In September 2017, the EPA published a rule that postponed the compliance dates by two years for the limitations applicable to two specific waste streams so that it could potentially revise those standards. To meet the requirements ofthe guidelines, Ameren Missouri is constructing wastewater treatment facilities and dry ash handling systems at three of its energy centers and is scheduled to complete the projects in 2020. Estimated capital expenditures to complete these projects are included in the CCR management compliance plan, discussed below.

CCR Management In 2015, the EPA issued the CCR rule, which established requirements for the management and disposal ofCCR from coal-fired power plants. These regulations affect CCR disposal and handling costs at Ameren Missouri s energy centers. Ameren Missouri is in the process of closing its surface impoundments, with the last ofsuch closures scheduled for 2023. In July 2018. the EPA issued revisions to the CCR rule, proposed additional revisions, and indicated that additional revisions to the CCR rule are likely. Ameren and Ameren Missouri have AROs of $ 1 60 million recorded on their respective balance sheets as of September 30, 2019, associated with CCR storage facilities. Ameren Missouri estimates it will need to make capital expenditures of$150 million to $200 million from 2019 through 2023 to implement its CCR management compliance plan, which includes installation of dry ash handling systems, wastewater treatment facilities, and groundwater monitoring equipment.

Remediation The Ameren Companies are involved in a number ofremediation actions to clean up sites impacted by the use or disposal ofmaterials containing hazardous substances. federal and state laws can require responsible parties to fund remediation regardless oftheir degree of fault, the legality of original disposal, or the ownership of a disposal site. Ameren Missouri and Ameren Illinois have each been identified as a potentially responsible party at several contaminated sites.

As ofSeptember 30, 2019, Ameren Illinois has remediated the majority ofthe 44 former MGP sites in Illinois it owned or for which it was otherwise responsible. Ameren Illinois estimates it could substantially conclude remediation efforts at the remaining sites by 2023. The ICC allows Ameren Illinois to recover such remediation and related litigation costs from its electric and natural gas utility customers through environmental cost riders. Costs are subject to annual prudence review by the ICC. As ofSeptember 30, 2019, Ameren Illinois estimated the remaining obligation related to these former MGP sites at $139 million to $209 million. Ameren and Ameren Illinois recorded a liability of$139 million to represent the estimated minimum obligation for these sites, as no other amount within the range was a better estimate.

The scope of the remediation activities at these former MGP sites may increase as remediation efforts continue. Considerable uncertainty remains in these estimates because many site-specific factors can influence the ultimate actual costs, including unanticipated underground structures, the degree to which groundwater is encountered, regulatory changes, local ordinances, and site accessibility. The actual costs and timing of completion may vary substantially from these estimates.

Our operations or those of our predecessor companies involve the use of disposal of and, in appropriate circumstances, the cleanup of substances regulated under environmental laws. We are unable to determine whether such practices will result in future environmental commitments or will affect our results of operations, financial position, or liquidity.

NOTE 10 - CALLAWAY ENERGY CENTER See Note 9 Callaway Energy Center under Part II, Item 8, ofthe form 10-K for information regarding spent nuclear fuel recovery, recovery of decommissioning costs. and the nuclear decommissioning trust fund. The fair value ofthe trust fund for Ameren Missouris Callaway energy center is reported as Nuclear decommissioning trust fund in Amerens and Ameren Missouris balance sheets. This amount is legally restricted and may be used only to fund the costs ofnuclear decommissioning. Changes in the fair value ofthe trust fund are 31

recorded as an increase or decrease to the nuclear decommissioning trust fund, with an offsetting adjustment to the related regulatory liability.

Insurance The following table presents insurance coverage at Ameren Missouris Callaway energy center as ofSeptember 30, 2019. The property coverage and the nuclear liability coverage renewal dates are April 1 and January 1, respectively, ofeach year. Both coverages were renewed in 2019.

Maximum Assessments Type and Source of Coverage Maximum Coverages for Single Incidents Public liability and nuclear worker liability:

American Nuclear Insurers 450 S

Pool participation 13,426 (a) 138

)b) 13,936

)c) 138 Property damage:

NEIL and EMANT 3,200

)d) 28 Replacement power:

NEIL S

490 S

7 (a)

Provided through mandatory participation in an industiywide retrospective premium assessment program. The maximum coverage available is dependent on the number ofUnited 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 of5450 million in the event ofan incident at any licensed United States commercial reactor, payable at $21 million per year.

(c)

Limit ofliability for each incident under the Price-Anderson liability provisions ofthe 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 oflicensed 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 ofa prolonged accidental outage. Weekly indemnity up to $4.5 million for 52 weeks, which commences after the first twelve weeks ofan outage, plus up to $3.6 million per week for a minimum of7l weeks thereafter for a total not exceeding the policy limit of$490 million. Nonradiation events are limited to $328 million.

The Price-Anderson Act is a federal law that limits the liability for claims from an incident involving any licensed United States commercial nuclear energy center. The limit is based on the number of licensed reactors. The limit ofliability and the maximum potential annual payments are adjusted at least every five years for inflation to reflect changes in the Consumer Price Index. The most recent five-year inflationary adjustment became effective in November 20 1 8. Owners ofnuclear reactors cover this exposure through a combination ofprivate insurance and mandatory participation in a financial protection pooi, as established by the Price-Anderson Act.

Losses resulting from terrorist attacks on nuclear facilities insured by NEIL are subject to industrywide aggregates, such that terrorist acts against one or more commercial nuclear power plants within a stated time period would be treated as a single event, and the owners ofthe nuclear power plants would share the limit of liability. NEIL policies have an aggregate limit of$3.2 billion within a 12-month period for radiation events, or $1.8 billion for events not involving radiation contamination. The EMANI policies are not subject to industrywide aggregates in the event ofterrorist attacks on nuclear facilities.

Iflosses from a nuclear incident at the Callaway energy center exceed the limits of, or are not covered by insurance, or if coverage is unavailable, Ameren Missouri is at risk for any uninsured losses. Ifa serious nuclear incident were to occur, it could have a material adverse effect on Amerens and Ameren Missouris results of operations, financial position, or liquidity.

32

NOTE 11 - RETIREMENT BENEFITS The following table presents the components ofthe net periodic benefit cost (income) incurred for Amerens pension and postretirement benefit plans for the three and nine months ended September 30, 2019 and 201$:

Pension Benefits Postretirement Benefits Three Months Nine Months Three Months Nine Months 2019 2018 2019 2018 2019 2018 2019 2018 Service cost 22 S

25 s

66 s

75 s

4 s

6 13 16 Non-service cost components:

Interest cost 46 42 139 126 11 IC) 32 30 Expected return on plan assets (69)

(68)

(207)

(206)

(19)

(20)

(57)

(58)

Amortization of:

Prior service benefit

(1)

(1)

(4)

(3)

Actuarialloss(gain) 6 17 19 51 (4)

(2)

(11)

(5)

Total non-service cost components (17)

(9)

(49)

S (29)

(13)

(13)

(40)

S (36)

Net periodic benefit cost (income) 5 16 17 46 (9)

(7)

(27)

(20)

(a)

Service cost, net ofcapitalization, is reflected in Operating Expenses Other operations and maintenance on Amerens statement of income.

(b)

Non-service cost components are reflected in Other Income, Net on Amerens statement ofincome. See Note 5 - Other Income, Net for additional information.

Ameren Missouri and Ameren Illinois are responsible for their respective shares of Ameren s pension and postretirement costs. The following table presents the respective share ofnet periodic pension and other postretirement benefit costs (income) incurred for the three and nine months ended September 30, 2019 and 201$:

Pension Benefits Postretirement Benefits Three Months Nine Months Three Months Nine Months 2019 2018 2019 2018 2019 2018 2019 2018 AmerenMissouri 6

3 17 (1)

(1)

(4)

(1)

Ameren Illinois 5

1 1 15 30 (8)

(6)

(23)

(19)

Other (1)

(1)

(1)

(1)

Ameren 5

S 16 17 46 (9)

(7)

(27)

(20)

(a)

Does not include the impact ofthe regulatory tracking mechanism for the difference between the level ofpension and postretirement benefit costs incurred by Ameren Missouri under GAAP and the level of such costs included in rates.

NOTE 12 - INCOME TAXES The following table presents a reconciliation of the federal statutory corporate income tax rate to the effective income tax rate for the three and nine months ended September 30, 2019 and 201$:

Ameren Ameren Missouri Ameren Illinois 2019 2018 2019 2018 2019 2018 Three Months Federal statutory corporate income tax rate:

21%

21%

21%

21%

21%

2 10/0 Increases (decreases) from:

Ansortization ofexcess deferred taxes (7)

(6)

(11)

(7)

(a)

(3)

(3)

L)epreciation differences (1)

Amortization ofdefened investment tax credit (1)

(1)

(1)

Statetax 6

6 5

4 6

5 Stock-based compensation TCJA

3 (5) 4 (b)

Effective income tax rate 20%

23%

14%

18%

24%

26%

33

Ameren Ameren Missouri Ameren Illinois 2019 201$

2019 2018 2019 201$

Nine Months Federal statutory corporate income tax rate:

21%

21%

21%

21%

21%

21%

Increases (decreases) from:

Amortization ofexcess deferred taxes (7)

(3)

()

(12)

(4)

(a)

(4)

(4)

Amortization of deferred investment tax credit (1)

(1)

(1)

Statetax 6

6 5

4 7

7 Stock-based compensation (1)

TCJA

1 (5)

1 (b(

Other

(1)

Effectiveincometaxrate 18%

23%

13%

21%

24%

25%

(a)

Based on an order by the MoPSC in July 2018, Ameren Missouri began amortizing excess deferred taxes in August 2018.

(b)

The Ameren Companies updated their respective provisional estimates recorded related to TCJA, as discussed below.

Federal Tco Reform As ofDecember 31, 2017, the Ameren Companies made provisional estimates for the measurement and accounting ofcertam effects ofthe TCJA in accordance with SEC guidance, which provides for a one-year period in which to complete the required analysis and update provisional estimates. During the three and nine months ended September 30, 20 1 8, Ameren, Ameren Missouri, and Ameren Illinois updated their respective provisional estimates and recorded $13 million, $4 million, and $4 million, respectively, ofincome tax expense, primarily due to the application ofproposed IRS regulations on depreciation transition rules. As of December 3 1, 201 8, Ameren, Arneren Missouri, and Ameren Illinois completed their accounting for certain effects of the TCJA.

NOTE 13 - SUPPLEMENTAL INFORMATION Cash, Cash Equivalents, and Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheets and the statements of cash flows as ofSeptember 30, 2019, and December 31, 2018:

September 30, 2019 December 31, 2018 Ameren Ameren Ameren Ameren Ameren Missouri Illinois Ameren Missouri Illinois Cash and cash equivalents 20

16

Restricted cash included in Other current assets 14 4

6 13 4

6 Restricted cash included in Other assets 1 1 1

1 1 1 74

74 Restricted cash included in Nuclear decommissioning trust fund 10 10

4 4

Total cash, cash equivalents, and restricted cash 155 S

14 117 107 8

80 Restricted cash included in Other current assets primarily represents funds held by an irrevocable Voluntary Employee Beneficiary Association (VEBA) trust, which provides health care benefits for active employees. Restricted cash included in Other assets on Amerens and Ameren Illinois balance sheets primarily represents amounts collected under a cost recovery rider restricted for use in the procurement ofrenewable energy credits and amounts in a trust fund restricted for the use of funding certain asbestos-related claims.

Accounts Receivable Accounts receivable trade on Amerens and Ameren Illinois balance sheets include certain receivables purchased at a discount from alternative retail electric suppliers that elect to participate in the utility consolidated billing program. At September 30, 2019, and December 3 1, 2018, Other current liabilities on Amerens and Ameren Illinois balance sheets included payables for purchased receivables of $37 million and $33 million, respectively.

for the three and nine months ended September 30, 2019 and 2018, the Ameren Companies recorded immaterial bad debt expense.

Leases In the first quarter of 2019, we adopted authoritative accounting guidance related to leases, which affected our financial position. but did not materially affect our results ofoperations or liquidity. The most significant impact for us was the recognition ofright-of-use assets and lease liabilities for operating leases, while the accounting for our finance leases remained substantially unchanged. Ameren and Ameren Missouri recognized right-of-use assets and offsetting lease liabilities of$38 million and $36 million at January 1, 2019, respectively, primarily 34

related to rail car leases. The effect ofthe adoption was immaterial at Ameren Illinois. No adjustment to comparative periods was made. We elected the available practical expedients upon adoption.

Ameren Missouri primarily leases rail cars under operating lease arrangements for the transportation of coal inventory to its energy centers. Although Ameren Missouri has options to renew a portion of these arrangements for up to five years on similar terms, the exercise of these options was not assumed in the recognition ofright-of-use assets and lease obligations. for rail car leases, we account for the lease and non-lease components as a single lease component.

The operating lease expense and the cash paid for amounts included in the measurement ofoperating lease liabilities at Ameren and Ameren Missouri were immaterial for the three and nine months ended September 30, 2019 and 201$.

The following table provides supplemental balance sheet information related to operating leases as of September 30, 2019:

Ameren Ameren Missouri Otherassets 38 36 Other current liabilities 8

7 Other deferred credits and liabilities 30 29 Weighted average remaining operating lease term 6 years 6 years Weighted average discount rate(a) 3.5%

3.4%

(a)

As an implicit rate is not readily determinable under most of our lease agreements, we use our incremental borrowing rate based on the information available at commencement date in determining the present value oflease payments. We use an implicit rate when readily determinable.

The following table presents Amerens and Ameren Missouris remaining maturities ofoperatmg lease liabilities as ofSeptember 30, 2019:

Ameren Ameren Missouri 2019 2

2 2020 8

8 2021 8

7 2022 7

6 2023 6

6 Thereafter 11 10 Total lease payments 42 39 Less imputed interest 4

3 Total(a) 38 36 (a)

The amount ofremaining maturities ofoperating lease liabilities under previous authoritative accounting guidance as ofDecember 31, 2018, is materially consistent with the amount as of September 30, 2019. Maturities of certain financing arrangements, including the Peno Creek and Audrain energy centers long-term agreements, are no longer required to be disclosed as lease-related maturities. See Note 5 Long-Term Debt and Equity Financings under Part II, Item 8, in the Form 10-K for further information on financing arrangements.

Supplemental Cash Flow Information The following table provides noncash financing and investing activity excluded from the statements of cash flows for the nine months ended September 30, 2019and201$:

September 30, 20t9 September 30, 2018 Ameren Ameren Ameren Ameren Ameren Missouri Illinois Ameren Missouri Illinois Investing Exchange ofbond investments for the extinguishment ofsenior unsectired notes 17 17 S

Accrued capital expenditures 273 138 12$

240 94 133 Net realized and unrealized gain nuclear decommissioning trust fund 100 100

33 33 Financing Exchange ofbond investments for the extinguishment ofsenior unsecured notes (17)

(17)

Issuance ofcommon stock for stock-based compensation 54 35 (a)

See Note 4 Long-term Debt and Equity Financings for additional information.

35

Asset Retirement Obligations The following table provides a reconciliation ofthe beginning and ending carrying amount ofAROs for the nine months ended September 30, 2019:

Ameren Ameren Missouri Illinois Ameren Balance at December 3 1, 2018 646 (a) 4 (b) 650 (a)

Liabilities settled (10)

(10)

Accretion 2 1 (c) 21 Change in estimates 33

)d) 33 (d)

Balance at September 30, 2019 690 (a) 4 (b) 694 (a)

(a)

I3alance included $23 million in Other current liabilities on the balance sheet as ofboth December 31, 2018, and September 30, 2t)19.

(b)

Included in Other deferred credits and liabilities on the balance sheet.

(c)

Accretion expense attributable to Ameren Missouri was recorded as a decrease to regulatory liabilities.

(d)

Ameren Missouri changed its fair value estimate primarily due to an increase in the cost estimate for closure of certain CCR storage facilities.

Stock-based Compensation The following table summarizes Amerens nonvested performance share unit and restricted stock unit activity for the nine months ended September 30, 2019:

Performance Share Units Restricted Stock Units Weighted-average fair tVeighted-average Fair Share Units Value per Share Unit Stock Units Value per Stock Unit NonvestedatJanuaiy1,2019 682,811 56.58 155,253 57.38 Granted 297,728 67.42 128,883 65.49 Forfeitures (33,195) 64.34 (11,028) 62.74 Vested and undistributed (180,823) 62.24 (40,616) 61.91 Vested and distributed (176,923)

44. 13 (2,403) 54.30 Nonvested at September 30, 2O19 589,598 63.62 230,089 5

60.90 (a)

Does not include 619,783 performance share units and 26,557 restricted stock units that were vested and tindistributed.

(b)

Significant inputs to the Monte Carlo simulation model used to calculate the fair value ofperformance share units granted include Amerens closing common share price of$65.23 at December 31, 2018, Amerens common stock volatility ofl7a/, a volatility range for the peer group oflS% to 25%, and a three-year risk-free rate of 2.46a/0.

(c)

Vested and undistributed units are awards that vest on a pro-rata basis due to attainment ofretirement 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.

(d)

Does not include 448,83 1 performance share units arid 67, 173 restricted stock units that were vested and undistributed.

For the nine months ended September 30, 2019 and 2018, excess tax benefits associated with the settlement ofstock-based compensation awards reduced income tax expense by $14 million and $6 million, respectively.

Deferred Compensation As ofSeptember 30, 2019, and December 31, 2018, Other deferred credits and liabilities on Amerens balance sheet included deferred compensation obligations of $78 million and $80 million, respectively, recorded at the present value of future benefits to be paid.

Operating Revenues As of September 30, 20 19 and 20 1 8, our remaining performance obligations for contracts with a term greater than one year were immaterial. The Ameren Companies elected not to disclose the aggregate amount ofthe transaction price allocated to the performance obligations that are unsatisfied as ofthe end of the reporting period for contracts with an initial expected term ofone year or less.

See Note 1 4 Segment Information for disaggregated revenue information.

36

Excise Taxes Ameren Missouri and Ameren Illinois collect from their customers excise taxes, including municipal and state excise taxes and gross receipts taxes, that are levied on the sale or distribution ofnatural gas and electricity. The following table presents the excise taxes recorded on a gross basis in Operating Revenues

Electric, Operating Revenues Natural gas and Operating Expenses Taxes other than income taxes on the statements of income for the three and nine months ended September 30, 2019 and 2018:

Three Months Nine Months 2019 2018 2019 2018 Arneren Missouri 49 52 118 133 Arneren Illinois 27 26 91 89 Ameren 76 78 209 s 222 Earnings per Share Earnings per basic and diluted share are computed by dividing Net Income Attributable to Ameren Common Shareholders by the weighted-average number of basic and diluted common shares outstanding, respectively, during the applicable period. The weighted-average shares outstanding for earnings per diluted share includes the incremental effects of stock-based performance share units, restricted stock units, and the forward sale agreement when the impact would be dilutive, as calculated using the treasury stock method.

The following table presents Amerens basic and diluted earnings per share calculations and reconciles the weighted-average number of common shares outstanding to the diluted weighted-average number ofcommon shares outstanding for the three and nine months ended September 30, 2019 and 2018:

Three Months Nine Months 2019 2018 2019 2018 Weighted-average Conimon Shares Outstanding Basic 245.9 244 1 245.5 243 6 Assumed settlement ofperformance share units and restricted stock units 1.4 2.2 1.4 1.9 Dilutive effect of forward sale agreement 0.2

0. 1 Weighted-average Common Shares Outstanding Diluted 247.5 246 3 247.0 245 5 (a)

There were no potentially dilutive securities excluded from the earnings per diluted share calculations for the three and nine months ended September 30, 2019 and 2018.

NOTE 14 - SEGMENT INFORMATION Arneren has four segments: Ameren Missouri, Ameren Illinois Electric Distribution, Ameren Illinois Natural Gas, and Ameren Transmission. The Ameren Missouri segment includes all ofthe operations ofAmeren Missouri. Ameren Illinois Electric Distribution consists ofthe electric distribution business of Ameren Illinois. Ameren Illinois Natural Gas consists ofthe natural gas business ofAmeren Illinois. Ameren Transmission primarily consists ofthe aggregated electric transmission businesses ofAmeren Illinois and ATXI. The category called Other primarily includes Ameren (parent) activities and Ameren Services.

Ameren Missouri has one segment. Ameren Illinois has three segments: Ameren Illinois Electric Distribution, Ameren Illinois Natural Gas, and Ameren Illinois Transmission. See Note 1 Summary of Significant Accounting Policies for additional information regarding the operations ofAmeren Missouri, Ameren Illinois, and ATXI.

Segment operating revenues and a majority of operating expenses are directly recognized and incurred by Ameren Illinois at each Ameren Illinois segment.

Common operating expenses, miscellaneous income and expenses, interest charges, and income tax expense are allocated by Ameren Illinois to each Ameren Illinois segment based on factors that primarily relate to the nature ofthe cost. Additionally, Ameren Illinois Transmission earns revenue from transmission services provided to Ameren Illinois Electric Distribution, other retail electric suppliers, and wholesale customers. The transmission expense for Illinois customers who have elected to purchase their power from Ameren Illinois is recovered through a cost recovery mechanism with no net effect on Ameren Illinois Electric Distribution earnings, as costs are offset by corresponding revenues. Transmission revenues from these transactions are reflected in Ameren Transmissions and Ameren Illinois Transmissions operating revenues. An intersegment elimination at Ameren and Ameren Illinois occurs to eliminate these transmission revenues and expenses.

The following tables present revenues, net income attributable to common shareholders, and capital expenditures by segment at Ameren and Ameren Illinois for the three and nine months ended September 30, 20 1 9 and 201 8. Ameren, Ameren Missouri, and Ameren Illinois management review segment capital expenditure information rather than any individual or total asset amount.

37

Ameren Ameren Illinois Ameren Ameren Electric Illinois Ameren Intersegment Missouri Distribution Natural Gas Transmission Other Eliminations Ameren Three Months 2019:

External revenues 1,050 s

374 107 S

109

1,640 Intersegment revenues 9

15 5

19

(29) 19 (b)

Net income (loss) attributable to Ameren common shareholders 300 32 (1) 53

()

(20)

364 Capital expenditures 256 139 113 129 (7) 6 636 Three Months 2018:

Extemairevenues 1,118 s

392 s

116 S

98

1,724 Intersegmentrevenues 15 (26)

Net income (loss) attributable to Ameren

common shareholders 294 35

48

)

(20)

357 Capitalexpenditures 210 135 111 124 1

(4) 577 Nine Months 2019:

External revenues 2,591 s

1,118 563 303

S

4,575 Intersegment revenues 24 17 5

48

(75) 19 (b)

Net income (loss) attributable to Ameren common shareholders 446 105 57 139 (13)

734 Capital expenditures 751 390 241 377 3

(1) 1,761 Nine Months 2018:

Extemairevenues 2,848 s

1,177 s

569 s

278 s

s

s 4,872 Intersegment revenues 28 2

42 (72)

Net income (loss) attributable to Ameren common shareholders 500 101 49 121 (a)

(24)

747 Capital expenditures 664 389 237 399 6

(6) 1,689 (a)

Ameren Transmission eamings include an allocation of financing costs from Ameren (parent).

(b)

Intersegment revenues at Ameren include $14 million and $5 million ofrevenue from Ameren Illinois Electric Distribution and Ameren Illinois Natural Gas, respectively, for the three and nine months ended September 30, 2019, for a software licensing agreement with Ameren Missouri. Under authoritative accounting guidance for rate-regulated entities, the revenue recognized by Ameren Illinois was not eliminated upon consolidation. See Note 8

- Related-party Transactions under Part I, Item 1, ofthis report for additional information.

3$

Ameren Illinois Ameren Illinois Ameren Electric Illinois Natural Ameren Illinois Intersegment Distribution Gas Transmission Eliminations Ameren Illinois Three Months 2019:

External revenues 389 s

112 63

S 564 Intersegment revenues is (18)

Net income (loss) available to common shareholder 32 (1) 34

65 Capital expenditures 139 113 92

344 Three Months 2018:

Extemalrevenues 392 s

116 56

564 Intersegment revenues is (15)

Net income available to common shareholder 35

28

63 Capital expenditures 1 35 1 1 1 99

345 Nine Months 2019:

c -

External revenues 1,135 s

568 170

1,873 Intersegment revenues 47 (47)

Net income available to common shareholder 105 57 85

247 Capital expenditures 390 241 269

900 Nine Months 2018:

External revenues 1,179 s

569 s

154 s

s 1,902 Intersegment revenues 41 (41)

Net income available to common shareholder 101 49 70

220 Capital expenditures 389 237 321

947 The following tables present disaggregated revenues by segment at Ameren and Ameren Illinois for the three and nine months ended September 30, 2019 and 2018. Economic factors affect the nature, timing, amount, and uncertainty ofrevenues and cash flows in a similar manner across customer classes. Revenues from alternative revenue programs have a similar distribution among customer classes as revenues from contracts with customers. Other revenues not associated with contracts with customers are presented in the Other customer classification, along with electric transmission and off-system revenues.

