Ameren 10-Q 2022-09-30

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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, 2022

OR

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

Commission File Number			Exact name of registrant as specified in its charter; State of Incorporation; Address and Telephone Number			IRS Employer 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

(314) 621-3222

1-3672			Ameren Illinois Company			37-0211380

(Illinois Corporation)

10 Richard Mark Way

Collinsville, Illinois 62234

(618) 343-8150

			Former address

10 Executive Drive

Collinsville, Illinois 62234

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value per share			AEE			New York Stock Exchange

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Indicate by check mark whether the registrants: (1) have filed all reports required to be filed by Section 13 or 15(d) of the 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 for the past 90 days.

Ameren Corporation						Yes						☒						No						☐
Union Electric Company						Yes						☒						No						☐
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 of this 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						☐

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 of the Exchange Act.

Ameren Corporation			Large accelerated filer			☒			Accelerated filer			☐			Non-accelerated filer			☐
									Smaller reporting company			☐			Emerging growth company			☐
Union Electric Company			Large accelerated filer			☐			Accelerated filer			☐			Non-accelerated filer			☒
									Smaller reporting company			☐			Emerging growth company			☐
Ameren Illinois Company			Large accelerated filer			☐			Accelerated filer			☐			Non-accelerated filer			☒
									Smaller reporting company			☐			Emerging growth company			☐

If an emerging growth company, indicate by check mark if the 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) of the 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 of the Exchange Act).

Ameren Corporation						Yes						☐						No						☒
Union Electric Company						Yes						☐						No						☒
Ameren Illinois Company						Yes						☐						No						☒

The number of shares outstanding of each registrant’s classes of common stock as of October 31, 2022, was as follows:

Registrant						Title of each class of common stock			Shares outstanding
Ameren Corporation						Common stock, $0.01 par value per share			258,522,169
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 10-Q is separately filed by Ameren Corporation, Union Electric Company, and Ameren Illinois Company. Each registrant hereto is filing on its own behalf all of the 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.

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						Page
Glossary of Terms and Abbreviations						1
Forward-looking Statements						1
PART I. Financial Information
Item 1.			Financial Statements (Unaudited)			4
			Ameren Corporation			4
			Consolidated Statement of Income and Comprehensive Income			4
			Consolidated Balance Sheet			5
			Consolidated Statement of Cash Flows			6
			Consolidated Statement of Shareholders’ Equity			7
			Union Electric Company (d/b/a Ameren Missouri)			8
			Consolidated Statement of Income			8
			Consolidated Balance Sheet			9
			Consolidated Statement of Cash Flows			10
			Consolidated Statement of Shareholders’ Equity			11
			Ameren Illinois Company (d/b/a Ameren Illinois)			12
			Statement of Income			12
			Balance Sheet			13
			Statement of Cash Flows			14
			Statement of Shareholders’ Equity			15
			Note 1. Summary of Significant Accounting Policies			16
			Note 2. Rate and Regulatory Matters			17
			Note 3. Short-term Debt and Liquidity			20
			Note 4. Long-term Debt and Equity Financings			21
			Note 5. Other Income, Net			23
			Note 6. Derivative Financial Instruments			23
			Note 7. Fair Value Measurements			25
			Note 8. Related-party Transactions			28
			Note 9. Commitments and Contingencies			29
			Note 10. Callaway Energy Center			33
			Note 11. Retirement Benefits			34
			Note 12. Income Taxes			35
			Note 13. Supplemental Information			36
			Note 14. Segment Information			39
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			42
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			78
Item 4.			Controls and Procedures			78
PART II. Other Information
Item 1.			Legal Proceedings			79
Item 1A.			Risk Factors			79
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			79
Item 6.			Exhibits			80
Signatures						81

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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 of Ameren Corporation are named specifically as their various business activities are discussed. Refer to the Form 10-K for a complete listing of glossary terms and abbreviations. Only new or significantly changed terms and abbreviations are included below.

2020 IRP – Integrated Resource Plan, a long-term nonbinding plan that Ameren Missouri filed with the MoPSC in September 2020.