Ameren Ameren Illinois Ameren Electric Ameren Illinois Ameren Intersegment Missouri Distribution Natural Gas Transmission Eliminations Ameren Three Months 2019:

Residential 489 224 s

713 Commercial 394 123

517 Industnal 94 27

121 Other 63 is t) 128 (29) 177 Total electric revenues 1,040 s

389

S 128 S

(29)

S 1,528 Residential S

8

s s

73 Commercial 4

17

21 Industrial 1

2

3 Other 6

28

34 Total gas revenues 19

112

131 Total revenues S

1,059 389 S

112 128 S

(29)

S 1,659 39

Ameren Illinois Ameren Electric Ameren Illinois Ameren Intersegment Missouri Distribution Natural Gas Transmission Eliminations Ameren Three Months 201$:

Residential S

50$

223 s

s

S

S 731 Commercial 417 13 1

54$

Industrial 1t)1 28

129 Other 85 (b) 113

1$2 (b)

Total electric revenues S

1,1 1 1 392 s

s i 13 (26) 1,590 Residential S

8

=

6$

S

76 Commercial 3

20

23 Industnal 1

__d i

zi r:-

2 Other 6

27

33 Total gas revenues 1 $

S 1 16

134 Total revenues S

1,129 392 116 113 (26) 1,724 Nine Months 2019:

Residential 1,134 640 s

S 1,774 Commercial 943 370

1,313 Industrial 226 94

320 Other 214 31

)

351 (75) 521 Total electric revenues 2,517 s

1,135

351 (75) 3,928 Residential S

56 S

399

455 Commercial 24

ios

129 Industrial 3

9

12 Other 15

55

()

70 Total gas revenues 98

568

666 Total revenues 2,615 s

1,135 568 351 (75) 4,594 Nine Months 2018:

Residential 1,272 S

663 s

s

s

s 1,935 Commercial 1,033 381

1,414 Industrial 249 96

345 Other 22$

tb) 39

f

:.L:1 320 (72) 515 (b)

Total electric revenues 2,7$2 s

1,179

S 320 (72)

S 4,209 Residential S

62

408 s

s

s 470 Commercial 25

113

13$

Industnal 3

12

15 Other 4

36

40 i.:

Total gas revenues 94 S

S 569

663 Total revenues 2,876 1,179 569 320 (72) 4,$72 (a)

Includes $14 million and $5 million for Ameren Illinois Electric Distribution and Ameren Illinois Natural Gas, respectively, for the three and nine months ended September 30, 2019, for a software licensing agreement with Ameren Missouri. See Note $

Related-party Transactions for additional information.

(b)

Includes $13 million and $60 million for the three and nine months ended September 30, 2018, respectively, for the reduction to revenue for the excess amounts collected in rates to be refunded related to the TCJA from January 1, 2018, through July 31, 201$. See Note 2 Rate and Regulatory Matters under Part II, Item 8, ofthe form 10-K for additional information.

(c)

The following table presents increases/(decreases) in revenues from alternative revenue programs and other revenues not from contracts with customers for the three and nine months ended September 30, 2019 and 2018:

Ameren Illinois Ameren Ameren Electric Illinois Ameren Missouri Distribution Natural Gas Transmission Ameren Three Months 2019:

Revenues from alternative revenue programs 26 (145) 1 (12)

(130)

Other revenues not from contracts with customers i

t

7 Three Months 201$:

Revenues from alternative revenue programs i

(9$)

(2)

( 12)

(1 1 1)

Other revenues not from contracts with customers 3

1 1

40

Ameren Illinois Ameren Ameren Electric Illinois Ameren Missouri Distribution Natural Gas Transmission Ameren Nine Months 2019:

Revenues from alternative revenue programs 4J (111) 2 (25)

(93)

Other revenues not from contracts with customers 14 5

2

21 Nine Months 2018:

Revenues from alternative revenue programs (8)

(52)

(10)

(21)

(91)

Other revenues not from contracts with customers 22 14 2

38 Ameren Illinois Ameren Illinois Ameren Electric Illinois Natural Ameren Illinois Intersegment Distribution Gas Transmission Eliminations Ameren Illinois Three Months 2019:

Residential S

224 65 S

289 Commercial 123 17

140 Industrial 27 2

29 Other 15 28 t)

(18) 106 Total revenues 389 112 S

81 (18) 564 Three Months 2018:

Residential S

223 68

291 Commercial 131 20

151 Industrial 28 1

29 Other 10 27 71 (15) 93 Total revenues 392 s

1 16 S

71 (15)

S 564 Nine Months 2019:

Residential S

640 S

399 S

1,039 Commercial 370 105

475 Industrial 94 9

103 Other 31 55

()

217 (47) 256 Total revenues 1,135 568 217 (47)

S 1,873 Nine Months 2018:

Residential 663 S

408 S

1071 Commercial 381 113

494 Industrial Other Total revenues 96 12 108 J?L i_____

S 1,179 S

569 195 S

(41)

S 1,902 (a)

Includes $14 million and $5 million for Ameren Illinois Electric Distribution and Ameren Illinois Natural Gas, respectively, for the three and nine months ended September 30, 2019, for a software licensing agreement with Ameren Missouri. See Note 8 Related-party Transactions 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 Ameren Illinois segments for the three and nine months ended September 30, 2019 and 2018:

Ameren Illinois Electric Ameren Illinois Ameren Illinois Distribution Natural Gas Transmission Ameren Illinois Three Months 2019:

Revenues from alternative revenue programs (145) 1 (12)

S (156)

Other revenues not from contracts with customers i

i

2 Three Months 2018:

Revenues from alternative revenue programs (9$)

(2)

(10)

(110)

Other revenues not from contracts with customers 1

1 2

41

Ameren Illinois Electric Ameren Illinois Ameren Illinois Distribution Natural Gas Transmission Ameren Illinois Nine Months 2019:

Revenues from alternative revenue programs (111) 2 (26)

(135)

Other revenues not from contracts with customers 2

7 Nine Months 2018:

Revenues from alternative revenue programs (52)

(10)

(19)

(81)

Other revenues not from contracts with customers 14 2

16 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with the financial statements contained in this form lO-Q, as well as Managements Discussion and Analysis ofFinancial Condition and Results ofOperations and Risk Factors contained in the Form 10-K. We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. The discussion also provides information about the financial results of our business segments to provide a better understanding of how those segments and their results affect the financial condition and results of operations ofAmeren as a whole. Also see the Glossary ofTerms and Abbreviations at the front ofthis report and in the Form 10-K.

Ameren, headquartered in St. Louis, Missouri, is a public utility holding company whose primary assets are its equity interests in its subsidiaries. Amerens subsidiaries are separate. independent legal entities with separate businesses, assets, and liabilities. Dividends on Amerens common stock and the payment of expenses by Ameren depend on distributions made to it by its subsidiaries. Amerens principal subsidiaries are listed below. Ameren has other subsidiaries that conduct other activities, such as providing shared services.

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 Illinois Company, doing business as 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 developing the MISO-approved Illinois Rivers and Mark Twain electric transmission projects.

Amerens financial statements are prepared on a consolidated basis and therefore include the accounts ofits majority-owned subsidiaries. All intercompany transactions have been eliminated, except as disclosed in Note 8 Related-party Transactions, under Part I, Item 1, ofthis report. Ameren Missouri and Ameren Illinois have no subsidiaries. All tabular dollar amounts are in millions, unless otherwise indicated.

In addition to presenting results of operations and earnings amounts in total, we present certain information in cents per share. These amounts reflect factors that directly affect Amerens earnings. We believe this per share information helps readers to understand the impact ofthese factors on Amerens earnings per share.

OVERVIEW Net income attributable to Ameren common shareholders in the three months ended September 30, 20 19, was $364 million, or $ 1.47 per diluted share, compared with $357 million, or $1.45 per diluted share, in the year-ago period. Net income attributable to Ameren common shareholders in the nine months ended September 30, 2019, was $734 million, or $2.97 per diluted share, compared with $747 million, or $3.04 per diluted share, in the year-ago period. Net income for the three and nine months ended September 30, 20 1 9, compared to the year-ago periods, was unfavorably affected by milder summer temperatures experienced in 20 1 9 and increased property taxes, both primarily at Ameren Missouri. and a lower recognized return on equity at Ameren Illinois Electric Distribution. Earnings in both periods were also unfavorably affected by increased depreciation and amortization expenses at Ameren Illinois Natural Gas and Ameren Missouri. Net income for the three and nine months ended September 30, 2019, compared to the year-ago periods, was favorably affected by the benefit ofMEEIA perthrmance incentives and increased infrastructure investments at Ameren Transmission and Ameren Illinois Electric Distribution, each ofwhich benefits from formulaic ratemaking. Earnings in both periods were also favorably affected by the absence of a noncash charge to earnings for the revaluation of deferred taxes recorded in 2018 related to the TCJA. Net income for the nine months ended September 30, 2019, compared to the year-ago period, was unfavorably affected by increased operation and maintenance expenses related to the Callaway energy center s scheduled refueling and maintenance outage that was completed in May 2019, partially offset by increased earnings at Ameren Illinois Natural Gas as a result ofhigher delivery service rates.

42

Amerens strategic plan includes investing in, and operating its utilities in, a manner consistent with existing regulatory frameworks, enhancing those frameworks, and advocating for responsible energy and economic policies, as well as creating and capitalizing on opportunities for investment for the benefit of its customers and shareholders. Ameren remains focused on disciplined cost management and strategic capital allocation. Ameren believes it has constructive regulatory frameworks for investment at all ofits utility businesses and invested $1.8 billion in those businesses in the nine months ended September 30, 2019.

In August 2019, Ameren entered mto a forward sale agreement with a counterparty relating to 7.5 million shares ofcommon stock. The forward sale agreement can be settled at Amerens discretion on or prior to March 3 1, 202 1

. On a settlement date or dates, ifAmeren elects to physically settle the forward sale agreement, Ameren will issue shares of common stock to the counterparty at the then-applicable forward sale price. The forward sale agreement will be physically settled unless Ameren elects to settle in cash or to net share settle. Ifphysically settled, Ameren expects to receive between $540 million and $550 million upon settlement. See Note 4 Long-Term Debt and Equity Financings under Part I, Item 1, ofthis report for additional information.

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 201 9. The plan is designed to upgrade Ameren Missouris electric infrastructure and includes investments that will upgrade the grid and accommodate more renewable energy. Investments under the plan are expected to total approximately $6.3 billion over the five-year period from 2019 through 2023, with expenditures largely recoverable under PISA and the RESRAM. In March 2019, Ameren issued its Building a Cleaner Energy future report, which sets forth Amerens plan for reducing carbon emissions and addressing climate risk. The plan is largely reflected in the Ameren Missouri 2017 IRP, which includes expanding renewable sources by adding 700 megawatts of wind generation by the end of 2020 and adding 1 00 megawatts of solar generation by 2027. Ameren Missouri expects to file its next IRP in September 2020.

As a part of its Smart Energy Plan, Ameren Missouri expects to build solar generation facilities, including utility scale facilities and nonresidential customer site facilities. In September 2019, Ameren Missouri filed for certificates ofconvenience and necessity with the MoPSC to build three solar facilities in its service territory. Each 10-megawatt solar energy generation facility will connect to battery storage in order to improve system reliability. All three facilities are expected to be completed by the end of2020. Also in 2019, the MoPSC approved Ameren Missouris Charge Ahead program, which provides incentives for the development of over 1,000 electric vehicle charging stations along highways and at various locations in communities throughout Ameren Missouris service territory. The purpose of the program is to promote the development of electric vehicle charging infrastructure that will enable long-distance electric vehicle travel and encourage electrification of the transportation sector.

In May 20 1 9, Ameren Missouri entered into a build-transfer agreement to acquire, after construction, an up-to 300-megawatt wind generation facility. In 2018, Ameren Missouri entered into a build-transfer agreement to acquire, after construction, an up-to 400-megawatt wind generation facility. The two build-transfer agreements, which are subject to customary contract terms and conditions, collectively represent approximately $1.2 billion ofcapital expenditures, are expected to be completed by the end of2020, and would support Ameren Missouris compliance with the Missouri renewable energy standard. Both acquisitions have received all regulatory approvals, and both projects have received all applicable zoning approvals, have entered into RTO interconnection agreements, and have begun construction activities. The MoPSC has approved a RESRAM, which is designed to mitigate the impacts ofregulatory lag for the cost of compliance with Missouris renewable energy standard, including recovery ofinvestments in wind and other renewable energy generation, by providing more timely recovery of costs and a return on investments not already provided for in customer rates or recovered under PISA. See Note 2 Rate and Regulatory Matters under Part I, Item 1, ofthis report for more information regarding Ameren Missouri wind generation facilities.

In July 2019, Ameren Missouri filed a request with the MoPSC seeking approval to decrease its annual revenues for electric service by $1 million. The electric rate decrease request is based on a 9.95% return on common equity, a capital structure composed ofSl.9% common equity, a rate base of$8.0 billion, and a test year ended December 31, 2018, with certain pro-forma adjustments expected through an anticipated true-up date ofDecember 31, 2019. Pro-forma adjustments are also expected for fuel costs, transportation costs, MISO multi-value transmission project expenses, and payroll costs effective as ofJanuary 1, 2020. The MoPSC proceeding relating to the proposed electric service rate changes will take place over a period ofup to 1 1 months, with a decision by the MoPSC expected by late April 2020 and new rates effective by late May 2020. See Note 2 Rate and Regulatory Matters under Part I, Item 1, ofthis report for additional information.

In August 20 1 9, the MoPSC issued an order approving a stipulation and agreement to decrease Ameren Missouris annual revenues for natural gas delivery service by $1 million. The decrease in annual rates is based on a return on common equity range of9.4% to 9.95% and a capital structure composed of 52.0%

common equity, which was Ameren Missouri s capital structure as of May 3 1, 20 19. This order allows for the use ofISRS, which will be calculated using an ROE of 9.725%. The order represents a $1 million increase to Ameren Missouris annual revenues for natural gas delivery service from interim rates, which were approved by the MoPSC in December 2018. The new rates became effective September 1, 2019.

In April 20 1 9, Ameren Illinois filed its annual electric distribution service formula rate update to establish the revenue requirement to be used for 2020 rates with the ICC. Pending ICC approval, this update filing will result in a $7 million decrease in Ameren Illinois electric 43

distribution service rates, beginning in January 2020. This update reflects a decrease for the conclusion ofthe 2017 revenue requirement reconciliation adjustment, which will be ftilly collected from customers in 2019, consistent with the ICCs November 2018 annual update filing order. It also reflects an increase to the annual formula rate based on 2018 actual costs and expected net plant additions for 2019, and an increase to include the 2018 revenue requirement reconciliation adjustment. In August 2019, the ICC staffsubmitted an updated calculation ofthe revenue requirement included in Ameren Illinois filing, recommending an amount comparable to that included in Ameren Illinois filing. In October 201 9, the administrative law judges issued a proposed order consistent with Ameren Illinois filing. An ICC decision in this proceeding is expected by December 2019.

ATXI continues to make progress with construction activities for its two MISO-approved multi-value projects that are still under construction: the Illinois Rivers and Mark Twain projects. Construction ofthe Illinois Rivers project is substantially complete, with the last section expected to be completed in 2020. In June 2019, a section ofthe Mark Twain project was completed from Kirksville, Missouri to the Iowa border, and the remaining section is expected to be completed by the end of 2019.

RESULTS Of OPERATIONS Our results ofoperations and financial position are affected by many factors. Economic conditions, energy-efficiency investments by our customers and by us, and the actions ofkey customers can significantly affect the demand for our services. Ameren and Arneren Missouri results are also affected by seasonal fluctuations in wmter heating and summer cooling demands, as well as by nuclear refueling and other energy center maintenance outages. Additionally, fluctuations in interest rates and conditions in the capital and credit markets affect our cost of borrowing and our pension and postretirement benefits costs. Almost all ofAmerens revenues are subject to state or federal regulation. This regulation has a material impact on the prices we charge for our services. Our results of operations, financial position, and liquidity are affected by our ability to align our overall spending, both operating and capital, within the frameworks established by our regulators.

Ameren Missouri principally uses coal and enriched uranium for fuel in its electric operations and purchases natural gas for its customers. Ameren Illinois purchases power and natural gas for its customers. The prices for these commodities can fluctuate significantly because ofthe global economic and political environment, weather, supply, demand, and many other factors. As described below, we have natural gas cost recovery mechanisms for our Illinois and Missouri natural gas distribution businesses, a purchased power cost recovery mechanism for Ameren Illinois electric distribution business, and a FAC for Ameren Missouris electric business.

Ameren Missouris electric service and natural gas distribution service rates are established in a traditional regulatory rate review based on a historical test year and an allowed return on equity. To mitigate the effects ofregulatory lag, Ameren Missouri has recovery mechanisms in place for certain costs that allow customer rates to be adjusted without a traditional regulatory rate review. Ameren Missouris FAC cost recovery mechanism allows it to recover or refund, through customer rates, 95% ofthe variance in net energy costs from the amount set in base rates without a traditional regulatory rate review, subject to MoPSC prudence reviews, with the remaining 5% ofchanges retained by Ameren Missouri. Net recovery ofthese costs through customer rates does not affect Ameren Missouris electric margins, as any change in revenue is offset by a corresponding change in fuel expense. In addition, Ameren Missouris MEEIA customer energy-efficiency program costs, the related lost electric margins, and any performance incentive are recoverable through the MEEIA cost recovery mechanism without a traditional regulatory rate review. Ameren Missouri also has a cost recovery mechanism for natural gas purchased on behalf of its customers. These pass-through purchased gas costs do not affect Ameren Missouris natural gas margins, as any change in costs is offset by a corresponding change in revenues. Ameren Missouri employs other cost recovery mechanisms, including a pension and postretirement benefit cost tracker, an uncertain tax position tracker, a tracker on certain excess deferred taxes, a renewable energy standards cost tracker, and a solar rebate program tracker. Each of these trackers allows Ameren Missouri to defer the difference between actual costs incurred and costs included in customer rates as a regulatory asset or regulatory liability. The difference will be reflected in base rates in a subsequent MoPSC rate order.

Pursuant to its PISA election, Ameren Missouri is permitted to defer and recover 85% of the depreciation expense and a weighted average cost of capital return on rate base on certain property, plant, and equipment placed in service after September 1, 2018, and not included in base rates. Accumulated PISA deferrals earn carrying costs at the weighted-average cost of capital, with all approved PISA deferrals added to rate base prospectively and recovered over a period of 20 years following a regulatory rate review. Additionally, under the RESRAM, Ameren Missouri is permitted to recover the I 5% of depreciation expense and weighted-average cost of capital return for renewable generation plant placed in service and not recovered under PISA. Accumulated RESRAM deferrals earn carrying costs at short-term interest rates. PISA and the RESRAM mitigate the effects ofregulatory lag between regulatory rate reviews. Those investments not eligible for recovery under PISA and the remaining 15% ofcertain property, plant, and equipment placed in service, unless eligible for recovery under the RESRAM, remain subject to regulatory lag. Ameren Missouri recognizes the cost of debt on PISA deferrals in revenue, instead of using the weighted average cost of capital, both debt and equity, which will ultimately be recognized in revenues when recovery of such deferrals are reflected in customer rates. See Note 2 Rate and Regulatory Matters under Part I, Item 1, ofthis report regarding a MoOPC appeal related to the RESRAM.

44

Ameren Illinois electric distribution service rates are reconciled annually to its actual revenue requirement, year-end rate base and capital structure, and allowed return on equity, under a formula ratemaking process, effective through 2022. If a given years revenue requirement varies from the amount collected from customers, an adjustment is made to electric operating revenues with an offset to a regulatory asset or liability to reflect that years actual revenue requirement, independent ofactual sales volumes. The regulatory balance is then collected from, or refunded to, customers within two years from the end ofthe year. In addition, Ameren Illinois electric customer energy-efficiency rider provides Ameren Illinois electric distribution service business with recovery of and return on, energy-efficiency investments. Under formula ratemaking for both its electric distribution service and its electric energy-efficiency investments, the revenue requirements are based on recoverable costs, year-end rate base, a capital structure of 50% common equity, and a return on equity. The return on equity component is equal to the annual average ofthe monthly yields ofthe 30-year United States Treasury bonds plus 580 basis points. Therefore, Ameren Illinois annual return on equity for its electric distribution business is directly correlated to the yields on such bonds.

Ameren Illinois natural gas distribution service rates are established in a traditional regulatory rate review based on a future test year and allowed return on equity. Ameren Illinois employs a VBA to ensure recoverability ofthe natural gas distribution service revenue requirement for residential and small nonresidential customers that is dependent on sales volumes. For these rate classes, the VBA allows Ameren Illinois to adjust natural gas distribution service rates without a traditional regulatory rate review when changes occur in sales volumes from normalized sales volumes approved by the ICC in a previous regulatory rate review.

In addition, the QIP rider provides Ameren Illinois natural gas business with recovery of and a return on, qualifying infrastructure plant investments that are placed in service between regulatory rate reviews.

Arneren Illinois also has recovery mechanisms in place for certain costs that allow customer rates to be adjusted without a traditional regulatory rate review.

Ameren Illinois electric distribution service business has cost recovery mechanisms for power purchased and transmission services incurred on behalfof its customers, renewable energy credit compliance, and zero emission credits. Ameren Illinois natural gas business has a cost recovery mechanism for natural gas purchased on behalf of its customers. These pass-through costs do not affect Ameren Illinois electric or natural gas margins, as any change in costs is offset by a corresponding change in revenues. Ameren Illinois employs other cost recovery mechanisms for natural gas customer energy-efficiency program costs and certain environmental costs, as well as bad debt expenses and costs ofcertam asbestos-related claims not recovered in base rates.

fERCs electric transmission formula rate framework provides for an annual reconciliation ofthe electric transmission service revenue requirement, which reflects the actual recoverable costs incurred and the 13-month average rate base for a given year, with the revenue requirement in customer rates, including an allowed return on equity. Ameren Illinois and ATXI use a company-specific, forward-looking formula ratemaking framework in setting their transmission rates.

These rates are updated each January with forecasted information. If a given year s revenue requirement varies from the amount collected from customers, an adjustment is made to electric operating revenues with an offset to a regulatory asset or liability to reflect that years actual revenue requirement. The regulatory balance is collected from, or refunded to, customers within two years from the end ofthe year. The total return on equity currently allowed for Ameren Illinois and ATXIs electric transmission service businesses is 10.82% and is subject to a FERC complaint case. See Note 2 Rate and Regulatory Matters under Part I, Item 1, ofthis report for additional information.

We employ various risk management strategies to reduce our exposure to commodity risk and other risks inherent in our business. The reliability of Ameren Missouris energy centers and our transmission and distribution systems and the level and timing of operations and maintenance costs and capital investment are key factors that we seek to manage in order to optimize our results of operations, financial position, and liquidity.

Earnings Summary The following table presents a summary ofAmerens earnings for the three and nine months ended September 30. 2019 and 2018:

Three Months Nine Months 2019 2018 2019 2018 Net income attributable to Ameren common ihareholders 364 357 734 S

747 Earnings per common share diluted 1.47 1.45 2.97 3.04 Net income attributable to Ameren common shareholders increased $7 million, or 2 cents per diluted share, in the three months ended September 30, 2019, compared with the year-ago period. The increase was due to net income increases of $6 million and $5 million at Ameren Missouri and Ameren Transmission, respectively. These increases were partially offset by a net income decrease of$3 million at Ameren Illinois Electric Distribution and a net loss of$l million at Ameren Illinois Natural Gas, compared with no net income or loss in the year-ago period.

Net income attributable to Ameren common shareholders decreased $13 million, or 7 cents per diluted share, in the nine months ended September 30. 2019, compared with the year-ago period. The decrease was due to a net income decrease of $54 million at Ameren Missouri, 45

partially offset by net income increases of $ 18 million, $8 million, and $4 million at Ameren Transmission, Ameren Illinois Natural Gas, and Ameren Illinois Electric Distribution, respectively, and a reduction in the net loss for activity not reported as part of a segment, primarily at Ameren (parent), of $1 1 million.

Earnings per diluted share were unfavorably affected in the three and nine months ended September 30, 2019, compared to the year-ago periods (except where a specific period is referenced), by:

decreased electric retail sales at Ameren Missouri, primarily due to milder summer temperatures experienced in 2019 (estimated at 4 cents and 23 cents per share, respectively);

increased other operation and maintenance expenses related to the Callaway energy centers scheduled refueling and maintenance outage that was completed in May 2019 (9 cents per share for the nine months ended September 30, 2019);

increased taxes other than income taxes, primarily at Ameren Missouri, due to higher property taxes (2 cents and 5 cents per share, respectively);

increased depreciation and amortization expenses not subject to riders or regulatory tracking mechanisms at Ameren Illinois Natural Gas and Ameren Missouri, primarily due to additional property, plant, and equipment (1 cent and 5 cents per share, respectively);

decreased margins at Ameren Illinois Natural Gas, due to a change in rate design pursuant to the ICCs November 20 1 8 natural gas rate order, which concentrates more revenues in the winter heating season due to an increase in volumetric rates (3 cents per share for the three months ended September 30, 2019);

decreased Ameren Illinois Electric Distribution earnings under formula ratemakmg due to a lower recognized return on equity (1 cent and 3 cents per share, respectively); and increased weighted-average basic common shares outstanding (1 cent and 2 cents per share, respectively).

Earnings per diluted share were favorably affected in the three and nine months ended September 30, 20 1 9, compared to the year-ago periods (except where a specific period is referenced), by:

the recognition ofMEEIA 2013 and MEEIA 2016 performance incentives (5 cents and 10 cents per share, respectively);

increased Ameren Transmission and Ameren Illinois Electric Distribution earnings under formula ratemaking due to additional rate base investment and Ameren Illinois Electric Distribution energy-efficiency investments (3 cents and 9 cents per share, respectively);

the absence of a noncash charge to earnings for the revaluation of deferred taxes recorded in 20 1 8 related to the TCJA (5 cents per share for both periods);

increased other income, net, primarily due to increased non-service cost components ofnet periodic benefit income and decreased donations (2 cents and 4 cents per share, respectively);

a decrease in the effective income tax rate primarily due to an increase in the income tax benefit recorded at Aineren (parent) related to stock-based compensation (3 cents per share for the nine months ended September 30, 2019);

an increase in base rates at Ameren Illinois Natural Gas pursuant to the ICCs November 201 8 natural gas rate order (2 cents per share for the nine months ended September 30, 2019);

decreased financing costs at Ameren Missouri, primarily due to the regulatory deferral of interest expense pursuant to PISA and lower interest rates, partially offset by lower levels ofthe allowance for funds used during construction (2 cents per share for the nine months ended September 30, 2019);

increased Ameren Illinois Natural Gas earnings from investments in qualifying infrastructure recovered under the QIP rider (1 cent per share for the nine months ended September 30, 2019); and decreased other operation and maintenance expenses not subject to riders or regulatory tracking mechanisms, excluding the Callaway energy centers scheduled refueling and maintenance outage costs, primarily due to changes in the cash surrender value of company-owned life insurance (1 cent per share for the nine months ended September 30, 2019).

The cents per share information presented is based on the weighted-average basic common shares outstanding in the three and nine months ended September 30, 20 1 8, and does not reflect any change in earnings per share resulting from dilution, unless otherwise noted. Amounts other than variances related to income taxes have been presented net of income taxes using Amerens 201 9 statutory tax rate of 27%. for additional details regarding the Ameren Companies results ofoperations, including explanations ofElectric and Natural Gas Margins, Other Operations and Maintenance Expenses, Depreciation and Amortization, Taxes Other Than Income Taxes, Other Income, Net, Interest Charges, and Income Taxes, see the major headings below.

46

Below is Amerens table ofincome statement components by segment for the three and nine months ended September 30, 2019 and 2018:

Ameren Illinois Ameren Other I Ameren Electric Illinois Ameren Intersegment Missouri Distribution Natural Gas Transmission Eliminations Total Three Months 2019:

Electric margins

$44 270 S

12$

(9) 1,233 Natural gas margins 13

87

100 Other operations and maintenance (242)

(12$)

(52)

(15) 3 (434)

Depreciation and amortization (13$)

(6$)

(20)

(21)

(1)

(248)

Taxes other than income taxes (96)

(22)

(10)

(1)

(2)

(131)

Other income, net 15 9

3 2

5 34 Interest charges (44)

(19)

(9)

(20)

(4)

(96)

Income taxes (51)

(10)

(19)

(12)

(92)

Net income (loss) 301 32 (1) 54 (20) 366 Noncontrolling interests preferred stock dividends (1)

(1)

(2)

Net income (loss) attributable to Ameren common shareholders s

300 s

32 (1) 53 (20)

S 364 Three Months 2018:

Electnc margins 846 s

272

S 1 13 (5) 1,226 Natural gas margins 13

91

104 Other operations and maintenance (234)

(126)

(56)

(16) 3 (429)

Depreciation and amortization (137)

(65)

(16)

(20)

(3)

(241)

Taxes other than income taxes (94)

(21)

(11) 1 (2)

(127)

Other income, net 16 7

2 2

5 32 Interestcharges (50)

(19)

(9)

(19)

(4)

(101)

Inconse taxes (65)

(13)

(1)

(13)

(13)

(105)

Net income (loss) 295 35

48 (19) 359 Noncontrolling interests preferred stock dividends (1 )

(1)

(2)

Net income (loss) attributable to Ameren conmon shareholders 294 s

35

48 (20) 357 Nine Months 2019:

Electric margins 1,948 s

804

351 (24)

S 3,079 Natural gas margins 57 373 430 Other operations and maintenance (720)

(373)

(170)

(44) 6 (1,301)

Depreciation and amortization (417)

(204)

(59)

(62)

(3)

(745)

Taxes other than income taxes (256)

(61)

(47)

(3)

(8)

(375)

Other income, net 43 25 9

6 16 99 Interest charges (136)

(54)

(28)

(5$)

(14)

(290)

Income (taxes) benefit (70)

(31)

(20)

(50) 13 (158)

Net income (loss) 449 106 58 140 (14) 739 Noncontrolling interests preferred stock dividends (3)

(1)

(1)

(1) 1 (5)

Net income (loss) attributable to Ameren common shareholders 446 s

105 S

57 S

139 S

(13) 734 Nine Months 201$:

Electric margins S

2,061 804 s

s 320 s

(19) s 3,166 Natural gas margins 57

354

411 Other operations and maintenance (707)

(380)

(170)

(48) 6 (1,299)

Depreciation and amortization (41 1)

(193)

(48)

(57)

(4)

(713)

Taxes other than income taxes (258)

(59)

(47)

(3)

(7)

(374)

Other income, net 45 18 7

5 9

84 Interestcharges (152)

(56)

(28)

(56)

(10)

(302)

Income (taxes) benefit (132)

(32)

(18)

(40) 1 (221)

Net income (loss) 503 102 50 121 (24) 752 Noncontrolling interests preferred stock dividends (3)

(1)

(1)

(5)

Net income (loss) attributable to Ameren common shareholders s

101 49 121 (24) 747

47

Below is Ameren Illinois table ofmcome statement components by segment for the three and nine months ended September 30, 2019 and 2018:

Ameren Illinois Ameren Electric Illinois Ameren Distribution Natural Gas Illinois Transmission Total Three Months 2019:

Electric and natural gas margins 270 87 S

$1 S

438 Other operations and maintenance (128)

(52)

(13)

(193)

Depreciation and amortization (68)

(20)

(14)

(102)

Taxes other than income taxes (22)

(10)

(1)

(33)

Other income, net 9

3 13 Interest charges (19)

(9)

(10)

(38)

Income taxes (10)

(10)

(20)

Net income (loss) attributable to common shareholder 32 (1) 34 S

65 Three Months 2018:

Electric and natural gas margins 272 91 71 434 Other operations and maintenance (126)

(56)

(13)

(195)

Depreciation and amortization (65)

(16)

(13)

(94)

Taxes other than income taxes (2 1 )

( 1 1)

(32)

Other income, net 7

2 2

11 Interestcharges (19)

(9)

(10)

(38)

Incometaxes (13)

(1)

(9)

(23)

Net income attributable to common shareholder 35 28 63 Nine Months 2019:

Electric and natural gas margins 804 373 217 1,394 Other operations and maintenance (373)

(170)

(37)

(580)

Depreciation and amortization (204)

(59)

(41)

(304)

Taxes other than income taxes (61)

(47)

(2)

(110)

Other income, net 25 9

39 Interest charges (54)

(28)

(29)

(111)

Income taxes (31)

(20)

(28)

(79)

Net income 106 58 85 249 Preferred stock dividends (1)

(1)

(2)

Net income attributable to common shareholder ios s

57 85 247 Nine Months 2018:

Electric and natural gas margins 804 S

354 S

195 S

1,353 Other operations and maintenance (380)

(170)

(40)

(590)

Depreciation and amortization (193)

(48)

(37)

(278)

Taxes otherthan income taxes (59)

(47)

(2)

(108)

Other income, net 1$

7 30 Interest charges (56)

(28)

(28)

(1 12)

Income taxes (32)

(18)

(23)

(73)

Netincome 102 50 70 222 Preferred stock dividends 1)

(1)

(2)

Net income attributable to common shareholder 101 49 70 220 48

Electric and Natural Gas Margins The following table presents the favorable (unfavorable) variations by Ameren segment for electric and natural gas margins for the three and nine months ended September 30, 2019, compared with the year-ago periods. Electric margins are defined as electric revenues less fuel and purchased power costs. Natural gas margins are defined as natural gas revenues less natural gas purchased for resale. We consider electric and natural gas margins useful measures to analyze the change in profitability of our electric and natural gas operations between periods. We have included the analysis below to complement the financial information we provide in accordance with GAAP. However, these margins may not be a presentation defined under GAAP, and they may not be comparable to other companies presentations or more useful than the GAAP information we provide elsewhere in this report.

Ameren Illinois Ameren Other I Ameren Electric Illinois Ameren Intersegment Three Months Missouri Distribution Natural Gas Transmission Eliminations Ameren Electric revenue change:

Effect ofweather (eitimate)

(8)

(8)

Base rates (estimate)

(4)

(6) 15

S Sales volumes and changes in customer usage patterns (excluding the estimated effects ofweather and MEEIA)

(6)

(6)

MEEIA 2013 and MfLIA 2016 performance incentives 18

18 Off-system sales (SO)

(50)

Energy-efficiency program investments

4

4 Other 1

1

(3)

(1)

Cost recoveiy mechanisms offset in fuel and purchased powertt (20)

(1)

(21) other cost recovery nsechanisms (2)

(1)

(3)

Total electric revenue change (71)

(3) 15 (3)

(62) fuel and purchased power change:

Energy costs (excluding the estimated effect ofweather)

S 52

S S

52 Effect ofweather (estimate)5 1

1 Other (4)

(1)

(5)

Cost recovery niechanisms

. offset in electric revenue 20 1

21 Total fuel and purchased power change 69 1

(1) 69 Net change in electric margins (2)

S (2)

15 (4) 7 Natural gas revenue change:

Change in rate design

(8)

(8)

QlPrider

2

2 Software licensing agreement

5

5 Other (2) t

(2)

Cost recovery mechanisms offset in natural gas purchased for resale 1

1 Other cost recovery mechanisms

(1)

(1)

Total natural gas revenue change 1

(4)

(3)

Natural gas purchased for resale change:

Cost recovery mechanisms offset in natural gas revenue (1)

(1)

Total natural gas purchased for resale change (1)

(1)

Net change in natural gas margins

S

(4)

S

(4) 49

Ameren Illinois Ameren Other I Ameren Electric Illinois Ameren Intersegment Nine Months Missouri Distribution Natural Gas Transmission Eliminations Ameren Electric revenue change:

Effect ofweather (estirnate)t (100)

S

S

(100)

Base rates (estimateY (39)

(2)

31 (10)

Recovery ofpower restoration efforts provided to other utilities

( 1 1 )

(9)

(20)

Sales volumes and changes in customer usage patterns (excluding the estimated effects ofweather and MEEIA) 7

7 MEEIA 2013 and MEEIA 2016 performance incentives 33

33 Offsystemsales (101)

(101)

Energy-efficiency program investments 1 1

1 1 Other

3

• :.y (3)

Cost recovery mechanisms offset in fuel and purchased power (37)

(44)

(81)

Other cost recovery mechamsms (17)

(3)

(20)

Total electric revenue change (265)

(44)

31 (3)

(281) fuel and purchased power change:

Energy costs (excluding the estimated effect ofweather) 104 S

S

104 Effect ofweather (estimate) 15

15 Transmission services charges (5)

(5)

Other 1

(2)

(1)

Cost recovery mechanisms

. offset in electric revenu&

37 44

81 Total fuel and purchased power change 152 44

(2) 194 Net change in electric margins (113)

S

31 (5)

(87)

Nattiral gas revenue change:

Effect ofweather (estimate) 5 (4) 5 (4)

Base rates (estimate)

8

8 QlPrider

4

4 Software licensing agreement

5

5 Cost recovery mechanisms offset in natural gas purchased forresale 8

(20)

(12)

Other cost recovery mechanisms

%f) 2

2 Total natural gas revenue change 4

S

( 1 )

S

3 Natural gas purchased for resale change:

p Effect ofweather (estimate) 4 4

Cost recovery mechanisms offset in natural gas revenuet (8) 20

=

12 Total natural gas purchased for resale change (4)

S 20 S

S 16 Net change in natural gas margins

19

19 (a)

Includes an increase in transmission margins of $10 million and $22 million at Ameren Illinois for the three and nine months ended September 30, 2019, compared with the year-ago periods.

(b)

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

(c) for Ameren Illinois Electric Distribution and Ameren Transmission, base rates include increases or decreases to operating revenues related to the revenue requirement reconciliation adjustment under formula rates.

(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 ofincome, 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.

50

Aineren Amerens electric margins increased $7 million, or 1%, for the three months ended September 30, 2019, compared with the year-ago period, primarily because of increased margins at Ameren Transmission, as discussed below. Amerens electric margins decreased $87 million, or 3%, for the nine months ended September 30, 2019, compared with the year-ago period, primarily because ofdecreased margins at Ameren Missouri, partially offset by increased margins at Ameren Transmission, as discussed below.

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

Aineren Transmission Ameren Transmissions margins increased $15 million, or 13%, and $31 million, or 10%, for the three and nine months ended September 30, 2019, respectively, compared with the year-ago periods. Margins were favorably affected by increased capital investment, as evidenced by a 12% increase in rate base used to calculate the revenue requirement.

Ameren Missouri Ameren Missouris electric margins were comparable between the three months ended September 30, 2019 and 2018. Ameren Missouris electric margins decreased $113 million, or 5%, for the nine months ended September 30, 2019, compared with the year-ago period.

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

Cooling degree days were comparable between the three months ended September 30, 20 1 9 and 201 8, but decreased 10% for the nine months ended September 30, 2019. Winter temperatures were warmer as heating degree days decreased 4% for the nine months ended September 30, 20 1 9. The aggregate effect ofweather decreased margins an estimated $7 million and $85 million, respectively. The change in margins due to weather is the sum ofthe effect of weather (estimate) on electric revenues (-$8 million and -$100 million, respectively) and the effect ofweather (estimate) on fuel and purchased power (+$l million and +$15 million, respectively) in the table above.

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

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

Excluding the estimated effects of weather and the MEEIA 20 16 and 20 1 9 customer energy-efficiency programs, electric revenues decreased an estimated $6 million for the three months ended September 30, 2019, primarily due to a decrease in the average retail price per kilowatthour due to changes in customer usage patterns, partially offset by increased sales volumes from growth. While the MEEIA 2016 and 2019 customer energy-efficiency programs reduced retail sales volumes, the recovery of lost electric margins ensured that electric margins were not affected.

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 $5 million for the nine months ended September 30, 2019.

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

The MEEIA 2013 and MEEIA 2016 performance incentives increased revenues $18 million and $33 million, respectively. See Note 2 Rate and Regulatory Matters under Part I, Item 1 ofthis report for information regarding the MEEIA 2013 and MEEIA 2016 performance incentives.

Excluding the estimated effects ofweather and the MEEIA 201 6 and 2019 customer energy-efficiency programs, electric revenues increased an estimated $7 million for the nine months ended September 30, 2019, primarily due to an increase in the average retail price per kilowatthour due to changes in customer usage patterns and increased sales volumes from growth. While the MEEIA 20 16 and 20 19 customer energy-efficiency programs reduced retail sales volumes, the recovery oflost electric margins ensured that electric margins were not affected.

Net energy costs increased margins $2 million and $3 million, respectively. The change in net energy costs is the sum ofthe effect ofthe change in off-system sales (-$50 million and -$101 million, respectively), and the effect ofthe change in energy costs (+$52 million and +$104 million, respectively) in the table above.

Ameren Missouris natural gas margins were comparable between the three and nine months ended September 30, 2019 and 2018.

51

Ameren Illinois Ameren Illinois electric margins increased $8 million, or 2%, and $22 million, or 2%, for the three and nine months ended September 30, 2019, respectively, compared with the year-ago periods, driven by increased margins at Ameren Illinois Transmission. Ameren Illinois Natural Gas margins decreased $4 million, or 4%, and increased $19 million, or 5%, for the three and nine months ended September 30, 2019, respectively, compared with the year-ago periods.

Arneren Illinois Electric Distribution Ameren Illinois Electric Distributions margins were comparable between the three and nine months ended September 30, 2019 and 2018. Ameren Illinois Electric Distributions revenues increased $4 million and $11 million for the three and nine months ended September 30, 2019, respectively, compared with the year-ago periods, due to recovery of return on and amortization of increased energy-efficiency program investments pursuant to the FEJA. The following items had an unfavorable effect on Ameren Illinois Electric Distributions margins for the three and nine months ended September 30, 2019, compared with the year-ago periods (except when a specified period is referenced):

Revenues decreased due to lower recognized return on equity (-$4 million and -$8 million, respectively, as evidenced by a decrease ofnearly 60 basis points in the estimated annual average ofthe monthly yields ofthe 30-year United States Treasury bonds) and lower recoverable expenses (-$3 million for the three months ended September 30, 2019), partially offset by an increase in return on rate base (+$l million and +$6 million, respectively) under formula ratemaking pursuant to the IEIMA. The sum ofthese changes collectively decreased margins $6 million and $2 million, respectively.

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

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

Revenues increased $8 million for the nine months ended September 30, 2019, due to higher natural gas base rates as a result ofthe November 2018 natural gas rate order.

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

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

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

Arneren Illinois Transmission Ameren Illinois Transmissions margins increased $10 million, or 14%, and $22 million, or 11%, for the three and nine months ended September 30, 2019, respectively, compared with the year-ago periods. Margins were favorably affected by increased capital investment, as evidenced by a 1 7% increase in rate base used to calculate the revenue requirement.

Other Operations and Maintenance Expenses Ameren Other operations and maintenance expenses were $5 million and $2 million higher in the three and nine months ended September 30, 2019, respectively, compared with the year-ago periods, due to changes discussed below.

52

Ameren Transmission Other operations and maintenance expenses were comparable between the three months ended September 30, 20 1 9 and 20 1 8. Other operations and maintenance expenses were $4 million lower in the nine months ended September 30, 20 1 9, compared with the year-ago period, primarily due to decreased transmission system maintenance expenditures at Ameren Illinois Transmission.

Ameren Missouri Other operations and maintenance expenses increased $8 million in the three months ended September 30, 2019, compared with the year-ago period, primarily because of a decrease in the cash surrender value of company-owned life insurance and increased employee benefit costs. Other operations and maintenance expenses increased $13 million in the nine months ended September 30, 2019, compared with the year-ago period. The following items increased other operations and maintenance expenses for the nine months ended September 30, 2019, compared with the year-ago period:

Energy center operations and maintenance costs mcreased $28 million, primarily due to the Callaway energy center refueling and maintenance outage that was completed in May 2019. The previous Callaway energy center refueling and maintenance outage took place in the fourth quarter of 2017.

Employee benefit costs increased $5 million due to higher medical costs.

The following items partially offset the above increases in other operations and maintenance expenses for the nine months ended September 30, 2019, compared with the year-ago period:

Power restoration assistance provided to other utilities decreased $ 1 1 million.

The cash surrender value of company-owned life insurance increased $7 million.

MEEIA customer energy-efficiency program costs decreased $4 million because ofhigher participation in the MEEIA 2016 programs in 2018, compared with participation in the MEEIA 2019 programs.

Ameren Illinois Other operations and maintenance expenses were comparable between the three months ended September 30, 201 9 and 20 1 8. Other operations and maintenance expenses were $10 million lower in the nine months ended September 30, 2019, compared with the year-ago period, as discussed below.

Arneren Illinois Electric Distribution Other operations and maintenance expenses were comparable between the three months ended September 30, 2019 and 2018. Other operations and maintenance expenses were $7 million lower in the nine months ended September 30, 20 1 9, compared with the year-ago period, primarily due to a $9 million reduction in power restoration assistance provided to other utilities and a $3 million increase in the cash surrender value ofcompany-owned life insurance.

Additionally, expenses decreased due to a $4 million reduction in bad debt costs pursuant to regulatory recovery mechanisms. These decreases were partially offset by a $7 million increase in amortization ofregulatory assets associated with the FEJA energy-efficiency program investments.

Ameren Illinois Natural Gas Other operations and maintenance expenses decreased $4 million in the three months ended September 30. 2019, compared with the year-ago period, primarily due to a reduction in energy efficiency rider costs. Other operations and maintenance expenses were comparable between the nine months ended September 30, 2019 and 2018.

Amneren Illinois Transmission Other operations and maintenance expenses were comparable between the three months ended September 30, 2019 and 2018. Other operations and maintenance expenses were $3 million lower in the nine months ended September 30, 2019, compared with the year-ago period, primarily due to decreased transmission system maintenance expenditures.

Depreciation and Amortization Depreciation and amortization expenses increased $7 million and $8 million in the three months ended September 30, 2019, and $32 million and $26 million in the nine months ended September 30, 20 1 9, compared with the year-ago periods, at Ameren and Arneren Illinois, respectively, primarily because of additional property, plant, and equipment investments across their respective segments. Depreciation and amortization expenses were comparable at Ameren Missouri in the three months ended September 30, 2019, with the year-ago period. Depreciation and amortization expenses increased $6 million at Ameren Missouri in the nine months ended September 30, 2019, compared 53

with the year-ago period, primarily because of additional property, plant, and equipment investments. Ameren Missouris depreciation and amortization expenses include a reduction for the regulatory deferral ofdepreciation and amortization expenses pursuant to PISA of$7 million and $14 million in the three and nine months ended September 30, 2019, respectively.

Taxes Other Than Income Taxes Taxes other than income taxes increased $4 million in the three months ended September 30, 2019, compared with the year-ago period, primarily due to an increase in property taxes at Ameren Missouri due to higher assessed values. The increase was partially offset by a decrease in excise taxes at Ameren Missouri as a result ofreduced sales, primarily driven by mild summer temperatures. Taxes other than income taxes were comparable between the nine months ended September 30, 2019 and 201$.

Other Income, Net Other income, net, was comparable between the three months ended September 30, 2019 and 201$. Other income, net, increased $15 million in the nine months ended September 30, 2019, compared with the year-ago period. The non-service cost components ofnet periodic benefit income increased $7 million and

$4 million for Ameren Illinois Electric I)istribution and activity not reported as part of a segment, respectively. Additionally, donations decreased $4 million for activity not reported as part of a segment.

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

Interest Charges Interest charges decreased $5 million and $12 million in the three and nine months ended September 30, 2019, respectively, compared with the year-ago periods. These decreases were primarily due to decreased interest charges at Ameren Missouri, which resulted from lower average interest rates on long-term debt and increased regulatory deferrals ofinterest expense pursuant to PISA of$4 million and $9 million in the three and nine months ended September 30, 2019, respectively. The decrease at Ameren Missouri in the nine months ended September 30, 2019, compared with the year-ago period, was partially offset by a $4 million increase for activity not reported as part of a segment, primarily because of a higher interest rate on an increased level of short-term borrowings at Ameren (parent).

Income Taxes The following table presents effective income tax rates for the three and nine months ended September 30, 2019 and 201$:

Three Months Nine Months 2019 201$

2019 201$

Ameren 20%

23%

1$%

23%

Ameren Missouri 14%

18°/o 13%

21%

Arneren Illinois 24%

26%

24%

25%

Ameren Illinois Electric Distribution 23°A 27%

23%

24%

Ameren Illinois Natural Gas (b)

(b) 26%

27%

Ameren Illinois Transmission 24%

22%

25%

24%

Ameren Transmission 25%

22%

26%

25%

(a)

Estimate ofthe annual effective income tax rate adjusted to reflect the tax effect ofitems discrete to the three and nine months ended September 30, 2019 and 201$.

(b)

Not meaningful because ofthe insignificant amount of income before income taxes.

See Note 12 Income faxes under Part I, Item 1, ofthis report for a reconciliation ofthe federal statutory corporate income tax rate to the effective income tax rate for the Ameren Companies.

The effective income tax rate was lower at Ameren Illinois Electric Distribution in the three months ended September 30, 2019, compared with the year-ago period, primarily because of increased amortization of excess deferred taxes, higher tax benefits from certain depreciation differences on property-related items largely attributable to the allowance for equity funds used during construction, and the revaluation of certain deferred tax assets and liabilities for provisional amounts related to TCJA in 20 1 8. The effective income tax rate was higher at Ameren Illinois Transmission and Ameren Transmission in the three months ended September 30, 2019, compared with the year-ago period, primarily because oflower current year tax benefits from certain depreciation differences on property-related items largely attributable to the allowance for equity funds used during construction.

LIQUIDITY AND CAPITAL RESOURCES Collections from our tariff-based revenues are our principal source of cash provided by operating activities. A diversified retail customer mix, primarily consisting ofrate-regulated residential, commercial, and industrial customers, provides us with a reasonably predictable source 54

of cash. In addition to using cash provided by operating activities, we use available cash, borrowings under the Credit Agreements, commercial paper issuances, and/or, in the case ofAmeren Missouri and Ameren Illinois, other short-term affiliate borrowings to support normal operations and temporary capital requirements.

We may reduce our short-term borrowings with cash provided by operations or, at our discretion, with long-term borrowings or, in the case of Ameren Missouri and Ameren Illinois, with capital contributions from Ameren (parent). In the near term, our operating cash flows will decrease due to the reduction in the federal statutory income tax rate enacted under the TCJA. The decrease in operating cash flows results from reduced customer rates, reflecting the tax rate decrease, without a corresponding reduction in income tax payments until about 2020 because ofour use ofnet operating losses and tax credit carryfonvards. Additionally, operating cash flows will be further reduced by lower customer rates, resulting from the return ofexcess deferred taxes. Over time, the decrease in operating cash flows will be offset as temporary differences between book and taxable income reverse, and by increased customer rates due to higher rate base amounts resulting from lower accumulated deferred income tax liabilities. We expect to make significant capital expenditures over the next five years as we invest in our electric and natural gas utility infrastructure to support overall system reliability, grid modernization, renewable energy requirements, environmental compliance, and other improvements. As part of its plan to fund these cash flow requirements, Ameren is using newly issued shares of common stock, rather than market-purchased shares, to satisfy requirements under the DRP1us and employee benefit plans and expects to continue to do so through at least 2023. Ameren also plans to issue incremental common equity to fund a portion ofAmeren Missouris wind generation investments through the physical settlement ofthe forward sale agreement relating to 7.5 million shares of common stock. for additional information about the forward sale agreement, see Note 4 Long-Term Debt and Equity Fmancings under Part I, Item 1, ofthis report. 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 ofDecember 3 1, 2018.

The use of cash provided by operating activities and short-term borrowings to fund capital expenditures and other long-term investments at the Ameren Companies frequently results in a working capital deficit, defined as current liabilities exceeding current assets, as was the case at September 30, 2019. The working capital deficit as ofSeptember 30, 2019, was primarily the result ofcurrent maturities oflong-term debt and our decision to finance our businesses with lower-cost commercial paper issuances. With the credit capacity available under the Credit Agreements, along with cash and cash equivalents, the Ameren Companies had net available liquidity of$1.6 billion at September 30, 2019. See Credit facility Borrowings and Liquidity below for additional information.

The following table presents net cash provided by (used in) operating, investing, and financing activities for the nine months ended September 30, 20 1 9 and 2018:

Net Cash Provided By Net Cash Used In Net Cash Provided by (Used in)

Operating Activities Investing Activities Financing Activities 2019 2018 Variance 2019 2018 Variance 2019 2018 Variance Ameren S

1,668 S

1,686 (18)

(1,798)

(1,719)

(79) 17$

57 S

121 Arneren Missouri 840 961 (121)

(785)

(735)

(50)

(49)

(226) 177 Ameren Illinois 706 516 190 (903)

(937) 34 234 451 (217)

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

Arneren Amerens cash from operating activities decreased $1 8 million in the first nine months of 2019, compared with the year-ago period. The following items contributed to the decrease:

A $28 million increase m payments for nuclear refueling and maintenance outages at Ameren Missouris Callaway energy center. There was no refueling and maintenance outage in 2018.

A $16 million decrease resulting from decreased customer collections, primarily due to a decrease in weather-related sales volumes at Ameren Missouri, and a net decrease attributable to regulatory recovery mechanisms, partially offset by decreased fuel costs and production volumes at Ameren Missouri and decreased purchase power costs and volumes and natural gas costs at Ameren Illinois.

The following items partially offset the decrease in Amerens cash from operating activities between periods:

55

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

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

Ameren Missouri Ameren Missouris cash from operating activities decreased $121 million in the first nine months of2019, compared with the year-ago period. The following items contributed to the decrease:

A $169 million decrease resulting from decreased customer collections, primarily due to a decrease in weather-related sales volumes, and a net decrease attributable to regulatory recovery mechanisms, partially offset by decreased fuel costs and production volumes.

A $28 million increase in payments for nuclear refueling and maintenance outages at the Callaway energy center. There was no refueling and maintenance outage in 2018.

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

A $33 million decrease in income tax payments to Ameren (parent) pursuant to the tax allocation agreement, primarily due to lower taxable income in 20 19.

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

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

Aineren Illinois Ameren Illinois cash from operating activities increased $190 million in the first nine months of2019, compared with the year-ago period. The following items contributed to the increase:

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

A $40 million decrease in income tax payments to Ameren (parent) pursuant to the tax allocation agreement, primarily due to the timing ofpayments.

A $6 million decrease in payments to contractors for electric distribution maintenance costs, primarily due to decreased vegetation management costs.

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

Cash Flows from Investing Activities Amerens cash used in investing activities increased $79 million in the first nine months of2019, compared with the year-ago period, primarily as a result of increased capital expenditures of $72 million. In addition to the capital expenditure changes at Ameren Missouri and Ameren Illinois discussed below, Amerens capital expenditures increased due to a $30 million increase in capital expenditures at ATXI. AUXIs capital expenditures increased as a result of increased expenditures on the Mark Twain Transmission project offset by decreased capital expenditures on the Spoon River and Illinois Rivers projects.

Ameren Missouris cash used in investing activities increased $50 million between periods, primarily due to an increase in capital expenditures, partially offset by the absence ofnet money pool advances in 2019. In the first nine months of2018, Ameren Missouri made net money pool advances of$28 million. Capital expenditures increased $87 million, primarily due to substation upgrades and energy delivery infrastructure upgrades.

Ameren Illinois cash used in investing activities decreased $34 million between periods primarily due to decreased capital expenditures of$47 million related to electric transmission system reliability projects.

Capitut Expenditures See Liquidity and Capital Resources under Part II, Item 7, ofthe Form 10-K for Amerens estimate ofcapital expenditures that will be incurred from 2019 through 2023, including construction expenditures, allowance for funds used during construction, and expenditures for compliance with existing environmental regulations. Ameren estimates its capital expenditures for 2019 will increase by approximately $150 56

million to $2,585 million, compared to the estimate included in the form 10-K, primarily as a result ofan increase in capital expenditures at Ameren Missouri of

$7t) million and Ameren Illinois electric transmission business of$85 million.

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

Amerens cash provided by financing activities increased $121 rn;llion during the first nine months of2019, compared with the year-ago period. During the first nine months of 2019, Ameren issued $900 million oflong-term indebtedness to repay then-outstanding commercial paper issuances, including short-term debt incurred in connection with the repayment at maturity oflong-term indebtedness of $329 million. In 2019, Ameren repaid outstanding net commercial paper issuances totaling $53 million, and used cash provided by financing activities to fund, in part, investing activities. In comparison, during the first nine months of 20 1 8, Ameren utilized net proceeds from the issuance of $889 million of long-term indebtedness and net commercial paper issuances to repay $522 million of higher-cost long-term indebtedness and to fund, in part, investing activities. During the first nine months of2019, Ameren paid common stock dividends of $350 million, compared with $334 million in dividend payments in the year-ago period.

Ameren Missouris cash used in financing activities decreased $177 million during the first nine months of 20 19, compared with the year-ago period. During the first nine months of 2019, Ameren Missouri utilized net proceeds from the issuance of $450 million oflong-term indebtedness to repay then-outstanding commercial paper issuances, including short-term debt incurred in connection with the repayment at maturity oflong-term indebtedness of $329 million.

Additionally, Ameren Missouri utilized net commercial paper issuances of$$9 million to fund, in part, investing activities. In comparison, during the first nine months of201$, Ameren Missouri utilized net proceeds from the issuance of$423 million in long-term indebtedness and cash on hand to repay $378 million of higher-cost long-term indebtedness, and to fund, in part, investing activities. In 201 8, Ameren Missouri also repaid outstanding net commercial paper issuances totaling $39 million. During the first nine months of2019, Ameren Missouri paid common stock dividends of$250 million, compared with $225 million in dividend payments in the year-ago period.

Ameren Illinois cash provided by financing activities decreased $217 million during the first nine months of2019, compared with the year-ago period.

During the first nine months of2019, Ameren Illinois utilized net proceeds from commercial paper issuances of $237 million to fund, in part, investing activities.

In comparison, during the first nine months of 201 8, Ameren Illinois utilized net proceeds from the issuance of $476 million of long-term indebtedness and net commercial paper issuances to repay $144 million ofhigher-cost long-term indebtedness and to fund, in part, investing activities. Ameren Illinois also received an

$80 million capital contribution from Ameren (parent) and borrowed $45 million from the money pool in the year-ago period, compared to no capital contributions or money pooi borrowings in the current year period.

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

Credit facility Borrowings and Liquidity The liquidity needs ofAmeren, Ameren Missouri, and Ameren Illinois are typically supported through the use ofavailable cash, or proceeds from borrowings under the Credit Agreements, commercial paper issuances, and/or, in the case ofAmeren Missouri and Ameren Illinois, short-term affiliate borrowings. See Note 3 Short-term Debt and Liquidity under Part I. Item 1, ofthis report for additional information on credit agreements, commercial paper issuances, borrowings under Amerens money pooi arrangements, and relevant interest rates.

The following table presents Amerens consolidated liquidity as ofSeptember 30, 2019:

Ameren (parent) and Ameren Missouri:

Missouri Credit Agreement borrowing capacity 1,000 Less: Ameren (parent) commercial paper outstanding 53 Less: Ameren Missouri commercial paper outstanding 144 Missouri Credit Agreement subtotal 803 Ameren (parent) and Ameren Illinois:

Illinois Credit Agreement borrowing capacity 1,100 Less: Ameren (parent) commercial paper outstanding 37 Less: Ameren Illinois commercial paper outstanding 310 Less: Letters ofcredit 2

Illinois Credit Agreement subtotal 751 Subtotal 1,554 Cash and cash equivalents 20 Net Available Liquidity 1,574 57

The Credit Agreements are used to borrow cash, to issue letters of credit, and to support issuances under Ameren (parent)s, Ameren Missouris, and Ameren Illinois commercial paper programs. Both Credit Agreements are available to Ameren (parent) to support issuances under Ameren (parent)s commercial paper program, subject to available credit capacity under the agreements. The Missouri Credit Agreement is available to support issuances under Ameren Missouris commercial paper program. The Illinois Credit Agreement is available to support issuances under Ameren Illinois commercial paper program. Issuances under the Ameren (parent), Ameren Missouri, and Ameren Illinois commercial paper programs were available at lower interest rates than the interest rates of borrowings under the Credit Agreements. Commercial paper issuances were thus preferred to credit facility borrowings as a source ofthird-party short-term debt.

In addition, Ameren Missouri and Ameren Illinois may borrow cash from the utility money pool when funds are available. The rate of interest depends on the composition ofintemal arid external funds in the utility money pool. Ameren Missouri and Ameren Illinois will access funds from the utility money pool, the Credit Agreements, or the commercial paper programs depending on which option has the lowest interest rates.

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

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

Long-term Debt and Equity The following table presents Amerens equity issuances, as well as issuances (net of any issuance premiums or discounts), redemptions, repurchases, and maturities oflong-term debt for Ameren Missouri, Ameren Illinois, and ATXI for the nine months ended September 30, 2019 and 201$:

Month Issued, Redeemed, or Matured 2019 2018 Issuances of Long-term Debt Ameren:

2.50% Senior unsecured notes due 2024 September 450 S

Ameren Missouri:

350% first mortgage bonds due 2029 March 450 4.00% first mortgage bonds due 2042 Apnl

423 Ameren Illinois:

3.80% first mortgage bonds due 202$

May

430 Total Ameren long-term debt issuances 900

$53 Issuances of Common Stock Ameren:

DRP1us and 40 1(k)

Various S

54

0) (b) 56 (b)

Total common stock issuances

ç4 56 Total Ameren long-term debt and common stock issuances 954 909 Redemptions and Maturities of Long-term Debt Ameren Missouri:

6.70% Senior secured notes due 2019 february 329

6.00% Senior secured notes due 2018 April

179

5. 10% Senior secured notes due 2018 August

199 Ameren Illinois:

625% Senior secured notes due 2018 April

144 5.7t)% first mortgage bonds due 2024 September (c)

Total Ameren long-term debt redemptions and maturities 329 522 (a)

Ameren issued a total of0.7 million and 0.9 million shares ofcommon stock under its DRP1us and 401(k) plan in the nine months ended September 30, 2019 and 2018, respectively.

(b)

Excludes 0.8 million shares ofcommon stock valued at $54 million and 0.7 million shares ofcommon stock valued at $35 million issued in connection with stock-based compensation for the nine months ended September 30, 2019 and 201$, respectively.

(c)

Less than $1 million 5$

See Note 4 Long-Term Debt and Equity Financings under Part I, Item 1, ofthis report for additional information, including proceeds from issuances of long-term debt, the use ofthose proceeds, Amerens forward equity sale agreement relating to 7.5 million shares ofcommon stock, and Ameren Illinois extinguishment of senior unsecured notes.

Indebtedness Provisions and Other Covenants See Note 3 Short-term Debt and Liquidity under Part I, Item 1, ofthis report and Note 4 Short-term Debt and Liquidity and Note 5 Long-term Debt and Equity Financings under Part II, Item 8, ofthe Form 10-K for a discussion ofprovisions (and applicable cross-default provisions) and covenants contained in our credit agreements, in ATXIs note purchase agreement, and in certain ofthe Ameren Companies indentures and articles of incorporation.

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

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

Dividends The amount and timing of dividends payable on Amerens common stock are within the sole discretion ofAmerens board of directors. Amerens board of directors has not set specific targets or payout parameters when declaring common stock dividends, but it considers various factors, including Amerens overall payout ratio, payout ratios ofour peers, projected cash flow and potential future cash flow requirements, historical earnings and cash flow, projected earnings, impacts ofregulatory orders or legislation, and other key business considerations. Ameren expects its dividend payout ratio to be between 55% and 70% of annual earnings over the next few years. On October 11, 2019, Amerens board ofdirectors declared a quarterly common stock dividend of49.5 cents per share payable on December 3 1, 20 19, to shareholders ofrecord on December 1 1, 20 1 9, resulting in an annualized equivalent dividend rate of $1

. 98 per share. The previous annualized equivalent dividend rate, based on the common stock dividend declared and paid in the third quarter of2019, was $1.90 per share.

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

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

Nine Months 2019 2018 Ameren 350 S

334 Arneren Missouri 250 225 ATXI 15 55 Commitments For a listing of our obligations and commitments, see Other Obligations in Note 9 Commitments and Contingencies under Part I, Item 1, ofthis report. See Note 10 Retirement Benefits under Part II, Item 8, of the Form 10-K for information regarding expected minimum ftinding levels for our pension plan.

59

Off-balance-sheet Arrangements At September 30, 2019, none ofthe Ameren Companies had any significant off-balance-sheet financing arrangements, other than variable interest entities, letters ofcredit, and Ameren (parent) guarantee arrangements on behalfofits subsidiaries. See Note 1 Summary ofSignificant Accounting Policies under Part I, Item 1, ofthis report for further detail concerning variable interest entities.

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

The following table presents the principal credit ratings by Moodys and S&P, as applicable, effective on the date ofthis report:

Moodys S&P Ameren:

Issuer/corporate credit rating Baal BBB+

Senior unsecured debt Baal BBB Commercial paper P-2 A-2 Ameren Missouri:

Issuer/corporate credit rating Baa!

BBB+/-

Secureddebt A2 A

Senior unsecured debt Baal Not Rated Commercial paper P-2 A-2 Ameren Illinois:

Issuer/corporate credit rating A3 BBB+

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

Collateral Postings Any weakening ofour credit ratings may reduce access to capital and trigger additional collateral postings and prepayments. Such changes may also increase the cost ofborrowing, resulting in an adverse effect on earnings. Cash collateral postings and prepayments made with external parties, including postings related to exchange-traded contracts, and cash collateral posted by external parties were immaterial at September 30, 20 1 9. A sub-investment-grade issuer or senior unsecured debt rating (below Baa3 from Moodys or below BBB-from S&P) at September 30, 2019, could have resulted in Ameren, Ameren Missouri, or Ameren Illinois being required to post additional collateral or other assurances for certain trade obligations amounting to $155 million, $1 19 million, and $36 million, respectively.

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

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

As part ofAmerens strategic plan, we pursue projects to meet our customers energy needs and to improve electric and natural gas system reliability, safety, and security within our service territories. Ameren also evaluates competitive electric transmission investment 6t)

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

Below are some key trends, events, and uncertainties that may reasonably affect our results ofoperations, fmancial condition, or liquidity, as well as our ability to achieve strategic and fmancial objectives, for 2019 and beyond.

Operations In 2018, Missouri Senate Bill 564 was enacted and Ameren Missouri elected PISA in accordance with the provisions ofthe law. Pursuant to its PISA election, Ameren Missouri is permitted to defer and recover 85% ofthe depreciation expense and a weighted average cost ofcapital 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 ofcapital, with all approved PISA deferrals added to rate base prospectively and recovered over a period of2O years following a regulatory rate review. Additionally, under the RESRAM, Ameren Missouri is permitted to recover the 15% of depreciation expense and weighted-average cost of capital return for renewable generation plant placed in service and not recovered under PISA. Accumulated RESRAM deferrals earn carrying costs at short-term interest rates. PISA and the RESRAM mitigate the effects ofregulatory lag between regulatory rate reviews. Those investments not eligible for recovery under PISA and the remaining 15% of certain property, plant, and equipment placed in service, unless eligible for recovery under the RESRAM, remain subject to regulatory lag. Ameren Missouri recognizes the cost of debt on PISA deferrals in revenue, instead ofusing the weighted average cost of capital, both debt and equity, which will ultimately be recognized in revenues when recovery of such deferrals are reflected in customer rates. As a result of the PISA election, additional provisions ofthe 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 ofan extension through December 202$. In January 2019, the MoOPC filed an appeal with the Missouri Court ofAppeals, Western District, challenging the MoPSCs December 20 1 $ order allowing Ameren Missouri to recover, through the RESRAM, the 15% of depreciation expense and weighted average cost ofcapital return not recovered under PISA. In October 2019, the Missouri Court ofAppeals, Western District upheld the MoPSCs order. In November 2019, the MoOPC filed a request for appeal ofthe MoPSCs order to the Missouri Supreme Court. The RESRAM is designed to mitigate the impacts of regulatory lag for the cost of compliance with renewable energy standards, including recovery of investments in wind and other renewable energy generation, by providing more timely recovery of costs and a return on investments not already provided for in customer rates or recovered under PISA.

In February 2019, Ameren Missouri announced its Smart Energy Plan, which includes a five-year capital investment overview with a detailed one-year plan for 20 1 9. The plan is designed to upgrade Ameren Missouris electric infrastructure and includes investments that will upgrade the grid and accommodate more renewable energy. Investments under the plan are expected to total approximately $6.3 billion over the five-year period from 2019 through 2023, with expenditures largely recoverable under PISA and the RESRAM. As a part of its Smart Energy Plan, Ameren Missouri expects to build solar generation facilities, including utility scale facilities and nonresidential customer site facilities. In September 2019, Ameren Missouri filed for certificates of convenience and necessity with the MoPSC to build three solar facilities in its service territory. Each 10-megawatt solar energy generation facility will connect to battery storage in order to improve system reliability. All three facilities are expected to be completed by the end of2020. Also in 2019, the MoPSC approved Ameren Missouris Charge Ahead program, which provides incentives for the development of over 1,000 electric vehicle charging stations along highways and at various locations in communities throughout Ameren Missouris service territory. The purpose ofthe program is to promote the development of electric vehicle charging infrastructure that will enable long-distance electric vehicle travel and encourage electrification of the transportation sector.

In 201$, the MoPSC issued an order approving Ameren Missouris MEEIA 2019 plan. The plan includes a portfolio ofcustomer 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 ofthe 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. Ifthe target goals are achieved for 2t)19, 2020, and 2021, additional revenues of$7 million, $10 million, and $13 million would be recognized in late 2020, 2021, and 2022, respectively. Incremental additional revenues of$l million, $3 million, and $3 million may be earned for 2019, 2020, and 2021, respectively, ifAmeren Missouri exceeds its targeted energy savings goals. Ameren Missouri recognized $2$ million, $11 million, and $3$ million in revenues related to MEEIA performance incentives in 2017, 201$,

and during the nine months ended September 30, 2019, respectively.

In June 20 1 $, the MoPSC approved Ameren Missouris Renewable Choice Program, which allows large commercial and industrial customers and municipalities to elect to receive up to 100% oftheir energy from renewable resources. The tariff-based program is designed to recover the costs of the election, which includes a return on any generation owned by Ameren Missouri. Based on customer 61

contracts, the program enables Ameren Missouri to supply up to 400 megawatts ofrenewable wind energy generation, up to 200 megawatts ofwhich 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 MISt) or other RTOs, and FERC approval. Any owned generation under this program 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 2020. Ameren Missouri-owned generation associated with this program, if any, is not expected to be placed into service before 202 1

. Without extension, the option to elect into the program will terminate in the third quarter of 2023.

In July 2019, Ameren Missouri filed a request with the MoPSC seeking approval to decrease its annual revenues for electric service by $1 million. The electric rate decrease request is based on a 9.95% return on common equity, a capital structure composed of5l.9% common equity, a rate base of$8.O billion, and a test year ended December 3 1, 20 1 8, with certain pro-forma adjustments expected through an anticipated true-up date of December 3 1, 2019. Pro-forma adjustments are also expected for fuel costs, transportation costs, MISO multi-value transmission project expenses, and payroll costs effective as of January 1, 2020. The MoPSC proceeding relating to the proposed electric service rate changes will take place over a period ofup to 1 1 months, with a decision by the MoPSC expected by late April 2020 and new rates effective by late May 2020. A 50 basis point change in Ameren Missouris return on common equity would result in an estimated $20 million change in Amerens and Ameren Missouris net income, based on Ameren Missouris current electric rate base.

In August 2019, the MoPSC issued an order approving a stipulation and agreement to decrease Ameren Missouris annual revenues for natural gas delivery service by $1 million. The decrease in annual rates is based on a return on common equity range of9.4% to 9.95% and a capital structure composed of 52.0%

common equity, which was Ameren Missouris capital structure as ofMay 31, 2019. This order allows for the use ofISRS, which will be calculated using an ROE of 9.725%. The order represents a $1 million increase to Ameren Missouris annual revenues for natural gas delivery service from interim rates, which were approved by the MoPSC in I)ecember 2018. The new rates became effective September 1, 2019.

Arneren 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. ATM is developing two MISO-approved multi-value projects: the Illinois Rivers and Mark Twain projects. The Illinois Rivers project involves the construction of a transmission line from eastern Missouri across Illinois to western Indiana. Construction ofthe Illinois Rivers project is substantially complete, with the last section expected to be completed in 2020.

The Mark Twain project involves the construction of a transmission line from northeast Missouri, connecting the Illinois Rivers project to Iowa. Construction ofthe Mark Twain project began in the second quarter of20l$. In June 2019, the first section ofthe Mark Twain project was completed from Kirksville, Missouri to the Iowa border, and the remaining section is expected to be completed by the end of2019. ATXIs expected investment in 2019 and 2020 to complete its multi-value projects is approximately $200 million, with the total investment expected to be more than $1.6 billion.

Ameren Illinois and ATXI use a forward-looking rate calculation with an annual revenue requirement reconciliation for each companys electric transmission business. Based on expected rate base growth and the currently allowed 1 0. 82% return on common equity, the revenue requirements that will be included in 2020 rates for Ameren Illinois and ATXIs electric transmission businesses are $3 17 million and $195 million, respectively. These revenue requirements represent an increase in Ameren Illinois and ATXIs revenue requirements of $20 million and $ 1 8 million, respectively, from the revenue requirements reflected in 2019 rates, primarily due to the expected rate base growth. These rates will affect Ameren Illinois and ATXIs cash receipts during 2020, but will not determine their respective electric transmission service operating revenues, which will instead be based on 2020 actual recoverable costs, rate base, and return on common equity as calculated under the FERC formula ratemaking framework.

The return on common equity for MISt) transmission owners, including Ameren Illinois and ATXI, is the subject of a FERC complaint case filed in February 20 1 5 challenging the allowed base return on common equity. Ameren Illinois and ATXI currently use the FERC authorized total allowed return on common equity of 10.82% in customer rates. A final fERC order would establish the allowed return on common equity to be applied to the 15-month period from February 2015 to May 2016 and also establish the return on common equity to be included in customer rates prospectively from the effective date of such order, replacing the current 10.82% total return on common equity. In October 2018, the FERC issued an order in an unrelated case that proposed a new methodology for determining the base return on equity, which required further briefs from the participants. In November 2018, the FERC issued an order related to the February 2015 complaint case and the September 2016 order, which required participants to file briefs in February 2019 regarding the FERCs proposed methodology for determining the base return on common equity, including whether and how to apply the proposed methodology to the two MISO complaint cases. In March 2019, the fERC issued separate Notices oflnquiry regarding its allowed base return on common equity policy and its transmission incentives policy. Initial comments were due by June 2019, and reply comments were due by late August 2019. The Notice oflnquiry addressing the FERCs return on common equity policy, among other things, broadened the ability to comment on the new methodology beyond electric utilities that are participants in the complaint cases. The transmission incentives Notice oflnquiry was open for comment on the fERCs transmission incentive policy, including incentive adders to the return on common equity. Ameren is unable to predict the ultimate impact ofthe proposed methodology on these complaint cases 62

or the Notices oflnquiry at this time. As the FERC is under no deadline to issue a final order, the timing ofthe final order in the February 2015 complaint case and any potential impact to the amounts refunded as a result ofthe September 2016 order is uncertain. See Note 2 Rate and Regulatory Matters under Part I, Item 1, ofthis report for more information regarding FERC complaint cases. A 50 basis point reduction in the FERC-allowed base return on common equity would reduce Amerens and Ameren Illinois net income by an estimated $9 million and $5 million, respectively, based on each companys 2019 projected rate base.

In 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 20 1 9. 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 m a given year with the revenue requirement that was reflected in customer rates for that year. Unless extended, the formula ratemakmg framework expires at the end of 2022, while the decoupling provisions extend beyond the end ofthe formula ratemaking by law.

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 20 1 9 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 ofthe monthly yields ofthe 30-year United States Treasury bonds would result in an estimated $8 million change in Amerens and Ameren Illinois net income, based on Ameren Illinois 2019 projected year-end rate base.

In April 201 9, Ameren Illinois filed its annual electric distribution service formula rate update to establish the revenue requirement to be used for 2020 rates with the ICC. Pending ICC approval, this update filing will result in a $7 million decrease in Ameren Illinois electric distribution service rates, beginning in January 2020. These rates will affect Ameren Illinois cash receipts during 2020, but will not affect electric distribution service revenues, which will be based on actual recoverable costs, rate base, and return on common equity as calculated under the Illinois performance-based formula ratemaking framework.

Ameren Illinois expects to file for a natural gas delivery service regulatory rate review in early 2020 with a future test year ended December 3 1, 202 1

. Ameren Illinois current allowed return on equity for natural gas delivery service is 9.87%, with a capital structure composed ofSO% common equity, a rate base of

$1.6 billion, and a 2019 future test year.

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 ofthe 30-year United States Treasury bonds plus 580 basis points. The equity portion ofAmeren 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 approximately $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 ifthere are insufficient cost-effective programs available or ifthe 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.

Ameren Missouris next refueling and maintenance outage at its Callaway energy center is scheduled for the fall of 2020. During a scheduled outage, which occurs every 1 8 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 Missouris purchased power costs may increase and the amount of excess power available for sale may decrease versus non-outage years. Changes in purchased power costs and excess power available for sale are included in the FAC, which results in limited impacts to earnings. In October 20 1 9, Ameren Missouri filed a request with the MoPSC for deferral accounting treatment that would allow Ameren Missouri to defer and amortize maintenance expenses related to scheduled refueling and maintenance outages at its Callaway nuclear energy center. These expenses would be amortized over the period between refueling and maintenance outages, which is approximately 1 8 months. Ameren Missouri cannot predict the ultimate outcome ofthis regulatory proceeding. Ifthe request is approved prior to the fall 2020 reftielmg and maintenance outage, Ameren Missouri would defer the maintenance expenses incurred related to the outage as a regulatory asset and begin to amortize those expenses after completion ofthe outage.

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 ofinvestments 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 oftheir customers. Ameren Missouri and Ameren Illinois continue to face cost recovery pressures, including limited economic growth in their service territories, customer conservation efforts, the impacts of additional customer energy-efficiency programs, and increased customer use of increasingly cost-effective technological advances, including private generation and energy storage. However, over the long-term, we expect the decreased demand to be partially offset by increased demand resulting from increased electrification of the economy for efficiencies and as a means to address CO2 emission concerns. Increased investments, including expected future 63

investments for environmental compliance, system reliability improvements, and potential new generation sources, result in rate base and revenue growth but also higher depreciation and financing costs.

For additional information regarding recent rate orders, lawsuits, and pending requests filed with state and federal regulatory commissions, see Note 2 Rate and Regulatory Matters under Part I, Item 1, ofthis report and Note 2 Rate and Regulatory Matters under Part II, Item 8, ofthe form 10-K.

Liquidity and Capital Resources Ameren Missouris 2017 IRP targets cleaner and more diverse sources ofenergy generation, including solar, wind, natural gas, hydro, and nuclear power. It also includes expanding renewable sources by adding at least 700 megawatts ofwind generation by the end of2020 in Missouri and neighboring states and adding 100 megawatts of solar generation by 2027. These new renewable energy sources would support Ameren Missouris compliance with the state of Missouris requirement ofachievmg 15% ofnative 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 Missouris plan for the addition ofrenewable 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 Missouris ability to obtain timely interconnection agreements with MISO or other RTOs at an acceptable cost; and Ameren Missouris ability to obtain a certificate ofconvenience and necessity from the MoPSC, and any other required project approvals.

Ameren Missouri expects to file its next IRP in September 2020.

In connection with the 2017 IRP filing, Ameren Missouri established a goal ofreducing CO2 emissions 80% by 2050 from a 2005 base level. Ameren Missouri is also targeting a 35% CO2 emission reduction by 2030 and a 50% reduction by 2040 from the 2005 level. In order to meet these goals, among other things, Ameren Missouri expects to retire its coal-fired generation at the end ofeach energy centers useful life. The Meramec, Sioux, Labadie, and Rush Island energy centers are expected to be retired in 2022, 2033, 2042, and 2045, respectively. As ofDecember 31, 2018, rate base at Ameren Missouris coal-fired energy centers was approximately $0.8 billion, $0.6 billion, $0.4 billion, and $0.2 billion for the Labadie, Sioux, Rush Island, and Meramec energy centers, respectively.

In May 2019, Ameren Missouri entered into a build-transfer agreement to acquire, after construction, an up-to 300-megawatt wind generation facility. In 2018, Ameren Missouri entered into a build-transfer agreement to acquire, after construction, an up-to 400-megawatt wind generation facility. The two build-transfer agreements, which are subject to customary contract terms and conditions, collectively represent approximately $ 1.2 billion of capital expenditures, are expected to be completed by the end of2020, and would support Ameren Missouris compliance with the Missouri renewable energy standard. Both acquisitions have received all regulatory approvals, and both projects have received all applicable zoning approvals, have entered into RTO interconnection agreements, and have begun construction activities. The county zoning approval process for the Schuyler County portion ofthe 400-megawatt project is subject to litigation filed in August 2019, which is not expected to affect the completion ofthe project by the end of2020. See Note 2 Rate and Regulatory Matters under Part I, Item 1, ofthis report for more information regarding Ameren Missouri wind generation facilities.

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) ofcapital expenditures during the period from 2019 through 2023. Amerens and Ameren Missouris estimates include approximately $1 billion in 2020 for capital investment in wind generation facilities and exclude any capital expenditures related to pollution control equipment that may be required as a result ofthe NSR and Clean Air Act litigation discussed in Note 9 Commitments and Contingencies under Part I.

Item 1, ofthis report.

Environmental regulations, including those related to CO2 emissions, or other actions taken by the EPA, could result in significant increases in capital expenditures and operating costs. Certain ofthese regulations are being challenged through litigation, or reviewed or recommended for repeal by the EPA, or new replacement or alternative regulations are being contemplated, proposed, or adopted by the EPA and state regulators. The ultimate implementation of any of these regulations, as well as the timing of any such implementation, is uncertain. Ilowever, 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 ofsome ofAmeren Missouris coal-fired energy centers. Ameren Missouris capital expenditures are subject to MoPSC prudence reviews, which could result in cost disallowances as well as regulatory lag. The cost ofAmeren 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 Missouris 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.

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In August 20 1 9, Ameren entered into a forward sale agreement with a counterparty relating to 7. 5 million shares of common stock. The forward sale agreement can be settled at Amerens discretion on or prior to March 31, 2021. On a settlement date or dates, ifAmeren elects to physically settle the forward sale agreement, Ameren will issue shares of common stock to the counterparty at the then-applicable forward sale price. The forward sale agreement will be physically settled unless Ameren elects to settle in cash or to net share settle. Ifphysically settled, Ameren expects to receive between $540 million and $550 million upon settlement. See Note 4 Long-Term Debt and Equity Fmancings under Part I, Item 1, ofthis report for additional information.

The Ameren Companies have multiyear credit agreements that cumulatively provide $2.1 billion ofcredit 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. The Ameren Companies expect to amend and extend these credit agreements in the fourth quarter of2Ol9. See Note 3 Short-term Debt and Liquidity under Part I, Item 1, ofthis report for additional information regarding the Credit Agreements. Ameren Illinois expects to issue long-term debt in the fourth quarter of2019. 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.

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 ofthese cash requirements, beginning in 2018, Ameren began using newly issued shares ofcommon stock, rather than market-purchased shares, to satisfy requirements under its DRP1us 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 ftind a portion ofAmeren Missouris wind generation investments through the settlement ofthe forward sale agreement discussed above. 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 ofDecember 31, 201$. Ameren Missouri and Ameren Illinois expect to fund cash flow needs through debt issuances, adjustments of dividends to Ameren (parent), and/or capital contributions from Ameren (parent).

Federal income tax legislation enacted under 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, 201$.

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 carryfonvards until about 2020. Customer rates were also reduced to reflect the return ofexcess 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.

In 201$, our rate-regulated businesses began to amortize excess deferred taxes. Ameren Illinois and ATXIs income tax expense for the year ended December 3 1, 201 $, reflect a full year of amortization, while Ameren Missouris income tax expense for the year ended December 3 1, 20 1 $, reflects five months ofamortization related to its electric business, in accordance with a MoPSC order received in July 201$. The amortization ofsuch balances related to Ameren Missouris gas business started in January 2019, in accordance with a MoPSC order received in December 201$. These amortizations reduce our income tax expense and effective tax rates. Due to formula ratemaking, Ameren Illinois Electric T)istribution and Ameren Transmission have an offsetting reduction in revenue from customers, with no overall impact on earnings. Ameren Missouri and Ameren Illinois Natural Gas interim period earnings comparisons between 20 1 9 and 20 1 $ may be affected by timing differences between income tax expense and revenue reductions based on their revenue patterns; however, no material impact to year-over-year earnings is expected.

As of September 30, 2019, Ameren had $$$ million in tax benefits related to federal and state income tax credit carryforwards. Ameren has utilized all tax benefits from net operating loss carryforwards. Future expected income tax payments and refunds are based on planned capital expenditures and any related income tax credits and, in the case ofAmeren Missouri and Ameren Illinois, consistent with the tax allocation agreement between Ameren (parent) and its subsidiaries. Ameren expects to make income tax payments between $10 million and $50 million in each year from 2019 to 2023, totaling $135 million to

$l$5 million for the five-year period. Ameren Missouri expects to make income tax payments to Ameren (parent) ofapproximately $1 10 million in 2019 and between $20 million and $30 million in 2020. Additionally, Ameren Missouri expects to receive refunds from Ameren (parent) in each year from 2021 to 2023, totaling $30 million to $60 million for the three-year period. Ameren Illinois expects to make income tax payments to Ameren (parent) between $10 million and $40 million in 2019 and 2020 and between $50 million and $70 million in each year from 2021 to 2023, totaling $200 million to $250 million for the five-year period.

The above items could have a material impact on our results of operations, financial position, and liquidity. Additionally, in the ordinary course of business, we evaluate strategies to enhance our results of operations, financial position, and liquidity. These strategies may include 65

acquisitions, divestitures, opportunities to reduce costs or increase revenues, and other strategic initiatives to increase Amerens shareholder value. We are unable to predict which, if any, of these initiatives will be executed. The execution of these initiatives may have a material impact on our future results of operations, financial position, or liquidity.

REGULATORY MATTERS See Note 2 Rate and Regulatory Matters under Part I, Item 1, ofthis report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There have been no material changes to the quantitative and qualitative disclosures about interest rate risk, credit risk, and investment price risk, included in the Form 10-K. See Item 7A under Part II ofthe Form 10-K for a more detailed discussion ofour market risk.

Commodity Supplier and Price Risk In 20 19, two of Ameren Missouri s ultra-low-sulfur coal suppliers filed voluntary petitions for restructuring under Chapter 1 1 ofthe United States Bankruptcy Code. Ameren Missouri expects to replace any resulting volume shortfall through its other coal supply contracts or through market purchases. As of September 30, 2019, forward market prices for coal were comparable to Ameren Missouris contracted prices with these two suppliers. As such, Ameren Missouri does not expect any material impact to its operations as a result ofthese restructuring proceedings.

ITEM 4. CONTROLS AND PROCEDURES.

(a)

Evaluation ofDisclosure Controls and Procedures As of September 30, 2019, evaluations were performed under the supervision and with the participation ofmanagement, including the principal executive officer and the principal financial officer ofeach ofthe Ameren Companies, ofthe effectiveness ofthe design and operation ofsuch registrants disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) ofthe Exchange Act). Based on those evaluations, as ofSeptember 30, 2019, the principal executive officer and the principal financial officer ofeach ofthe Ameren Companies concluded that such disclosure controls and procedures are effective to provide assurance that information required to be disclosed in such registrants reports filed or submitted under the Exchange Act is recorded. processed, summarized, and reported within the time periods specified in the SECs rules and forms and such information is accumulated and communicated to its management, including its principal executive officer and its principal financial officer, to allow timely decisions regarding required disclosure.

(b) Changes in Internal Controls over Financial Reporting There has been no change in any ofthe Ameren Companies internal control over financial reporting during their most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, each oftheir internal control over financial reporting.

PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS.

We are involved in legal and administrative proceedings before various courts and agencies with respect to matters that arise in the ordinary course of business, some ofwhich involve substantial amounts ofmoney. We believe that the final disposition ofthese proceedings, except as otherwise disclosed in this report, will not have a material adverse effect on our results ofoperations, financial position, or liquidity. Risk ofloss is mitigated, in some cases, by insurance or contractual or statutory indemnification. Material legal and administrative proceedings, which are discussed in Note 2 Rate and Regulatory Matters, Note 9

Commitments and Contingencies, and Note 10 Callaway Energy Center, under Part I, Item 1, ofthis report include the following:

Ameren Missouris electric service regulatory rate review filed with the MoPSC in July 2019; the November 2019 request filed by the MoOPC to appeal the MoPSCs December 2018 order in the RESRAM case to the Missouri Supreme Court; Ameren Missouris request for deferral accounting treatment ofrnaintenance expenses related to scheduled Callaway refueling and maintenance outages filed with the MoPSC in October 2019; Ameren Illinois annual electric distribution service formula rate update filed with the ICC in April 2019; Ameren Illinois annual electric energy-efficiency formula rate update filed with the ICC in May 2019; the February 2015 complaint case filed with the FERC seeking a reduction in the allowed base return on common equity under the MISO tariff, 66

the November 201 8 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 March 2019 FERC separate Notices of Inquiry regarding its allowed base return on common equity policy and its transmission incentives policy; litigation against Ameren Missouri with respect to NSR and the Clean Air Act; and remediation matters associated with former MGP sites ofAmeren Illinois.

ITEM 1A. RISK FACTORS.

There have been no material changes to the risk factors disclosed in Part I, Item 1A, Risk Factors in the form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Ameren Corporation, Ameren Missouri, and Ameren Illinois did not purchase equity securities reportable under Item 703 ofRegulation S-K during the period from July 1, 2019, to September 30, 2019.

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ITEM 6. EXHIBITS.

The documents listed below are being filed or have previously been filed on behalfofthe Ameren Companies and are incorporated herein by reference from the documents indicated and made a part hereof Exhibits not identified as previously filed are filed herewith.

Exhibit Designation Registrant(s)

Nature of Exhibit Previously Filed as Exhibit to:

Instruments Defining Rights of Security Holders, Including Indentures

4. 1 Ameren Ameren Indenture Conwany Order. dated September 16, 2019, establishing the 2.50%

September 16, 2019 form 8-K, Exhibits 4.3 Senior Notes due 2024 (including the global note) and 4.4, file No. 1-14756 4.2 Arneren IThird Supplemental Indentttre to the CILCO Indenture. dated as ofOctober 15. 2019.

Ameren Illinois amen(tina the CI1.C() Indenture 4.3 Arneren Supplemental Indenture, dated as ofOctober 15, 2019, to Anieren Illinois Mortgage for Ameren Illinois first Mortgage Bonds. Senior Notes Series CILCO-AA 4.4 Arneren Foututh Supplemental Indentttre to the Ameren Illinois Itidenttire. dated as ofOctoher I 5, Ameren Illinois 4.5 Ameren Aineren Illinois Indenture tompanv Order, dated October 30, 2019, establishing Senior Ameren Illinois Notes Series CILCO-AA 4.6 Ameren Global Senior Note Series CII.CO-AA Arneren Illinois Material Contracts 10.1 Arneren Forssard Sale Agreement, dated Autiist 5, 2019, between Ameren and Goldman Sachs &

August 7, 2019 form 8-K, Exhibit 10 file Co. I.l.C, as the forward Purchaser No. l-t4756 10.2 Ameren Companies Revised Schedule I to Second Amended and Restated Ameren Change of Control Severance Plan, as amended Rule 13a-14(a) I 15d-14(a) Certifications

31. 1 Ameren Rutle 13a-14(aYlSd-14(a) Certification ofPnncipal Executive Officer ofAmeren 3 1.2 Ameren Rutle 1 3a-1 4(a)/i Sd-14(a) Certification of Principal financial Officer of Arneren 31.3 Ameren Missouri Rule 13a-14(aVl5d-14(a) CertiiIcation ofPrincipal Executive Officer of Arneren Missouri 3 1.4 Amercn Missouri Rule 1 3a-1 4(a)/I 5d-14(a) Certification ofPdncipal financial Officer of Ameren Missotiri 31 5 Ameren Illinois Rule 13a 14(a)/15d 14(a) Certtfiaton ofPnncipal Executive Officer ofAmen.n Illinois 3 1.6 Ameren Illinois Rule I 3a-1 4(a)/I 5d-14(a) Certification ofPdncipal Financial C)fticer ofAmeren Illinois Section 1350 Certifications 32.1 Amcrcn Section I35t) Certification ofPdncipal Executive Officer and Principal Financial Officer of Aisieren 32.2 Ameren Missouri Section 1350 Certification ofPnncipal Exectitivc Officer and Principal financial Officer ofAmeren Missouri 32.3 Anseren Illinois Section 1 35() Certification of Principal Executis e ()fficer and Principal Financial C)fflcer otAmeren Illinois Interactive Data Files l0l.INS Amcren Companies Inline XBRL Instance Document

- the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document I0lSCH Ameren Companies Inline XBRL Taxonomy Extension Schema Document l01.CAL Ameren Companies Inline XBRL Taxonomy Extension Calculation Linkbase Document I01.LAB Ameren Companies Inline XBRL Taxonomy Extension Label Linkbase Document l01.PRE Ameren Companies Inline XBRL Taxonomy Extension Presentation Linkbase Document l01.DEF Ameren Companies Inline XBRL Taxonomy Extension Definition Document 104 Ameren Companies Cover Page Interactive Data file (formatted as Inline XBRL and contained in Exhibit 101)

The file number references for the Ameren Companies filings with the SEC are: Ameren, 1-14756; Ameren Missouri, 1-2967; and Ameren Illinois, 1-3672.

Each registrant hereby undertakes to furnish to the SEC upon request a copy of any long-term debt instrument not listed above that such registrant has not filed as an exhibit pursuant to the exemption provided by Item 601(b)(4)(iii)(A) ofRegulation S-K.

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SIGNATURES Pursuant to the requirements ofthe Exchange Act, each registrant has duly caused this report to be signed on its behalfby the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

AMEREN CORPORATION (Registrant)

/5/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

Executive Vice President and Chieffinancial Officer (Principal Financial Officer)

UNION ELECTRIC COMPANY (Registrant)

Is! Martin 3. Lyons, Jr.

Martin J. Lyons, Jr.

Executive Vice President and Chieffinancial Officer (Principal Financial Officer)

AMEREN ILLINOIS COMPANY (Registrant)

/5/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

Executive Vice President and ChiefFinancial Officer (Principal Financial Officer)

Date: November 8, 2019 69

Exhibit 4.2 THIRD SUPPLEMENTAL INDENTURE (CILCO INDENTURE)

Dated as ofOctober 15, 2019 THIS THIRD SUPPLEMENTAL INDENTURE to the Indenture referred to below is dated as ofOctober 15, 2019 (this Supplemental Indenture) between AMEREN ILLINOIS COMPANY, an Illinois corporation (the Company), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NA.

(formerly The Bank ofNew York Trust Company, NA.) (the Trustee).

Central Illinois Light Company (CILCO) and the Trustee executed an Indenture, dated as ofJune 1, 2006 (as supplemented and amended, the Indenture), providing, among other things, for the issuance from time to time ofCILCOs Notes.

On October 1, 2010, CILCO and Illinois Power Company (j) were merged into the Company (the Merger) whereby the Company was the surviving corporation. The Indenture was supplemented by the First Supplemental Indenture, dated as of October 1, 20 10, pursuant to which the Company, among other things, assumed the obligations of CILCO under the Indenture and the Notes and was substituted for CILCO under the Indenture.

The Indenture was amended by the Second Supplemental Indenture dated as of July 2 1, 201 1.

As ofthe date hereof the only Outstanding Notes are $42,000,000 aggregate principal amount ofCILCOs 6.70% Senior Secured Notes due 2036 (the 2036 Notes), which Notes were authenticated and delivered pursuant to the Company Order dated June 14, 2006.

Pursuant to Section 13. 0 1 of the Indenture, the Company, when authorized by Board Resolution, and the Trustee may enter into an indenture supplemental to the Indenture for one or more of the purposes set forth in such Section 13. 01 without the consent of the Holders of any of the Notes at the time Outstanding, including (a) to add to the security for all ofthe Notes and (b) to make such provision in regard to matters or questions arising under the Indenture as may be necessary or desirable, and not inconsistent with the Indenture or prejudicial to the interests ofthe Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision.

The Company has elected to extend the Lien ofthe IP Mortgage (as defined below) to certain Operating Property owned by CILCO immediately prior to the Merger (other than property expressly excepted and excluded from the Lien of the IP Mortgage) of the same kind and character as the properties ofIP that were subject to such Lien immediately prior to the Merger, certain franchises, permits, licenses, easements and rights ofway, and improvements, extensions and additions to such properties and renewals, replacements and substitutions of or for any part or parts of such properties. To secure the Outstanding Notes equally and ratably with the Debt ofthe Company secured by such Lien as provided in Section 6.07 ofthe Indenture, the Company has elected to amend the Indenture to add a new Article XVI to the Indenture and, pursuant thereto, will deliver to the Trustee (a) the IP Senior Notes (as defined below) in an aggregate principal amount equal to the aggregate principal amount ofthe Outstanding Notes, which IP Senior Notes will be secured by an equal aggregate principal amount of bonds issued under the IP Mortgage to the IP Indenture Trustee (as defined below) until an IP Release Date (as defined below) occurs, and (b) the Officers Certificate and Opinion ofCounsel provided in Section 6.07(c) ofthe Indenture.

The Company has directed the Trustee to execute and deliver this Supplemental Indenture in accordance with the terms ofthe Indenture.

All acts and requirements necessary to make this Supplemental Indenture the legal, valid and binding obligation ofthe Company have been done.

In consideration of the foregoing premises, the parties mutually agree as follows for the benefit of each other and for the equal and ratable benefit ofthe 1-lolders ofthe 2036 Notes:

ARTICLE I DEFINITIONS Section 1

. 1 Definitions. Except as otherwise defined herein, capitalized terms defined in the Indenture are used herein as therein defmed.

ARTICLE II AMENDMENTS TO INDENTURE Section 2. 1 Amendment to add new definitions to the Indenture. On and after the date hereof the Indenture shall be amended to add the following definitions to Section 1.03 thereofreading as follows:

2036 NOTES shall mean the 6.70% Senior Secured Notes due 2036 authenticated and delivered under the Indenture pursuant to the Company Order dated June 14, 2006.

IP INDENTURE shall mean the Indenture dated as ofJune 1, 2006 between Illinois Power Company (now the Company) and The Bank of New York Trust Company, NA. (now The Bank ofNew York Mellon Trust Company, NA.), as supplemented and amended from time to time.

CIP INDENTURE TRUSTEE shall mean the Person sewing as trustee at the time under the IP Indenture.

IP MORTGAGE shall mean the General Mortgage Indenture and Deed ofTrust, dated as ofNovember 1, 1992 between the Company (as successor to Illinois Power Company) and The Bank ofNew York Mellon Trust Company, NA. (as successor trustee to Harris Trust and Savings Bank),

as trustee, as supplemented and amended from time to time.

IP RELEASE DATE shall mean the earlier of(a) the date on which the Lien ofthe IP Mortgage on the Operating Property ofthe Company has been terminated or (b) the date on which all Debt of the Company (other than Notes then Outstanding under the Indenture) secured by the Lien of the IP Mortgage has been retired through payment, redemption, or otherwise at, before or after the maturity thereof or is no longer outstanding.

IP SENIOR NOTES shall mean the Senior Notes Series CILCO-AA, issued by the Company pursuant to the IP Indenture.

Section 2.2 Amendment to add a new Article XVI to the Indenture. On and after the date hereof, the Indenture shall be amended to add a new Article XVI after Article XV ofthe Indenture reading as follows:

ARTICLE XVI IP SENIOR NOTES Section 16.01 DELIVERY OF INITIAL SERIES OF IP SENIOR NOTES. Subject to the provisions of Section 16. 1 1 and Article V hereof the Company will deliver to the Trustee the IP Senior Notes in the aggregate principal amount of$42,000,000, fully registered in the name ofthe Trustee, in trust for the benefit of the Holders from time to time ofthe 203 6 Notes issued under this Indenture as security for any and all obligations of the Company under the 2036 Notes, including, but not limited to, (1) the full and prompt payment ofthe principal ofand premium, ifany, on the 2036 Notes when and as the same shall 2

become due and payable in accordance with the terms and provisions ofthis Indenture or the 2036 Notes, at the Maturity thereof and (2) the full and prompt payment ofany interest on the 2036 Notes when and as the same shall become due and payable in accordance with the terms and provisions of this Indenture or the 2036 Notes.

Section 16.02 RECEIPT. The Trustee acknowledges receipt ofthe IP Senior Notes described in Section 16.01 hereof.

Section 16.03 IP SEMOR NOTES fIELD BY THE TRUSTEE. The Trustee shall, as the holder ofIP Senior Notes, attend such meeting or meetings ofnoteholders under the IP Indenture or, at its option, deliver its proxy in connection therewith, as relate to matters with respect to which it is entitled to vote or consent. So long as no Event of Default hereunder shall have occurred and be continuing, either at any such meeting or meetings, or otherwise when the consent ofthe holders ofthe notes outstanding under the IP Indenture is sought without a meeting, the Trustee shall vote all IP Senior Notes then held by it, or consent with respect thereto, in accordance with instructions provided in a certificate of the Company or the IP Indenture Trustee, which instructions (a) shall direct the Trustee to so vote or consent in proportion with the vote or consent (as of 9:00 am. New York City time on the day of such vote or consent) ofthe holders of all other notes outstanding under the IP Indenture, the holders of which are eligible to vote or consent and (b) shall set forth said proportion, PROVIDED, W)WEVER, that the Trustee shall not so vote in favor of or so consent to, any amendment or modification of the IP Indenture which, if it were an amendment or modification of this Indenture, would require the consent of Holders, without their prior consent, obtained in the manner prescribed in Section 13.02, ofFlolders ofNotes which would be required under said Section 13.02 for such an amendment or modification ofthis Indenture.

Section 16.04 NO TRANSFER OF IP SEMOR NOTES; EXCEPTIONS. Except (i) as required to effect an assignment to a successor trustee under this Indenture, (ii) pursuant to Section 16.05 or Section 16.08 hereof or (iii) in compliance with a final order of a court of competent jurisdiction in connection with any bankruptcy or reorganization proceeding of the Company, the Trustee shall not sell, assign or transfer the IP Senior Notes, and the Company shall issue stop transfer instructions to the IP Indenture Trustee and any transfer agent under the IP Indenture to effect compliance with this Section 16.04.

Section 16.05 DELIVERY TO THE COMPANY OF ALL IP SENIOR NOTES. When the obligation ofthe Company to make payment with respect to the principal of and premium, if any, and interest on all IP Senior Notes shall be satisfied or deemed satisfied pursuant to Section 1 6. 1 1 hereof the Trustee shall, upon written request ofthe Company and receipt ofthe certificate ofthe Expert described in Section 16.06 hereof(ifsuch certificate is then required by Section 16.06 hereof), deliver to the Company without charge therefor all ofthe IP Senior Notes, together with such appropriate instruments oftransfer or release as may be reasonably requested by the Company. All IP Senior Notes delivered to the Company in accordance with this Section 16.05 shall he delivered by the Company to the IP Indenture Trustee for cancellation.

Section 16.06 FAIR VALUE CERTIFICATE. IfIP Senior Notes are delivered or surrendered to the Company pursuant to Section 1 6.05 or 16.0$ hereof the Company shall simultaneously therewith deliver to the Trustee a certificate ofan Expert (1) stating that such Expert is familiar with the provisions ofsuch IP Senior Notes and ofthis Indenture, (2) stating the principal amount ofsuch IP Senior Notes so delivered, the stated interest rate (or method ofcalculation ofinterest) ofsuch IP Senior Notes (ifany) and the stated maturity date ofsuch IP Senior Notes, (3) ifapplicable, identifying the 2036 Notes, the payment ofthe interest on and principal ofwhich has been discharged hereunder, (4) stating that such delivery and release will not impair the Lien ofthis Indenture in contravention ofthe provisions ofthis Indenture. If, prior to the IP Release Date, the fair value ofthe IP Senior Notes so delivered and released, as described in the certificate to be delivered pursuant to this Section 16.06, both (1) is equal to or exceeds (A) $25,000 and (B) 1%

of the principal amount of the Outstanding Notes at the date of release of such IP Senior Notes and (2) together with the fair value, as described in the certificates to be delivered pursuant to this 3

Section 16.06, ofall other IP Senior Notes released from the Lien ofthis Indenture since the commencement ofthe then current calendar year, is equal to or exceeds 10% ofthe principal amount ofthe 2036 Notes Outstanding at the date ofrelease ofsuch IP Senior Notes, then the certificate required by this Section 16.06 shall be delivered by an Expert who shall be independent ofthe Company.

If; in connection with a delivery or release ofoutstanding IP Senior Notes, the Company provides to the Trustee an Opinion ofCounsel stating that the certificate described by this Section 16.06 is not required by law, such certificate shall not be required to be delivered hereunder in connection with such delivery or release.

Section 16.07 FURTHER ASSURANCES. The Company, at its own expense, shall do such further lawful acts and things, and execute and deliver such additional conveyances, assignments, assurances, agreements, financing statements and instruments, as may be necessary in order to better assign, assure and confirm to the Trustee its interest in the IP Senior Notes and for maintaining, protecting and preserving such interest.

Section 16.08 EXCHANGE AND SURRENDER OF IP SENIOR NOTES. At any time a 2036 Note shall cease to be entitled to any Lien, benefit or security under this Indenture pursuant to Section 5.01(b) hereofand the Company shall have provided the Trustee with notice thereof, the Trustee shall surrender an equal principal amount ofthe IP Senior Notes, subject to the limitations ofthis Section 16.08, to the Company for cancellation.

The Trustee shall, together with such IP Senior Notes, deliver to the Company such appropriate instruments oftransfer or release as the Company may reasonably request. Prior to the surrender required by this paragraph, the Trustee shall receive from the Company the following, and (subject to Section 9.01 hereof) shall be ftilly protected in relying upon, an Officers Certificate stating (i) the aggregate outstanding principal amount ofthe IP Senior Notes surrendered by the Trustee, after giving effect to such surrender, (ii) the aggregate Outstanding principal amount ofthe 2036 Notes and (iii) that the surrender ofthe IP Senior Notes will not result in any default under this Indenture.

The Company shall not be permitted to cause the surrender or exchange of all or any part of the IP Senior Notes contemplated in this Section, if after such surrender or exchange, the aggregate Outstanding principal amount ofthe 2036 Notes would exceed the aggregate outstanding principal amount ofsuch IP Senior Notes held by the Trustee. Any IP Senior Notes received by the Company pursuant to this Section 16.02 shall be delivered to the IP Indenture Trustee for cancellation. Notwithstanding anything herein to the contrary, until the IP Release Date, the Company shall preserve and maintain the Lien of this Indenture, and shall not permit, at any time prior to the IP Release Date, the aggregate principal amount of IP Senior Notes held by the Trustee to be less than the aggregate amount of2036 Notes Outstanding.

Section 16.09 [Reserved]

Section 16. 1 0 TERMS of i SENIOR NOTES. The IP Senior Notes delivered to the Trustee pursuant to Section 1 6.0 1 hereofshall have the same stated maturity date and shall be in the same aggregate principal amount as, and have redemption provisions corresponding to, the 2036 Notes being issued; it being expressly understood that such IP Senior Notes may, but need not, bear interest, any such interest to be payable on the same Interest Payment Dates as the 2036 Notes.

Section 16.11 IP SENIOR NOTES AS SECURITY FOR NOTES. Until the IP Release Date and subject to Article V hereof, IP Senior Notes delivered to the Trustee, for the benefit ofthe Holders ofthe 2036 Notes, shall constitute part ofthe trust estate and security for any and all obligations of the Company under the 2036 Notes, including, but not limited to (1) the full and prompt payment ofthe principal of and premium, if any, on the 2036 Notes when and as the same shall become due and payable in accordance with the terms and provisions ofthis Indenture or the 2036 Notes, either at the stated maturity thereof upon acceleration of the maturity thereof or upon redemption, and (2) the full and prompt payment of any 4

mterest on the 2036 Notes when and as the same shall become due and payable in accordance with the terms and provisions ofthis Indenture or the 2036 Notes.

Notwithstanding anything in this Indenture to the contrary, from and after the IP Release I)ate, the obligation of the Company to make payment with respect to the principal ofand premium, ifany, and interest on the IP Senior Notes shall be deemed satisfied and discharged as provided in the supplemental indenture or indentures to the IP Indenture creating such IP Senior Notes and the IP Senior Notes shall cease to secure in any manner the 2036 Notes. From and after the IP Release Date, any conditions m this Indenture to the issuance ofNotes that refer or relate to IP Senior Notes or the IP Indenture shall be inapplicable. Following the IP Release Date, the Company shall not issue, assume, guarantee or permit to exist any Debt secured by the Lien ofthe IP Mortgage on any Operating Property ofthe Company except as permitted by Section 6.07 ofthe Indenture.

The Company shall notify the Trustee promptly ofthe occurrence ofthe IP Release Date. Notice ofthe occurrence ofthe IP Release Date shall be given by the Trustee to the Holders ofthe 2036 Notes in the manner provided in Section 15. 10 hereofnot later than 30 days after the IP Release Date.

[End ofArticle XVI]

Section 2.3 Receipt by Trustee. In accordance with Section 13.05 ofthe Indenture, the parties acknowledge that the Trustee has received an Officers Certificate and an Opinion of Counsel as conclusive evidence that this Supplemental Indenture complies with the requirements ofArticle XIII ofthe Indenture.

ARTICLE III MISCELLANEOUS Section 3. 1 ffljs. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect ofthis Supplemental Indenture or the Indenture or any provision herein or therein contained.

Section 3.2 Governing Law. This Supplemental Indenture shall be governed by and deemed to be a contract under, and construed in accordance with, the laws ofthe State ofNew York, and for all purposes shall be construed in accordance withç laws ofsaid State without regard to conflicts oflaw principles thereof Section 3.3 Ratification ofIndenture This Supplemental Indenture Part oflndenture. Except as expressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part ofthe Indenture for all purposes, and every Holder ofNotes heretofore or hereafter authenticated and delivered shall be bound hereby.

Section 3.4 Multiple Origmals. The parties may sign any number ofcopies ofthis Supplemental Indenture. Each signed copy shall be an original, but all ofthem shall represent the same agreement.

Section 3.5 Headings. The headings ofthe Articles and Sections ofthis Supplemental Indenture have been inserted for convenience ofreference only, are not intended to be considered a part hereofand shall not modify or restrict any ofthe terms or provisions hereof Section 3.6 Trustee. The Trustee makes no representations or warranty as to the validity or sufficiency ofthis Supplemental Indenture. The recitals and statements herein are deemed to be those ofthe Company and not ofthe Trustee.

Section 3.7 EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO TIlE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGhT TO TRIAL BY 5

JURY IN ANY LEGAL PROCEEDING ARISING OUT Of OR RELATING TO TIlE INIENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

[Rest ofpage intentionally left blankJ 6

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as ofthe date first written above.

Ameren Illinois Company By:

/5/ Darryl I. Sagel Name: Darryl T. Sagel

Title:

Vice President and Treasurer The Bank ofNew York Mellon Trust Company, NA.,

as Trustee By:

/s/KarenYu Name: Karen Yu

Title:

Vice President 7

Exhibit 4.3 WHEN RECORDED MAIL TO:

Ameren Illinois Company Craig W. Stensland One Ameren Plaza (MC 1310) 1901 Chouteau Avenue St. Louis, MO 63103 AMEREN ILLINOIS COMPANY (SUCCESSOR TO ILLINOIS POWER COMPANY)

TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

AS SUCCESSOR TRUSTEE TO hARRIS TRUST ANTI SAVINGS BANK SUPPLEMENTAL INDENTURE DATED AS OF OCTOBER 15, 2019 TO GENERAL MORTGAGE INDENTURE AND DEED OF TRUST DATED AS OF NOVEMBER 1, 1992 This instrument was prepared by Chonda J. Nwamu, Esq., Senior Vice President, General Counsel and Secretary of Ameren Illinois Company do Ameren Corporation, One Ameren Plaza, 1901 Chouteau Avenue, St. Louis, Missouri 63103.

SUPPLEMENTAL INDENTURE dated as ofOctober 15, 20 1 9 (this Supplemental Indenture), made by and between AMEREN ILLINOIS COMPANY (formerly named Central Illinois Public Service Company () and successor to Illinois Power Company () pursuant to the Merger, as defined below), a corporation organized and existing under the laws ofthe State oflllinois (hereinafier sometimes called the Company), party ofthe first part, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NA., a national banking association organized and existing under the laws ofthe United States, as successor trustee to Hams Trust and Savings Bank, as Trustee (the Trustee) under the General Mortgage Indenture and Deed ofTrust dated as of November 1, 1992, hereinafter mentioned, party ofthe second part; WHEREAS, the Company has heretofore executed and delivered its General Mortgage Indenture and Deed ofTrust dated as ofNovember 1, 1992 as from time to time amended and supplemented (the Indenture), to the Trustee, for the security ofthe Bonds issued and to be issued thereunder (the Bonds); and WHEREAS, as of 12:01 am. Central Time (the Effective Time) on October 1, 2010, pursuant to the Agreement and Plan ofMerger dated as of April 13, 2010 among CIPS, IP and Central Illinois Light Company (CILCO), IP and CILCO were merged with and into the Company (the Merger) whereby the Company is the surviving corporation; and WHEREAS, pursuant to Sections 1 3.01 and 14. 01(a) of the Indenture, the Company and the Trustee executed the Supplemental Indenture dated as of October 1, 2010 whereby, among other things, the Company (a) assumed the due and punctual payment ofthe principal of and premium, if any, and interest, if any, on all ofthe Bonds then Outstanding and the performance and observance ofevery covenant and condition ofthe Indenture to be performed or observed by IP and (b) subjected to the Lien of the Indenture all equipment and fixtures (other than Excepted Property, which is expressly excepted and excluded from the Lien of the Indenture) that were owned by CIPS immediately prior to the Effective Time and were ofthe same kind and character as the Mortgaged Property immediately prior to the Effective Time; and WHEREAS, pursuant to Sections 13.02 and 14.Ol(a)(i) ofthe Indenture, the Company has succeeded to, and has been substituted for, and may exercise every right and power of IP under the Indenture with the same effect as ifthe Company had been named the Company in the Indenture; and WHEREAS, pursuant to Section 14.01(a) ofthe Indenture, the Company and the Trustee executed 59 Supplemental Indentures dated as ofJanuary 15, 201 1 subjecting to the Lien ofthe Indenture certain real property that was owned by CIPS immediately prior to the Merger; and WHEREAS, pursuant to the terms and provisions ofthe Indenture there were created and authorized by supplemental indentures thereto bearing the following dates, respectively, the Mortgage Bonds ofthe series issued thereunder and respectively identified opposite such dates:

DATE OF SUPPLEMENTAL INDENTURE IDENTIFICATION OF SERIES CALLED February 15, 1993 8% Series due 2023 (redeemed)

Bonds ofthe 2023 Series March 15, 1993 6 1/8% Series due 2000 (paid at maturity)

Bonds ofthe 2000 Series March 15, 1993 6 3/4% Series due 2005 (paid at maturity)

Bonds ofthe 2005 Series July 15, 1993 7 1/2% Series due 2025 (redeemed)

Bonds ofthe 2025 Series August 1, 1993 6 1/2% Series due 2003 (paid at maturity)

Bonds ofthe 2003 Series October 15, 1993 5 5/8% Series due 2000 (paid at maturity)

Bonds ofthe Second 2000 Series November 1, 1993 Pollution Control Series M (redeemed)

Bonds ofthe Pollution Control Series M 2

DATE OF SUPPLEMENTAL INDENTURE November 1, 1993 November 1, 1993 April 1, 1997 April 1, 1997 April 1, 1997 March 1, 1998 March 1, 1998 July 15, 1998 September 15, 1998 June 15, 1999 July 15, 1999 July 15, 1999 May 1, 2001 May 1, 2001 July 1, 2002 July 1, 2002 December 15, 2002 June 1, 2006 August 1, 2006 March 1, 2007 November 15, 20t)7 April 1, 2008 October 1, 20t)8 IDENTIFICATION OF SERIES Pollution Control Series N (redeemed)

Pollution Control Series 0 (redeemed)

Pollution Control Series P (retired)

Pollution Control Series Q (retired)

Pollution Control Series R (retired)

Pollution Control Series S (redeemed)

Pollution Control Series T (redeemed) 6 1/4% Series due 2002 (paid at maturity) 6% Series due 2003 (paid at maturity) 7.50% Series due 2009 (paid at maturity)

Pollution Control Series U (redeemed)

Pollution Control Series V (redeemed)

Pollution Control Series W (retired)

Pollution Control Series X (retired) 10 5/8% Series due 2007 (not issued) 10 5/8% Series due 2012 (not issued) 1 1.50% Series due 2010 (redeemed)

Mortgage Bonds, Senior Notes Series AA (retired)

Mortgage Bonds, 2006 Credit Agreement Series Bonds (retired)

Mortgage Bonds, 2007 Credit Agreement Series Bonds (retired)

Mortgage Bonds, Senior Notes Series BB (retired)

Mortgage Bonds, Senior Notes Series CC (retired)

Mortgage Bonds, Senior Notes Series DD (retired)

CALLED Bonds ofthe Pollution Control Series N Bonds ofthe Pollution Control Series 0 Bonds ofthe Pollution Control Series P Bonds ofthe Pollution Control Series Q Bonds ofthe Pollution Control Series R Bonds ofthe Pollution Control Series S Bonds ofthe Pollution Control Series I Bonds ofthe 2002 Series Bonds ofthe Second 2003 Series Bonds ofthe 2009 Series Bonds ofthe Pollution Control Series U Bonds ofthe Pollution Control Series V Bonds ofthe Pollution Control Series W Bonds ofthe Pollution Control Series X Bonds ofthe 2007 Series Bonds ofthe 2012 Series Bonds ofthe 2010 Series Bonds of Series AA 2006 Credit Agreement Series Bonds 2007 Credit Agreement Series Bonds Bonds of Series BB Bonds ofSeries CC Bonds ofSeries DD

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DATE OF SUPPLEMENTAL INTWNTURE June 15, 2009 October 1, 2010 October 1, 2010 October 1, 2010 August 1, 2012 December 1, 2013 June 1, 2014 December 1, 2014 December 1, 2015 November 1, 2017 May 1, 2018 November 1, 2018 and CALLED 2009 Credit Agreement Series Bonds Series CIPS-AA Mortgage Bonds Series CIPS-BB Mortgage Bonds Series CIPS-CC Mortgage Bonds Bonds of Series EE Bonds of Series ff Bonds ofSeries GG Bonds ofSeries hR Bonds of Series II Bonds ofthe 2047 Series Bonds ofthe 2028 Series Bonds ofthe 2049 Series IDENTIFICATION OF SERIES Mortgage Bonds, 2009 Credit Agreement Series Bonds (retired)

Mortgage Bonds, Senior Notes Series CIPS-AA Mortgage Bonds, Senior Notes Series CIPS-BB (retired)

Mortgage Bonds, Senior Notes Series CIPS-CC First Mortgage Bonds, Senior Notes Series EE First Mortgage Bonds, Senior Notes Series FF first Mortgage Bonds, Senior Notes Series GG first Mortgage Bonds, Senior Notes Series Fill first Mortgage Bonds, Senior Notes Series II 3.70% First Mortgage Bonds due 2047 3.80% First Mortgage Bonds due 2028 4.50% First Mortgage Bonds due 2049 WHEREAS, a supplemental indenture with respect to the Bonds ofthe 2007 Series and the Bonds ofthe 2012 Series listed above was executed and filed but such Bonds ofthe 2007 Series and Bonds ofthe 2012 Series were never issued and a release with respect to such supplemental indenture was subsequently executed and filed; and WHEREAS, pursuant to Section 14.01(a)(xi) ofthe Indenture, the Company and the Trustee executed a Supplemental Indenture dated as ofOctober 25, 201 7 amending the Indenture and reserving rights to amend the Indenture; and WHEREAS, pursuant to Section 14.01(a) ofthe Indenture, the Company elects to subject to the Lien ofthe Indenture certain property owned by CILCO immediately prior to the Effective Time and certain property acquired by the Company after the Effective Time; and WhEREAS, the Company desires to create a new series ofBonds to be issued under the hndenture and WHEREAS, the Company (as successor to IP) has entered into an Indenture dated as ofJune 1, 2006 (as amended and supplemented, the Senior Note Indenture) with The Bank ofNew York Mellon Trust Company, NA., as trustee (the Senior Note Trustee), providing for the issuance from time to time of senior notes thereunder; and WHEREAS. the Company desires by this Supplemental Indenture to issue to the Senior Note Trustee the Series CILCO-AA Mortgage Bonds as security for $42,000,000 aggregate principal amount ofthe Companys Senior Notes Series CILCO-AA (the Series CILCO-AA Notes) to be issued under the Senior Note Indenture, and WHEREAS, the Company, in the exercise ofthe powers and authority conferred upon and reserved to it under the provisions ofthe Indenture, and pursuant to appropriate resolutions ofthe Board ofDirectors, has duly 4

resolved and determined to make, execute and deliver to the Trustee this Supplemental Indenture in the form hereof for the purposes herein provided; and WhEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid, binding and legal instrument have been done, performed and fulfilled and the execution and delivery hereofhave been in all respects duly authorized; NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

THAT to secure the payment of the principal of premium, if any, and interest on all Bonds issued and Outstanding under the Indenture when payable in accordance with the provisions thereof and hereof and to secure the performance by the Company of and its compliance with, the covenants and conditions of the Indenture, and in consideration ofthe premises and ofOne Dollar paid to the Company by the Trustee and pursuant to Section 14.01 ofthe Indenture, the Company does hereby grant, bargain, sell, release, convey, quitclaim, assign, transfer, mortgage, pledge, set over and confirm unto the Trustee, and to its successors in trust and to its assigns, to the extent not already included in the Mortgaged Property, (a) all ofthe Companys equipment and fixtures (other than Excepted Property, which is expressly excepted and excluded from the Lien ofthe Indenture) that were owned by CILCO immediately prior to the Merger and were ofthe same kind and character as the Mortgaged Property immediately prior to the Merger (the CILCO Equipment and fixtures), (b) all property, real, personal and mixed, acquired by the Company after the Merger (other than Excepted Property, which is expressly excepted and excluded from the Lien ofthe Indenture) which constitutes an improvement, extension or addition to the CILCO Equipment and fixtures or a renewal, replacement or substitution ofor for any part thereof and (c) all franchises, permits, licenses, easements and rights ofway that are owned by the Company and are transferable and necessary for the operation and maintenance ofthe Mortgaged Property, which shall be and are as fully granted and conveyed by the Indenture and as fully embraced within the Lien of the Indenture as if such property, rights and mterests in property were now owned by the Company and were specifically described herein and conveyed hereby; the Company expressly reserves the right, at any time and from time to time, by one or more supplemental indentures, to subject to the Lien and operation of the Indenture any part or all ofthe Excepted Property upon such terms and conditions and subject to such restrictions, limitations and reservations as may be set forth in such supplemental indenture or indentures; together with all other property ofwhatever kind and nature subjected to or intended to be subjected to the Lien of the Indenture by any ofthe terms and provisions thereof TO HAVE AND TO HOLD all such properties, rights and interests in property granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed or in which a security interest has been granted by the Company in the Indenture or intended or agreed to be so granted, together with all the appurtenances thereto, unto the Trustee and its successors and assigns forever, StIBJECT, HOWEVER, to Permitted Liens and to Liens which have been granted by the Company to other Persons prior to the date ofthe execution and delivery ofthis Supplemental Indenture, and subject also, as to any property hereafter acquired by the Company, to vendors Liens, purchase money mortgages and other Liens thereon at the time ofthe acquisition thereof(including, but not limited to the Lien of any Prior Mortgage), it being understood that with respect to any ofsuch property which is now or hereafter becomes subject to the Lien ofany Prior Mortgage, the Lien ofthe Indenture shall at all times bejunior and subordinate to the Lien of such Prior Mortgage; BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of all present and future holders ofthe Bonds and any coupons issued and to be issued thereunder and secured by the Lien ofthe Indenture, and to secure the payment ofthe principal of premium, if any, and interest on the Bonds issued and Outstanding under the Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance of the Company, of and its compliance with, the covenants and conditions ofthe Indenture without any preference, priority or distinction ofany one Bond over any other Bond by reason ofpriority in the issue or negotiation thereofor otherwise; PROVIDED, HOWEVER, that if after the right, title and interest ofthe Trustee in and to the Mortgaged Property shall have ceased and become void in accordance with Article Nine, then and in that case the Indenture and the estate and rights thereby granted shall cease, terminate and be void, and the Trustee shall cancel and discharge 5

the Indenture and execute and deliver to the Company such instruments as the Company shall require to evidence the discharge thereof, otherwise the Indenture shall be and remain in full force and effect; and IT IS HEREBY COVENANTED AND AGREED, by and between the Company and the Trustee, that all Bonds and coupons, if any, are to be authenticated, delivered and issued, and that all Mortgaged Property is to be held, subject to the further covenants, conditions, uses and trusts in the Indenture set forth, and the Company, for itself and its successor and assigns, hereby covenants and agrees to and with the Trustee and its successors in trust under the Indenture, for the benefit ofthose who shall hold Bonds, as follows:

ARTICLE I DESCRIPTION Of THE SERIES CILCO-AA MORTGAGE BONDS Section 1 The Company hereby creates a new series ofBonds to be known as first Mortgage Bonds, Senior Notes Series CILCO-AA (the Series CILCO-AA Mortgage Bonds). The Series CILCO-AA Mortgage Bonds shall be executed, authenticated and delivered in accordance with the provisions of; and shall in all respects be subject to, all ofthe terms, conditions and covenants ofthe Indenture, as supplemented and modified. The Series CILCO-AA Mortgage Bonds shall be issued in the name ofthe Senior Note Trustee under the Senior Note Indenture to secure any and all ofthe Companys obligations under the Series CILCO-AA Notes and any other series of senior notes from time to time outstanding under the Senior Note Indenture.

The Series CILCO-AA Mortgage Bonds shall be dated as provided in Section 3.03 ofArticle Three ofthe Indenture. The Series CILCO-AA Mortgage Bonds shall mature on June 15, 2036, shall accrue interest from the dates set forth in the Series CILCO-AA Notes and shall bear interest at the same rate of interest as the Series CILCO-AA Notes. Interest on the Series CILCO-AA Mortgage Bonds is payable on the same dates as interest on the Series CILCO-AA Notes is paid, until the principal sum is paid in full.

Upon any payment or deemed payment ofthe principal of premium, ifany, and interest on, all or any portion ofthe Series CILCO-AA Notes, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Section 5.0 1(a) of the Senior Note Indenture, the Series CILCO-AA Mortgage Bonds in a principal amount equal to the principal amount ofsuch Series CILCO-AA Notes shall, to the extent of such payment ofprincipal, premium, if any, and interest, be deemed paid and the obligation ofthe Company thereunder to make such payment shall be discharged to such extent and, in the case ofthe payment ofprincipal (and premium, ifany), such Series CILCO-AA Mortgage Bonds shall be surrendered to the Company for cancellation as provided in Section 4.08 ofthe Senior Note Indenture. The Trustee may at any time and all times conclusively assume that the obligation ofthe Company to make payments with respect to the principal of premium, ifany, and interest on the Series CILCO-AA Notes, so far as such payments at the time have become due, has been frilly satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the Senior Note Trustee signed by one of its officers stating (i) that timely payment of principal, or premium, if any, or interest on, the Series CILCO-AA Notes has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the Senior Note Trustee pursuant to the Senior Note Indenture, and (iii) the amount ofthe arrearage.

6

Section 2.

The Series CILCO-AA Mortgage Bonds and the Trustees Certificate ofAuthentication shall be substantially in the following forms respectively:

IFORM OF FACE OF BONDI NOTWITHSTANDING ANY PROVISIONS HEREOF OR IN THE INDENTURE, THIS BOND IS NOT ASSIGNABLE OR TRANSFERABLE EXCEPT AS PERMITTED BY SECTION 4.04 OF THE 1NDENTURE DATED AS OF JUNE 1, 2006, AS AMENDED AND SUPPLEMENTED, BETWEEN AMEREN ILLINOIS COMPANY (AS SUCCESSOR TO ILLINOIS POWER COMPANY) AND THE BANK OF NEW YORK MELLON TRUST COMPANY, NA., AS TRUSTEE AMEREN ILLINOIS COMPANY (Incorporated under the laws ofthe State of Illinois)

Illinois Commerce Commission Identification No.: Ill. CC.

FIRST MORTGAGE BOND, SENIOR NOTES SERIES CILCO-AA No.

AMEREN ILLINOIS COMPANY, a corporation organized and existing under the laws ofthe State ofllimois (the Company), which term shall include any Successor Corporation as defined in the Indenture hereinafter referred to, for value received, hereby promises to pay to The Bank ofNew York Mellon Trust Company, NA., as trustee (the Senior Note Trustee) under the Indenture dated as of June 1, 2006 (as amended and supplemented, the Senior Note Indenture),

relating to the Companys Senior Notes Series CILCO-AA (the Senior Notes) in the aggregate principal amount of$

, between the Company and the Senior Note Trustee, or registered assigns, the principal sum of$___________ on June 15, 2036, in any coin or currency ofthe United States of America, which at the time ofpayment is legal tender for public and private debts, and to pay interest thereon in like coin or currency from the date ofissuance (and thereafter from the dates set forth in the Senior Notes), and at the same rate of interest as the Senior Notes. Interest on overdue principal, premium, if any, and, to the extent permitted by law, on overdue interest, shall he payable at the interest rate payable on the Senior Notes. Interest on this Mortgage Bond is payable on the same dates as interest on the Senior Notes is paid, until the principal sum ofthis Mortgage Bond is paid in full. Pursuant to Article IV ofthe Senior Note Indenture, this Mortgage Bond is issued to the Senior Note Trustee to secure any and all obligations ofthe Company under the Senior Notes and any other series of senior notes from time to time outstanding under the Senior Note Indenture. Payment of principal of or premium, if any, or interest on, the Senior Notes shall constitute payments on this Mortgage Bond as further provided herein and in the Supplemental Indenture of October 15, 2019 (as hereinafter defined) pursuant to which this Mortgage Bond has been issued. Both the principal of premium, ifany, and the interest on, this Mortgage Bond are payable at the office ofthe Senior Note Trustee.

Upon any payment or deemed payment ofthe principal of premium, if any, and interest on, all or any portion of the Senior Notes. whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Section 5

. 0 1(a) of the Senior Note Indenture, a principal amount ofthis Mortgage Bond equal to the principal amount of such Senior Notes shall, to the extent ofsuch payment ofprincipal, premium, ifany, and interest, be deemed paid and the obligation ofthe Company thereunder to make such payment shall be discharged to such extent and, in the case of the payment ofprincipal (and premium, ifany), such Mortgage Bonds shall be surrendered to the Company for cancellation as provided in Section 4.08 ofthe Senior Note Indenture. The Trustee (as hereinafter defined) may at any time and all times conclusively assume that the obligation ofthe Company to make payments with respect to the principal of premium, if any, and interest on, the Senior Notes, so far as such payments at the time have become due, has been frilly satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a 7

written notice from the Senior Note Trustee signed by one of its officers stating (i) that timely payment of principal of premium, if any, or interest on, the Senior Notes has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the Senior Note Trustee pursuant to the Senior Note Indenture, and (iii) the amount ofthe anearage.

For purposes ofSection 4.09 ofthe Senior Note Indenture, this Mortgage Bond shall be deemed to be the Related Series ofSenior Note Mortgage Bonds in respect ofthe Senior Notes.

This Mortgage Bond shall not be entitled to any benefit under the Indenture or any indenture supplemental thereto, or become valid or obligatory for any purpose, until the form ofcertificate endorsed hereon shall have been signed by or on behalfofThe Bank ofNew York Mellon Trust Company, NA., as successor trustee to Harris Trust and Savings Bank, the Trustee under the Indenture, or a successor trustee thereto under the Indenture (the Trustee).

The provisions of this Mortgage Bond are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though ftilly set forth at this place.

FN WITNESS WHEREOF, Ameren Illinois Company has caused this Mortgage Bond to be signed (manually or by facsimile signature) in its name by an Authorized Executive Officer, as defined in the aforesaid Indenture, and attested (manually or by facsimile signature) by an Authorized Executive Officer, as defined in such Indenture on the date hereof Dated:

AMEREN ILLINOIS COMPANY By.______________________________

AUTHORIZED EXECUTIVE OFFICER ATTEST:

By.___________________________

AUTHORIZED EXECUTIVE OFFICER (FORM OF TRUSTEES CERTIFICATE OF AUTHENTICATIONJ This is one ofthe Mortgage Bonds ofthe series designated therein referred to in the within-mentioned Indenture and the Supplemental Indenture dated as ofo)ctober 15, 2019.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as successor trustee to Harris Trust and Savings Bank,

TRUSTEE, By:________________________

AUTIIORIZED SIGNATORY (FORM OF REVERSE OF BONDI This Mortgage Bond is one ofa duly authorized issue ofMortgage Bonds ofthe Company (the Mortgage Bonds) in unlimited aggregate principal amount, ofthe series hereinafter specified, all issued and to be issued 8

under and equally secured by the General Mortgage Indenture and Deed of Trust (as amended and supplemented, the Indenture), dated as of November 1, 1992, executed by the Company (as successor to Illinois Power Company) to The Bank ofNew York Mellon Trust Company, NA., as successor trustee to Harris Trust and Savings Bank (the CCTrustee) to which Indenture reference is hereby made for a description ofthe properties mortgaged and pledged, the nature and extent of the security, the rights ofregistered owners ofthe Mortgage Bonds and ofthe Trustee in respect thereof and the terms and conditions upon which the Mortgage Bonds are, and are to be, secured. The Mortgage Bonds may be issued in series, for various principal sums, may mature at different times, may bear interest at different rates and may otherwise vary as provided in the Indenture. This Mortgage Bond is one of a series designated as the Series CILCO-AA Mortgage Bonds of the Company, unlimited in aggregate principal amount, issued under and secured by the Indenture and described in the Supplemental Indenture dated as of October 15, 2019 (the Supplemental Indenture ofOctober 15, 2019), between the Company and the Trustee, supplemental to the Indenture.

This Series CILCO-AA Mortgage Bond is subject to redemption in accordance with the terms Article II ofthe Supplemental Indenture of October 15, 2019.

This Mortgage Bond shall be governed by and construed in accordance with the laws ofthe State oflllinois, except to the extent that the law of any other jurisdiction shall be mandatorily applicable.

In case an Event of Default, as defined in the Indenture, shall occur, the principal of all Mortgage Bonds at any such time outstanding under the Indenture may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration may be rescinded under certain circumstances.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modifications ofthe rights and obligations of the Company and the rights ofthe Holders under the Indenture at any time by the Company and the Trustee with the consent ofthe Holders of a majority in aggregate principal amount ofthe outstanding Mortgage Bonds of all series directly affected by such amendment or modifications, considered as one class. Each initial and future Holder ofthis Mortgage Bond, by its acquisition ofan interest in this Mortgage Bond, irrevocably (a) consents to the amendments set forth in Article I of the Supplemental Indenture dated as of October 25, 2017, supplemental to the Indenture, without any other or further action by any Holder of this Mortgage Bond, and (b) designates the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such Holder in favor of such amendments at any meeting ofHolders, in lieu ofany meeting ofHolders, in any consent solicitation or otherwise. Any such consent or waiver by the Holder of this Mortgage Bond shall be conclusive and binding upon such Holder and upon all future Holders of this Mortgage Bond and of any Mortgage Bond issued upon the registration of transfer hereof or in exchange therefor or in lieu thereof whether or not notation of such consent or waiver is made upon this Mortgage Bond.

ARTICLE II REDEMPTION ANTI CONSENT TO AMENDMENTS Section 1 The Series CILCO-AA Mortgage Bonds are not redeemable except on the date. in the principal amount and for the redemption price that correspond to the redemption date for, the principal amount to be redeemed of and the redemption price for, the Series CILCO-AA Notes, and except as set forth in Section 2 ofthis Article.

In the event that the Company redeems any Series CILCO-AA Notes prior to maturity in accordance with the provisions ofthe Senior Note Indenture, the Senior Note Trustee shall on the same date deliver to the Company the Series CILCO-AA Mortgage Bonds in principal amount corresponding to the Series CILCO-AA Notes so redeemed, as provided in Section 4.0$ ofthe Senior Note Indenture. The Company agrees to give the Trustee notice ofany such redemption ofthe Series CILCO-AA Notes on or before the date fixed for any such redemption.

9

Section 2.

Upon the occurrence ofan Event ofDefault under the Senior Note Indenture (as defined therein) and the acceleration ofthe Series CILCO AA Notes, the Series CILCO-AA Mortgage Bonds shall be redeemable in whole upon receipt by the Trustee (with a copy to the Company) of a written demand (hereinafter called a CILCO-AA Redemption Demand) from the Senior Note Trustee stating that there has occurred under the Senior Note Indenture both an Event ofDefault and a declaration ofacceleration ofpayment ofprincipal, accrued interest and premium, ifany, on the Series CILCO-AA Notes specifying the last date to which mterest on such Series CILCO-AA Notes has been paid (such date being hereinafter referred to as the CILCO-AA Interest Accrual Date) and demanding redemption ofthe Series CILCO-AA Mortgage Bonds. The Company waives any right it may have to prior notice of such redemption under the Indenture. Upon surrender ofthe Series CILCO-AA Mortgage Bonds by the Senior Note Trustee to the Trustee, the Series CILCO-AA Mortgage Bonds shall be redeemed at a redemption price equal to the principal amount thereofplus accrued interest thereon from the CILCO-AA Interest Accrual Date to the redemption date; provided, however, that in the event of a rescission or annulment of acceleration ofthe Series CILCO-AA Notes pursuant to the last paragraph of Section 8.01(a) ofthe Senior Note Indenture, then any CILCO-AA Redemption Demand shall thereby be deemed to be rescinded by the Senior Note Trustee although no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon.

Section 3.

Each initial and future Holder ofthe Series CILCO-AA Mortgage Bonds, by its acquisition ofan interest in such Series CILCO-AA Mortgage Bonds, irrevocably (a) consents to the amendments set forth in Article I of the Supplemental Indenture dated as of October 25, 2017, supplemental to the Indenture, without any other or further action by any Holder of such Series CILCO-AA Mortgage Bonds, and (b) designates the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalfofsuch Holder in favor ofsuch amendments at any meeting ofHolders, in lieu of any meeting ofHolders, in any consent solicitation or otherwise.

ARTICLE III ISSUE Of TIlE SERIES CILCO-AA MORTGAGE BONDS.

Section 1.

The Company hereby exercises the right to obtain the authentication of $42,000,000 principal amount of additional Bonds pursuant to the terms of Section 4.04 ofthe Indenture, all ofwhich shall be Series CILCO-AA Mortgage Bonds. The principal amount ofthe Series CILCO-AA Mortgage Bonds outstanding from time to time shall always be equal to the principal amount of the Series CILCO-AA Notes which are outstanding from time to time under the Senior Note Indenture and to the extent the Senior Note Trustee holds Series CILCO-AA Mortgage Bonds in excess of such principal amount, such Series CILCO AA Mortgage Bonds shall be deemed cancelled and retired and no longer outstanding under the Indenture.

Section 2.

Such Series CILCO-AA Mortgage Bonds may be authenticated and delivered prior to the filing for recordation ofthis Supplemental Indenture.

Section 3.

For purposes ofSection 4.09 ofthe Senior Note Indenture, the Series CILCO-AA Mortgage Bonds shall be deemed to be the Related Series ofSenior Notes Mortgage Bonds in respect ofthe Series CILCO-AA Notes.

ARTICLE IV THE TRUSTEE The Trustee hereby accepts the trusts hereby declared and provided, and agrees to perform the same upon the terms and conditions in the Indenture set forth and upon the following terms and conditions:

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereofby the Company or for or in respect ofthe recitals contained herein, all ofwhich recitals are made by the Company solely. In general, each and every term and 10

condition contained in Article Eleven ofthe Indenture shall apply to this Supplemental Indenture with the same force and effect as ifthe same were herein set forth in full, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Supplemental Indenture.

ARTICLE V MISCELLANEOUS PROVISIONS Except as otherwise defined herein, capitalized terms defmed in the Indenture are used herein as therein defmed. This Supplemental Indenture may be simultaneously executed in any number of counterparts, each ofwhich when so executed shall be deemed to be an original; but such counterparts shall together constitute but one and the same instrument.

The Indenture, as supplemented and amended by this Supplemental Indenture and all other indentures supplemental thereto, is in all respects ratified and confirmed, and the Indenture, this Supplemental Indenture and all indentures supplemental thereto shall be read, taken and construed as one and the same instrument.

11

fN WITNESS WHEREOF, said Ameren Illinois Company has caused this Supplemental Indenture to be executed on its behalfby an Authorized Executive Officer as defined in the Indenture, and its corporate seal to be hereto affixed and said seal and this Supplemental Indenture to be attested by an Authorized Executive Officer as defmed in the Indenture; and said The Bank ofNew York Mellon Trust Company, NA., as successor trustee to Harris Trust and Savings Bank, in evidence of its acceptance ofthe trust hereby created, has caused this Supplemental Indenture to be executed on its behalfby one of its Vice Presidents and this Supplemental Indenture to be attested by its Secretary or one ofits Vice Presidents; all as ofOctober 15, 2019.

AMEREN ILLINOIS COMPANY (CORPORATE SEAL)

By:

/5/ Darryl T. Sagel Name:

Darryl T. Sagel

Title:

Vice President and Treasurer ATTEST:

By:

/5/ Craig W. Stensland Name:

Craig W. Stensland

Title:

Assistant Secretary 12

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

successor trustee to Harris Trust and Savings Bank,

TRUSTEE, By:

Is! Karen Yu (CORPORATE SEAL)

Name:

Karen Yu

Title:

Vice President ATTEST:

By:

Is! Valere Boyd Name:

Valere Boyd

Title:

Vice President 13

STATEOFMISSOURI

)

ss.

CITY OF ST. LOUIS BE IT REMEMBERED, that on this 25th day ofOctober, 2019, before me, the undersigned, a Notary Public within and for the City and State aforesaid, personally came Darryl T. Sage!, Vice President and Treasurer, and Craig W. Stensland, Assistant Secretary, ofAmeren Illinois Company, a corporation duly organized, incorporated and existing under the laws ofthe State oflllinois, who are personally known to me to be such officers, and who are personally known to me to be the same persons who executed as such officers the within instrument ofwriting, and such persons duly acknowledged that they signed, sealed and delivered the said instrument as their free and voluntary act as such officers and as the free and voluntary act ofsaid Ameren Illinois Company for the uses and purposes therein set forth.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year last above written.

/5/ Kelly J. Roth NOTARY PUBLIC Kelly J. Roth Notary Public

- Notary Seal State of Missouri Commissioned for St. Charles County My Commission Expires: May 12, 2022 Commission Number: 14440245 14

ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the idenLity of the individual who sqneU the document to whir-h this certificate is attached. and not the truthfulness.

documeni State of California Cixint of Los Mqeles On October 24. 201 9 etorc me, Marvin 0. Cuenca Notary Public (uc name and title of Ihe officer)

&gy :ippiiecl Karen Yu and Valere Boyd viho proved to me on the bass of satistaciorv evicence to be the peronsi whose nanie(5) i,ire subscnbcd to tte within instrunient and acknowledged to me that he/shcthey executed the same in

4&?ç their authonzed ççtjyj. arid that by netheir signature(s on the instrument the person(s) or the entity cjpon behalf of which the perso7s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregng paragraph is true ind correct WITNESS my tiand and official sedi Marvin G Cueica Notary Putic iUforni Los Angeles County Commission # 2185097 My Comm Expires Mir 27, 2021 Signature 5j? Marvin S Cuenca (Seal) 15

Exhibit 4.4 FOURTH SUPPLEMENTAL INDENTURE tIP INDENTURE)

Dated as ofOctober 15, 2019 THIS FOURTH SUPPLEMENTAL INDENTURE to the Indenture referred to below is dated as ofOctober 15, 2019 (this Supplemental Indenture) between AMEREN ILLINOIS COMPANY, an Illinois corporation (the Company), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NA.

(fonrierly The Bank ofNew York Trust Company, NA.) (the Tstee).

Illinois Power Company (jr) and the Trustee executed an Indenture, dated as of June 1, 2006 (as supplemented and amended, the Indenture),

providing, among other things, for the issuance from time to time ofIPs Notes.

On October 1, 2010, Central Illinois Light Company (CILCO) and IP were merged into the Company whereby the Company was the surviving corporation. The Indenture was supplemented by the First Supplemental Indenture, dated as of October 1, 20 1 0, pursuant to which the Company, among other things, assumed the obligations ofIP under the Indenture and the Notes and was substituted for IP under the Indenture.

The Indenture was amended by the Second Supplemental Indenture, dated as of July 21, 201 1 and was amended by the Third Supplemental Indenture dated as ofMay 15, 2012.

Pursuant to Section 1 3. 01 of the Indenture, the Company, when authorized by Board Resolution, and the Trustee may enter into an indenture supplemental to the Indenture for one or more ofthe purposes set forth in such Section 13.01 without the consent ofthe Holders ofany ofthe Notes at the time Outstanding, includmg to establish the form ofNotes ofany series as permitted by Section 2.01 ofthe Indenture or to establish or reflect any terms ofany Note of any series determined pursuant to Section 2.05 ofthe Indenture.

Pursuant to Article II ofthe Indenture, the Company wishes to create and issue a new series ofNotes to The Bank ofNew York Mellon Trust Company, NA., as trustee (the CILCO Trustee, which term shall include predecessor trustees) under the Indenture dated as ofJune 1, 2006, between the Company (as successor to CILCO) and the CILCO Trustee (as amended and supplemented, the CILCO Indenture) to secure certain notes outstanding under the CILCO Indenture.

The Company has directed the Trustee to execute and deliver this Supplemental Indenture in accordance with the terms ofthe Indenture.

All acts and requirements necessary to make this Supplemental Indenture the legal, valid and binding obligation ofthe Company have been done.

In consideration ofthe foregoing premises, the parties mutually agree as follows for the benefit ofeach other and for the equal and ratable benefit of the Holders ofthe Notes:

ARTICLE I DEFINITIONS Section 1. 1 Definitions. Except as otherwise defined herein, capitalized terms defined in the Indenture are used herein as therein defined.

ARTICLE II DESCRIPTION OF THE SERIES CILCO-AA NOTES Section 2. 1 The Company hereby creates a new series ofNotes to be known as Senior Notes Series CILCO-AA (the Series CILCO-AA Notes).

The Series CILCO-AA Notes shall be executed, authenticated and delivered in accordance with the provisions of and shall in all respects be subject to, all of the terms, conditions and covenants ofthe Indenture, as supplemented and modified. The Series CILCO-AA Notes shall be issued in the name ofthe CILCO Trustee under the CILCO Indenture to secure any and all ofthe Companys obligations under the Companys 6.70% Senior Secured Notes due 2036 (the 2036 Notes) and any other series of senior notes from time to time outstanding under the CILCO Indenture.

The Series CILCO-AA Notes shall be dated as provided in Section 2.04 ofthe Indenture. The Series CILCO-AA Notes shall mature on June 15, 2036, shall accrue interest from the dates set forth in the 2036 Notes and shall bear interest at the same rate of interest as the 2036 Notes. Interest on the Series CILCO AA Notes is payable on the same dates as interest on the 2036 Notes is paid, until the principal sum is paid in full.

Upon any payment of the principal of premium, if any, and interest on, all or any portion of the 203 6 Notes, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Section 5

. 0 1(a) of the CILCO Indenture, the Series CILCO-AA Notes in a principal amount equal to the principal amount of such 2036 Notes shall, to the extent of such payment of principal, premium, if any, and interest, be deemed paid and the obligation ofthe Company thereunder to make such payment shall be discharged to such extent and, in the case of the payment ofprincipal (and premium, ifany), such Series CILCO-AA Notes shall be surrendered to the Company for cancellation as provided in Section 16.08 of the CILCO Indenture. The Trustee may at any time and all times conclusively assume that the obligation ofthe Company to make payments with respect to the principal of premium, if any, and interest on the 2036 Notes, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the CILCO Trustee signed by one of its officers stating (i) the timely payment ofprincipal, or premium, if any, or interest on, the 2036 Notes has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the CILCO Trustee pursuant to the CILCO Indenture, and (iii) the amount ofthe arrearage.

2

Section 2.2 The Series CILCO-AA Notes and the Trustees Certificate ofAuthentication shall be substantially in the following forms respectively:

IFORM OF FACE Of NOTEJ NOTWITHSTAM)ING ANY PROVISIONS HEREOF OR IN THE INDENTURE THIS NOTE IS NOT ASSIGNABLE OR TRANSFERABLE EXCEPT AS PERMITTED BY SECTION 16.04 OF TIlE INDENTURE DATED AS OF JU1\\E 1, 2006, AS AMENDED AND SUPPLEMENTED, BETWEEN AMEREN ILLINOIS COMPANY (AS SUCCESSOR TO CENTRAL ILLINOIS LIGHT COMPANY) AND THE BANK OF NEW YORK TRUST COMPANY, NA.

(NOW THE BANK OF NEW YORK MELLON TRUST COMPANY, NA.), AS TRUSTEE AMEREN ILLINOIS COMPANY (Incorporated under the laws ofthe State of Illinois)

Illinois Commerce Commission Identification No.: Ill. CC.

SENIOR NOTE SERIES CILCO-AA No.

AMEREN ILLINOIS COMPANY, a corporation organized and existing under the laws ofthe State oflllinois (the Company), which term shall include any successor corporation within the meaning ofthe Indenture hereinafter referred to, for value received, hereby promises to pay to The Bank ofNew York Mellon Trust Company, NA.. as trustee (the CILCO Trustee) under the Indenture dated as ofJune 1, 2006 (as amended and supplemented, the CILCO Indenture),

relating to the Companys 6.70% Senior Secured Notes due 2036 (the 2036 Notes) in the aggregate principal amount of$

, between the Company (as successor to Central Illinois Light Company) and the CILCO Trustee, or registered assigns, the principal sum of$_____________ on June 15, 2036, in any coin or currency ofthe United States ofAmerica, which at the time ofpayment is legal tender for public and private debts, and to pay interest thereon in like coin or currency from the date ofissuance (and thereafter from the dates set forth in the 2036 Notes), and at the same rate ofmterest as the 2036 Notes. Interest on overdue principal, premium, if any, and, to the extent permitted by law, on overdue interest, shall be payable at the interest rate payable on the 2036 Notes. Interest on this Note is payable on the same dates as interest on the 2036 Notes is paid, until the principal sum ofthis Note is paid in full. Pursuant to Article XVI of the CILCO Indenture, this Note is issued to the CILCO Trustee to secure any and all obligations ofthe Company under the 2036 Notes and any other series of senior notes from time to time outstanding under the CILC() Indenture. Payment of principal of or premium, if any, or interest on, the 2036 Notes shall constitute payments on this Note as further provided herein and in the Supplemental Indenture of October 15, 201 9 (as hereinafter defined) pursuant to which this Note has been issued. Both the principal of premium, ifany, and the interest on, this Note are payable at the office ofthe CILCO Trustee.

Upon any payment ofthe principal of premium, ifany, and interest on, all or any portion ofthe 2036 Notes, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Section 5. 0 1(a) of the CILCO Indenture, a principal amount ofthis Note equal to the principal amount of such 2036 Notes shall, to the extent of such payment ofprincipal, premium, if any, and interest, be deemed paid and the obligation ofthe Company thereunder to make such payment shall be discharged to such extent and, in the case ofthe payment ofprincipal (and premium, ifany), such Notes shall be surrendered to the Company for cancellation as provided in Section 16.08 ofthe CILCO Indenture. The Trustee (as hereinafter defined) may at any time and at all times conclusively assume that the obligation of the Company to make payments with respect to the principal of, premium, ifany, and interest on, the 2036 Notes, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the CILCO Trustee signed by one of its 3

officers stating (1) that timely payment ofprmcipal of premium, ifany, or interest on, the 2036 Notes has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the CILCO Trustee pursuant to the CILCO Indenture, and (iii) the amount ofthe arrearage.

for purposes ofSection 16.09 ofthe CILCO Indenture, this Note shall be deemed to be the Related Series ofiP Senior Notes in respect ofthe 2036 Notes.

This Note shall not be entitled to any benefit under the Indenture or any indenture supplemental thereto, or become valid or obligatory for any purpose, until the form ofcertificate endorsed hereon shall have been signed by or on behalfofThe Bank ofNew York Mellon Trust Company, NA., as the trustee under the Indenture, or a successor trustee thereto under the Indenture (the Trustee).

The provisions of this Note are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

IN WITNESS WF{EREOF, Ameren Illinois Company has caused this instrument to be duly executed.

AMEREN ILLINOIS COMPANY By.______________________________

Name:

Title:

ATTEST:

By._________________________

Name:

Title:

[FORM Of TRUSTEES CERTIFICATE Of AUTHENTICATIONI This Note is one ofthe Notes ofthe series herein designated, described or provided for in the within-mentioned Indenture and the Supplemental Indenture dated as ofOctober 15, 2019.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee, By.________________________

AUTHORIZED SIGNATORY Dated:

IfORM OF REVERSE OF NOTEJ This Note is one ofa duly authorized issue ofnotes issued and to be issued under an Indenture dated as ofJune 1, 2006 between the Company (as successor to Illinois Power Company) and The Bank ofNew York Mellon Trust Company NA. (herein called the Trustee, which term includes any successor Trustee under the Indenture) and all indentures supplemental thereto (collectively, the Indenture). This Note is one of a series designated as the Series CILCO AA Notes ofthe Company, unlimited in aggregate principal amount, issued under and secured by the Indenture and described in the Supplemental Indenture dated as of October 1 5, 2019 (the Supplemental Indenture of October 15. 20 19), between the Company and the Trustee, supplemental to the Indenture. Under the Indenture, one or more series ofnotes may be issued and, as used herein, the term Notes refers to the Notes ofthis series. Reference is hereby made to the Indenture for a more complete statement ofthe respective rights, limitations of 4

rights, duties and immunities thereunder ofthe Company, the Trustee and the Noteholders and ofthe terms upon which the Notes are and are to be authenticated and delivered.

The Notes will be secured by first mortgage bonds (the Senior Note Mortgage Bonds) delivered by the Company to the Trustee for the benefit of the Holders ofthe Notes, issued under the General Mortgage Indenture and Deed ofTrust, dated as ofNovember 1, 1992 between the Company and The Bank ofNew York Mellon Trust Company, NA., as successor trustee (the Mortgage Trustee), as supplemented and modified (collectively, the Mortgage). Reference is made to the Mortgage and the Indenture for a description ofthe rights ofthe Trustee as holder ofthe Senior Note Mortgage Bonds, the property mortgaged and pledged, the nature and extent ofthe security and the rights ofthe holders ofmortgage bonds, under the Mortgage and the rights ofthe Company and of the Mortgage Trustee in respect thereof the duties and immunities of the Mortgage Trustee and the terms and conditions upon which the Senior Note Mortgage Bonds are secured and the circumstances under which additional mortgage bonds may be issued. By its acquisition of an interest in this Series CILCO-AA Note, each Holder of this Series CILCO-AA Note irrevocably (a) consents to the amendments to the Mortgage set forth in Article I ofthe Supplemental Indenture dated as of October 25, 2017, supplemental to the Mortgage, without any other or further action by any Holder ofthis Series CILCO-AA Note, and (b) designates the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such Holder in favor of such amendments at any meeting ofHolders, in lieu ofany meeting ofHolders, in any consent solicitation or otherwise. Any such consent or waiver by the Holder ofthis Series CILCO AA Note shall be conclusive and binding upon such Holder and upon all future Holders ofthis Series CILCO-AA Note and ofany Series CILCO-AA Note issued upon the registration oftransfer hereofor in exchange therefor or in lieu thereofwhether or not notation ofsuch consent or waiver is made upon this Series CILCO-AA Note.

This Series CILCO-AA Note is subject to redemption in accordance with the terms ofthe Supplemental Indenture ofOctober 15, 2019.

This Note shall be governed by, and construed in accordance with, the laws ofthe State ofNew York, and for all purposes shall be construed in accordance with the laws of said State without regard to conflicts oflaw principles thereof.

In case an Event of Default, as defined in the Indenture, shall occur, the principal of all Notes at any such time Outstanding under the Indenture may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration may be rescinded under certain circumstances.

ARTICLE III REDEMPTION ND CONSENT TO AMENDMENTS Section 3. 1 The Series CILCO-AA Notes are not redeemable except on the date, in the principal amount and for the redemption price that correspond to the redemption date for, the principal amount to be redeemed of and the redemption price for, the 2036 Notes, and except as set forth in Section 3.2 ofthis Article.

In the event that the Company redeems any 2036 Notes prior to maturity in accordance with the provisions ofthe CILCO Indenture, the CILCO Trustee shall on the same date deliver to the Company the Series CILCO-AA Notes in principal amount corresponding to the 2036 Notes so redeemed, as provided in Section 16.08 ofthe CILCO Indenture. The Company agrees to give the Trustee notice ofany such redemption ofthe 2036 Notes on or before the date fixed for any such redemption.

Section 3.2 Upon the occurrence of an Event ofDefault under the CILCO Indenture (as defined therein) and the acceleration ofthe 2036 Notes, the Series CILCO-AA Notes shall be redeemable in whole upon receipt by the Trustee (with a copy to the Company) of a written demand (hereinafter called a Notes Redemption Demand) from the CILCO Trustee stating that there has occurred under the CILCO Indenture both an Event of Default and a declaration of acceleration ofpayment ofprmcipal, accrued interest and premium, ifany, on the 5

2036 Notes specifying the last date to which interest on such 2036 Notes has been paid (such date being hereinafter referred to as the 2036 Notes Interest Accrual I2t) and demanding redemption ofthe Series CILCO-AA Notes. The Company waives any right it may have to prior notice of such redemption under the Indenture. Upon surrender ofthe Series CILCO-AA Notes by the CILCO Trustee to the Trustee, the Series CILCO-AA Notes shall be redeemed at a redemption price equal to the principal amount thereofplus accrued interest thereon from the 2036 Notes Interest Accrual Date to the redemption date provided. however, that in the event ofa rescission or annulment ofacceleration ofthe 2036 Notes pursuant to the last paragraph ofSection 8.01(a) ofthe CILCO Indenture, then any 2036 Notes Redemption Demand shall thereby be deemed to be rescinded by the CILCO Trustee although no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon.

Section 3.3 Each initial and future Holder ofthe CILCO-AA-Notes irrevocably (a) consents to the amendments to the Mortgage set forth in Article I of the Supplemental Indenture dated as of October 25, 2017, supplemental to the Mortgage, without any other or further action by any Holder ofsuch Series CILCO AA Note, and (b) designates the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such Flolder in favor ofsuch amendments at any meeting ofHolders, in lieu ofany meeting ofHolders, in any consent solicitation or otherwise.

ARTICLE IV ISSUE OF THE SERIES CILCO-AA NOTES Section 4. 1 The Company hereby exercises the right to obtain the authentication of $42,000,000 principal amount of additional Notes pursuant to the terms of Section 2.05 ofthe Indenture, all ofwhich shall be Series CILCO-AA Notes. The principal amount ofthe Series CILCO-AA Notes Outstanding from time to time shall always be equal to the principal amount ofthe 2036 Notes which are outstanding from time to time under the CILCO Indenture and to the extent the CILCO Trustee holds Series CILCO-AA Notes in excess of such principal amount, such Series CILCO-AA Notes shall be deemed cancelled and retired and no longer Outstanding under the Indenture.

Section 4.2 For purposes ofSection 16.09 ofthe CILCO Indenture, the Series CILCO-AA Notes shall be deemed to be the Related Series ofIP Senior Notes in respect ofthe 2036 Notes.

ARTICLE V MISCELLANEOUS Section 5. 1 Nothing expressed or mentioned herein is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

Section 5.2 Governing Law. This Supplemental Indenture shall be governed by and deemed to be a contract under, and construed in accordance with, the laws of the State ofNew York, and for all purposes shall be construed in accordance with the )y of said State without regard to conflicts oflaw principles thereof Section 5.3 Ratification ofIndenmre This Supplemental Indenture Part oflndenture. Except as expressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part ofthe Indenture for all purposes, and every Holder ofNotes heretofore or hereafter authenticated and delivered shall be bound hereby.

Section 5.4 Multiple Originals. The parties may sign any number ofcopies ofthis Supplemental Indenture. Each signed copy shall be an original, but all ofthem shall represent the same agreement.

6

Section 5. 5 Ileadings. The headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereofand shall not modify or restrict any ofthe terms or provisions hereof Section 5.6 Trustee. The Trustee makes no representations or warranty as to the validity or sufficiency ofthis Supplemental thdenture. The recitals arid statements herein are deemed to be those ofthe Company and not ofthe Trustee.

Section 5.7 EACH OF THE COMPANY AND IRE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL REMIT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

[Rest ofpage intentionally left blank]

7

TN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as ofthe date first written above.

Ameren Illinois Company By:

Is! Darryl I. Sage!

Name: Darryl T. Sage!

Tit!e:

Vice President and Treasurer The Bank ofNew York Mel!on Trust Company, NA.,

as Trustee By:

Is! Karen Yu Name:

Karen Yu

Title:

Vice President 8

Exhibit 4.5 Company Order (IP INDENTURE)

October 30, 2019 The Bank ofNew York Mellon Trust Company, N.A.,

as Trustee 2 N. LaSalle Street, Suite 700 Chicago, Illinois 60602 Attention: Corporate Trust Ladies and Gentlemen:

Application is hereby made to The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the Trustee), under the Indenture dated as of June 1, 2006 (as amended and supplemented, the Indenture) between Ameren Illinois Company (as successor to Illinois Power Company), an Illinois corporation (the Company), and the Trustee for (a) the execution of the Fourth Supplemental Indenture dated as of October 1 5, 2019 (the Fourth Supplemental Indenture),

pursuant to the provisions of Article XIII of the Indenture, and (b) the authentication and delivery of $42,000,000 aggregate principal amount of Senior Notes Series CILCO-AA (the Notes), in registered form without coupons, to be registered in the name of The Bank of New York Mellon Trust Company, N.A.. as trustee under the Indenture of the Company (as successor to Central Illinois Light Company) dated as of June 1, 2006 (as amended and supplemented, the CILCO Indenture), pursuant to the provisions of Article II of the Indenture. All capitalized terms not defined herein that are defined in the Indenture shall have the same meaning as used in the Indenture.

In connection with this Company Order, there are delivered to you herewith the following:

1.

Certified copies of the resolutions adopted by the Board of Directors of the Company authorizing the execution of the fourth Supplemental Indenture and the authentication and delivery ofthe Notes pursuant to Sections 2.05(c)(1) and 13.01 ofthe Indenture; 2.

Opinions ofCounsel pursuant to Sections 2.05(c)(2) and 13.05 ofthe Indenture; 3.

Independent Experts Certificate pursuant to Section 2.05(c)(3) ofthe Indenture; 4.

Officers Certificate pursuant to Sections 2.05(c)(4) and 13.05 ofthe Indenture; 5.

Six (6) counterparts ofthe Fourth Supplemental Indenture executed by the Company; 6.

A certificate representing the Notes executed on behalf of the Company in accordance with the terms of Section 2.05(a) of the Indenture; and 7.

Pursuant to Section 2.05(c)(3) ofthe Indenture, the Companys Senior Note Mortgage Bonds designated First Mortgage Bonds, Senior Note Series CILCO-AA (the Bonds) in the principal amount of $42,000,000 relating to the Bonds, fully registered

in the name ofthe Trustee in trust for the benefit ofthe Holders from time to time ofthe Notes.

You are hereby instructed to (i) authenticate the Notes, and deliver them to The Bank of New York Mellon Trust Company, N.A., as trustee under the CILCO Indenture, and (ii) execute the Fourth Supplemental Indenture in the counterparts provided and to return all but one counterpart to Craig W. Stensland, 1901 Chouteau, P.O. Box 66149 (MC 1310), St Louis, MO 63 166-6149.

2

Please acknowledge receipt of the Fourth Supplemental Indenture, the Notes, the instructions referred to above and the supporting documentation pursuant to the Indenture referred to above (including the Bonds in trust for the benefit ofthe Holders).

Very truly yours, Ameren Illinois Company By:

/5/ Darryl T. Sagel Name: Darryl T. Sagel

Title:

Vice President and Treasurer

Receipt from the Company of the fourth Supplemental Indenture, the Notes, certain instructions related thereto and the supporting documentation pursuant to the Indenture (including the Bonds in trust for the benefit of the Holders) in connection with the authentication and delivery ofthe Notes is hereby acknowledged.

The Bank ofNew York Mellon Trust Company, N.A.,

as Trustee By:

/s/ Karen Yu Name: Karen Yu

Title:

Vice President

4 Exhibit 4.6 NOTWITHSTANDING ANY PROVISIONS HEREOF OR IN THE INDENTURE THIS NOTE IS NOT ASSIGNABLE OR TRANSFERABLE EXCEPT AS PERMITTED BY SECTION 16.04 OF THE INDENTURE DATEI) AS OF JUNE 1, 2006, AS AMENDEI) AND SUPPLEMENTED, BETWEEN AMEREN ILLINOIS COMPANY (AS SUCCESSOR TO CENTRAL ILLINOIS LIGHT COMPANY) AND THE BANK OF NEW YORK TRUST COMPANY, NA.

(NOW THE BANK OF NEW YORK MELLON TRUST COMPANY, NA.), AS TRUSTEE AMEREN ILLINOIS COMPANY (Incorporated under the laws ofthe State of Illinois)

Illinois Commerce Commission Identification No.: Ill. CC. 6797 SEMOR NOTE SERIES CILCO-AA No. 1

$42,000,000 AMEREN ILLINOIS COMPANY, a corporation organized and existing under the laws ofthe State oflllinois (the Company), which term shall include any successor corporation within the meaning ofthe Indenture hereinafter referred to, for value received, hereby promises to pay to The Bank ofNew York Mellon Trust Company, NA., as trustee (the CILCO Trustee) under the Indenture dated as ofJune 1, 2006 (as amended and supplemented, the CILCO Indenture),

relating to the Companys 6.70% Senior Secured Notes due 2036 (the 2036 Notes) in the aggregate principal amount of$42,000,000, between the Company (as successor to Central Illinois Light Company) and the CILCO Trustee, or registered assigns, the principal sum of$42,000,000 on June 15, 2036, in any corn or currency ofthe United States ofAmerica, which at the time ofpayment is legal tender for public and private debts, and to pay interest thereon in like coin or currency from the date ofissuance (and thereafter from the dates set forth in the 2036 Notes), and at the same rate ofinterest as the 2036 Notes. Interest on overdue principal, premium, ifany, and, to the extent permitted by law, on overdue interest, shall be payable at the interest rate payable on the 2036 Notes. Interest on this Note is payable on the same dates as interest on the 2036 Notes is paid, until the principal sum ofthis Note is paid in full. Pursuant to Article XVI of the CILCO Indenture, this Note is issued to the CILCO Trustee to secure any and all obligations ofthe Company under the 2036 Notes and any other series of senior notes from time to time outstanding under the CILC() Indenture. Payment ofprincipal of or premium, if any, or interest on, the 2036 Notes shall constitute payments on this Note as further provided herein and in the Supplemental Indenture of October 15, 20 1 9 (as hereinafter defined) pursuant to which this Note has been issued. Both the principal of premium, ifany, and the interest on, this Note are payable at the office ofthe CILCO Trustee.

Upon any payment of the principal of premium, if any, and interest on, all or any portion of the 2036 Notes, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereofhaving been made in accordance with Section 5.01(a) ofthe CILCO Indenture, a principal amount ofthis Note equal to the principal amount ofsuch 2036 Notes shall, to the extent ofsuch payment ofprincipal, premium, ifany, and interest, be deemed paid and the obligation ofthe Company thereunder to make such payment shall be discharged to such extent and, in the case ofthe payment ofprincipal (and premium, if any), such Notes shall be surrendered to the Company for cancellation as provided in Section 16.08 ofthe CILCO Indenture. The Trustee (as hereinafter defined) may at any time and all times conclusively assume that the obligation ofthe Company to make payments with respect to the principal of premium, if any, and interest on, the 2036 Notes, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the CILCO Trustee signed by one of its officers stating (i) that timely payment ofprincipal of premium, ifany, or interest on, the 2036 Notes has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the CILCO Trustee pursuant to the CILCO Indenture, and (iii) the anount ofthe arrearage.

For purposes ofSection 16.09 ofthe CILCO Indenture, this Note shall be deemed to be the Related Series ofIP Senior Notes in respect ofthe 2036 Notes.

This Note shall not be entitled to any benefit under the Indenture or any indenture supplemental thereto, or become valid or obligatory for any purpose, until the form of certificate endorsed hereon shall have been signed by or on behalfofThe Bank ofNew York Mellon Trust Company, NA., as the trustee under the Indenture, or a successor trustee thereto under the Indenture (the Trustee).

The provisions ofthis Note are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though ftilly set forth at this place.

IN WITNESS WHEREOF, Ameren Illinois Company has caused this instrument to be duly executed.

AMEREN ILLINOIS COMPANY By: Is! Darryl T. Sagel Name: Darryl T. Sagel

Title:

Vice President and Treasurer ATTEST:

By: Is! Craig W. Stensland Name: Craig W. Stensland

Title:

Assistant Secretary TRUSTEES CERTIFICATE OF AUTHENTICATION This Note is one ofthe Notes ofthe series herein designated, described or provided for in the within-mentioned Indenture and the Supplemental Indenture dated as ofOctober 15, 2019.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee, By: Is! Karen Yu AUTHORIZED SIGNATORY Dated: October 30, 2019 2

REVERSE OF NOTE This Note is one ofa duly authorized issue ofnotes issued and to be issued under an Indenture dated as ofJune 1, 2006 between the Company (as successor to Illinois Power Company) and The Bank ofNew York Mellon Trust Company NA. (herein called the Trustee, which term includes any successor Trustee under the Indenture) and all indentures supplemental thereto (collectively, the Indenture). This Note is one of a series designated as the Series CILCO AA Notes ofthe Company, unlimited in aggregate principal amount, issued under and secured by the Indenture and described in the Supplemental Indenture dated as ofOctober 15, 2019 (the Supplemental Indenture ofOctober 15. 2019 ), between the Company and the Trustee, supplemental to the Indenture. Under the Indenture, one or more series ofnotes may be issued and, as used herein, the term Notes refers to the Notes ofthis series. Reference is hereby made to the Indenture for a more complete statement ofthe respective rights, limitations ofrights, duties and immunities thereunder ofthe Company, the Trustee and the Noteholders and ofthe terms upon which the Notes are and are to be authenticated and delivered.

The Notes will be secured by first mortgage bonds (the Senior Note Mortgage Bonds) delivered by the Company to the Trustee for the benefit of the Holders of the Notes, issued under the General Mortgage Indenture and Deed of Trust, dated as ofNovember 1, 1 992 between the Company and The Bank ofNew York Mellon Trust Company, NA., as successor trustee (the Mortgage Trustee), as supplemented and modified (collectively, the Mortgage). Reference is made to the Mortgage and the Indenture for a description ofthe rights ofthe Trustee as holder ofthe Senior Note Mortgage Bonds, the property mortgaged and pledged, the nature and extent ofthe security and the rights ofthe holders ofmortgage bonds, under the Mortgage and the rights ofthe Company and of the Mortgage Trustee in respect thereof the duties and immunities ofthe Mortgage Trustee and the terms and conditions upon which the Senior Note Mortgage Bonds are secured and the circumstances under which additional mortgage bonds may be issued. By its acquisition of an interest in this Series CILCO-AA Note, each Holder ofthis Series CILCO-AA Note irrevocably (a) consents to the amendments to the Mortgage set forth in Article I ofthe Supplemental Indenture dated as of October 25, 2017, supplemental to the Mortgage, without any other or further action by any Holder ofthis Series CILCO-AA Note, and (b) designates the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such Holder in favor of such amendments at any meeting of Holders, in lieu of any meeting of Holders, in any consent solicitation or otherwise. Any such consent or waiver by the Holder of this Series CILCO AA Note shall be conclusive and binding upon such Holder and upon all future Holders ofthis Series CILCO-AA Note and ofany Series CILC()-AA Note issued upon the registration oftransfer hereof or in exchange therefor or in lieu thereofwhether or not notation of such consent or waiver is made upon this Series CILCO-AA Note.

This Series CILCO-AA Note is subject to redemption in accordance with the terms ofthe Supplemental Indenture ofOctober 15, 2019.

This Note shall be governed by, and construed in accordance with, the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State without regard to conflicts of law principles thereof.

In case an Event of Default, as defmed in the Indenture, shall occur, the principal of all Notes at any such time Outstanding under the Indenture may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided m the Indenture. The Indenture provides that such declaration may be rescinded under certain circumstances.

3

Ameren SCHEDULE I CHANGE OF CONTROL SEVERANCE PLAN PARTICIPANTS SECTION 16 OFFICERS Exhibit 10.2 Benefit Level1

- 3 Baxter, Warner L.

Mark, Richard J.

Diya, Fadi M.

Moehn, Michael Lyons, Martin J.

Benefit Level -2 IAmirthalingam, Bhavani I

1 Benefit Levels are defined as a payment amount equal to a cash severance multiple of base pay, target short-term incentive award, short-term incentive award in year of termination (prorated at target), the actuarial equivalent of the benefit under the qualified defined benefit retirement plan and any excess or supplemental retirement plan.

IK1 yk

. ::::::: :::::: ::::::::::::::::::::::::::::::::::::: :2::: :: :::: :: ::::::::::::::::::::::::::::::::::: :: ::::: ::::::;::.

Exhibit 31.1 RULE 13a-14(a)/15d-14(a) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF AMEREN CORPORATION (required by Section 302 ofthe Sarbanes-Oxley Act of 2002)

I, Warner L. Baxter, certify that:

1.

I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2019 ofAmeren Corporation; 2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.

Based on my knowledge, the fmancial statements, and other financial information included in this report, fairly present in all material respects the fmancial condition, results ofoperations and cash flows ofthe registrant as of and for, the periods presented in this report; 4.

The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-l5(e)) and internal control over fmancial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c)

Evaluated the effectiveness ofthe registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as ofthe end ofthe period covered by this report based on such evaluation; and d)

Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrant s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant s internal control over financial reporting; and 5.

The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee ofthe registrants board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and h)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant s internal control over financial reporting.

Date: November 8, 2019

/5/ Warner L. Baxter Warner L. Baxter Chairman, President and ChiefExecutive Officer (Principal Executive Officer)

Exhibit 31.2 RULE 13a-14(a)/15d-1 4(a) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER OF AMEREN CORPORATION (required by Section 302 ofthe Sarbanes-Oxley Act of 2002)

I, Martin J. Lyons, Jr., certif that:

1.

I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2019 ofAmeren Corporation; 2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light ofthe circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.

Based on my knowledge, the fmancial statements, and other financial information included in this report, fairly present in all material respects the fmancial condition, results ofoperations and cash flows ofthe registrant as of, and for, the periods presented in this report; 4.

The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over fmancial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(O) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of fmancial statements for external purposes in accordance with generally accepted accounting principles; c)

Evaluated the effectiveness ofthe registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as ofthe end ofthe period covered by this report based on such evaluation; and d)

Disclosed in this report any change in the registrants internal control over fmancial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and 5.

The registrants other certifying officer and I have disclosed, based on our most recent evaluation ofintemal control over financial reporting, to the registrants auditors and the audit committee ofthe registrants board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant s ability to record, process, summarize and report financial information; and b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

Date: November 8, 2019

/5/ Martin I. Lyons, Jr.

Martin J. Lyons, Jr.

Executive Vice President and ChiefFinancial Officer (Principal Financial Officer)

Exhibit 31.3 RULE 13a-14(a)/15d-14(a) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF UMON ELECTRIC COMPANY (required by Section 302 ofthe Sarbanes-Oxley Act of 2002)

I, Michael L. Moehn, certify that:

1.

I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2019 ofUnion Electric Company; 2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light ofthe circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results ofoperations and cash flows ofthe registrant as of and for, the periods presented in this report; 4.

The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-l5(e)) and internal control over fmancial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c)

Evaluated the effectiveness ofthe registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as ofthe end ofthe period covered by this report based on such evaluation; and d)

Disclosed in this report any change in the registrant s internal control over financial reporting that occurred during the registrant s most recent fiscal quarter (the registrant s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant s internal control over financial reporting; and 5.

The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee ofthe registrants board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation ofintemal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

Date: November 8, 2019

/5/ Michael L. Moehn Michael L. Moehn Chairman and President (Principal Executive Officer)

Exhibit 31.4 RULE 13a-14(a)/15d-14(a) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER OF UNION ELECTRIC COMPANY (required by Section 302 ofthe Sarbanes-Oxley Act of 2002)

I, Martin J. Lyons, Jr., certify that:

1.

I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2019 ofUnion Electric Company; 2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the fmancial condition, results ofoperations and cash flows ofthe registrant as of and for, the periods presented in this report; 4.

The registrants other certifyiing officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-l5(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability offmancial reporting and the preparation offmancial statements for external purposes in accordance with generally accepted accounting principles; c)

Evaluated the effectiveness ofthe registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as ofthe end ofthe period covered by this report based on such evaluation; and d)

Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and 5.

The registrants other certifying officer and I have disclosed, based on our most recent evaluation ofmtemal control over financial reporting, to the registrants auditors and the audit committee ofthe registrants board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

Date: November 8, 2019

/5/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

Executive Vice President and ChiefFinancial Officer (Principal Financial Officer)

Exhibit 31.5 RULE 13a-14(a)/15d-1 4(a) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF AMEREN ILLINOIS COMPANY (required by Section 302 ofthe Sarbanes-Oxley Act of 2002)

I, Richard J. Mark, certify that:

1.

I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2019 ofAmeren Illinois Company; 2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light ofthe circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the fmancial condition, results ofoperations and cash flows ofthe registrant as of and for, the periods presented in this report; 4.

The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defmed in Exchange Act Rules 13a-15(e) and 15d-l5(e)) and internal control over fmancial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 5)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c)

Evaluated the effectiveness ofthe registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as ofthe end ofthe period covered by this report based on such evaluation; and d)

Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrant s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and 5.

The registrants other certifying officer and I have disclosed, based on our most recent evaluation ofintemal control over financial reporting, to the registrants auditors and the audit committee ofthe registrants board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

Date: November 8, 2019

/5/ Richard J. Mark Richard I. Mark Chairman and President (Principal Executive Officer)

Exhibit 31.6 RULE 1 3a-14(a)/15d-14(a) CERTIFICATION OF PRNCIPAL FINANCIAL OFFICER OF AMEREN ILLINOIS COMPANY (required by Section 302 ofthe Sarbanes-Oxley Act of 2002)

I, Martin J. Lyons, Jr., certify that:

1.

I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2019 ofAmeren Illinois Company; 2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.

Based on my knowledge, the fmancial statements, and other financial information included in this report, fairly present in all material respects the fmancial condition, results ofoperations and cash flows ofthe registrant as of and for, the periods presented in this report; 4.

The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-l5(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability offmancial reporting and the preparation offmancial statements for external purposes in accordance with generally accepted accounting principles; c)

Evaluated the effectiveness ofthe registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as ofthe end ofthe period covered by this report based on such evaluation; and d)

Disclosed in this report any change in the registrants internal control over fmancial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case ofan annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and 5.

The registrants other certifying officer and I have disclosed, based on our most recent evaluation ofmtemal control over financial reporting, to the registrants auditors and the audit committee ofthe registrants board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

Date: November 8, 2019

/5/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

Executive Vice President and ChiefFinancial Officer (Principal Financial Officer)

Exhibit 32.1 SECTION 1350 CERTIFICATION OF THE PRINCIPAL. EXECUTIVE OFFICER AND THE PRiNCIPAL FINANCIAL OFFICER OF AMEREN CORPORATION (required by Section 906 ofthe Sarbanes-Oxley Act of 2002)

In connection with the report on Form 10-Q for the quarterly period ended September 30, 2019 ofAmeren Corporation (the Registrant) as filed by the Registrant with the Securities and Exchange Commission on the date hereof(the Form 10-Q), each undersigned officer ofthe Registrant does hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 ofthe Sarbanes-Oxley Act of2002, that:

(1)

The Form 10-Q fully complies with the requirements ofSection 13(a) or 15(d) ofthe Securities Exchange Act of 1934 (15 U.S.C. 78m or 72o(d)); and (2)

The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: November 8, 2019

/5/ Warner L. Baxter Warner L. Baxter Chairman, President and ChiefExecutive Officer (Principal Executive Officer)

Is! Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Exhibit 32.2 SECTION 1350 CERTIFICATION OF TIlE PRll1CIPAL EXECUTIVE OFFICER AND THE PRINCIPAL fiNANCIAL OFFICER OF UNTON ELECTRIC COMPANY (required by Section 906 ofthe Sarbanes-Oxley Act of 2002)

In connection with the report on Form l0-Q for the quarterly period ended September 30, 2019 ofUnion Electric Company (the Registrant) as filed by the Registrant with the Securities and Exchange Commission on the date hereof(the Form l0-Q), each undersigned officer ofthe Registrant does hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 ofthe Sarbanes-Oxley Act of2002, that:

(1)

The Form l0-Q fully complies with the requirements ofSection 13(a) or 15(d) ofthe Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2)

Ihe information contained in the Form lO-Q fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: November 8, 2019

/5/ Michael L. Moehn Michael L. Moehn Chairman and President (Principal Executive Officer)

/5/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Exhibit 32.3 SECTION 1350 CERTIFICATION OF TIlE PRINCIPAL EXECUTIVE OFFICER AND THE PRThCIPAL FTNANCIAL OFFICER OF AMEREN ILLINOIS COMPANY (required by Section 906 ofthe Sarbanes-Oxley Act of 2002)

In connection with the report on Form 10-Q for the quarterly period ended September 30, 2019 ofAmeren Illinois Company (the Registrant) as filed by the Registrant with the Securities and Exchange Commission on the date hereof(the Form 10-Q), each undersigned officer ofthe Registrant does hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 ofthe Sarbanes-Oxley Act of2002, that:

(1)

The form 10-Q fully complies with the requirements ofSection 13(a) or 15(d) ofthe Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), and (2)

The information contained m the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations ofthe Registrant.

Date: November 8, 2019

/5/ Richard J. Mark Richard J. Mark Chairman and President (Principal Executive Officer)

/5/ Martin J. Lyons, Jr.

Martin J. Lyons, Jr.

Executive Vice President and Chieffinancial Officer (Principal Financial Officer)