2022 Change to the 2020 IRP – A change to Ameren Missouri’s 2020 IRP filed with the MoPSC in June 2022 reflecting certain modifications to Ameren Missouri’s preferred approach for meeting its customers’ projected long-term energy needs in a cost-effective manner while maintaining system reliability and achieving a goal of net-zero CO2 emissions by 2045.

COLI – Company-owned life insurance.

Form 10-K – The combined Annual Report on Form 10-K for the year ended December 31, 2021, filed by the Ameren Companies with the SEC.

IRA – The Inflation Reduction Act of 2022, federal legislation enacted in August 2022, which includes various provisions, such as expanded tax credits for clean energy investments, transferability of certain tax credits to an unrelated party for cash, and a corporate alternative minimum tax on certain entities, among other things.

MW-day – Megawatt-day, a measure of electric generation equivalent to one MW of power generated over one day.

PISA – Plant-in-service accounting regulatory mechanism, a mechanism under Missouri law that permits electric utilities to defer and recover 85% of the depreciation expense and earn a return at the applicable WACC on rate base for certain property, plant, and equipment placed in service, and not included in base rates, subject to MoPSC prudence reviews. The rate base on which the return is calculated incorporates qualifying capital expenditures not included in base rates, as well as changes in total accumulated depreciation excluding retirements and plant-related deferred income taxes. The regulatory asset for accumulated PISA deferrals earns a return at the applicable WACC. The PISA is effective through December 2028, unless Ameren Missouri requests and receives MoPSC approval of an extension through December 2033.

QTD – Three months ended September 30.

Smart Energy Plan – Ameren Missouri’s plan to upgrade its electric grid through at least 2026. Planned upgrades include investments to improve reliability and accommodate more renewable energy.

YTD – Nine months ended September 30.

YoY – Compared with the year-ago period.

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, projections, strategies, targets, estimates, objectives, events, conditions, and financial 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 within Risk Factors in the Form 10-K and in this report, 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, that may change regulatory recovery mechanisms, such as those that may result from the impact of a final ruling to be issued by the United States Court for the Eastern District of Missouri regarding its September 2019 remedy order for the Rush Island Energy Center, the MoPSC staff review of the planned Rush Island Energy Center retirement, Ameren Missouri’s electric service regulatory rate review filed in August 2022 with the MoPSC, the August 2022 United States Court of Appeals for the District of Columbia Circuit ruling that vacated FERC’s MISO ROE-determining orders and remanded the proceedings to the FERC, the July 2020 appeal filed by Ameren Missouri, Ameren Illinois, and ATXI challenging the FERC’s rehearing denials in the transmission formula rate revision cases, Ameren Illinois’ electric distribution service rate reconciliation request filed with the ICC in April 2022, and Ameren Illinois’ annual electric energy-efficiency formula rate update filed with the ICC in June 2022;

*•*the length and severity of the COVID-19 pandemic, and its impacts on our business continuity plans and our results of operations, financial position, and liquidity, including but not limited to changes in customer demand resulting in changes to sales volumes; customers’ payment for our services; the health, welfare, and availability of our workforce and contractors; supplier disruptions; delays in the completion of construction projects, which could impact our expected capital expenditures and rate base growth; changes in how we operate our business; and our ability to access the capital markets on reasonable terms and when needed;

• the effect of Ameren Illinois’ use of the performance-based formula ratemaking framework for its electric distribution service under the IEIMA, which will establish and allow for a reconciliation of electric distribution service rates through 2023, its participation in electric

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energy-efficiency programs, and the related impact of the direct relationship between Ameren Illinois’ ROE and the 30-year United States Treasury bond yields;

• the effect and duration of Ameren Illinois’ election to either utilize traditional regulatory rate reviews or MYRPs for electric distribution service ratemaking effective for rates beginning in 2024;

• the effect on Ameren Missouri of any customer rate caps or limitations to increases to the electric service revenue requirement pursuant to Ameren Missouri’s election to use the PISA;

• the effects of changes in federal, state, or local laws and other governmental actions, including monetary, fiscal, foreign trade, and energy policies;

• the effects of changes in federal, state, or local tax laws or rates, including the effects of the IRA, as well as additional regulations, interpretations, amendments, or technical corrections to or in connection with the IRA, and challenges to the tax positions taken by the Ameren Companies, if any, as well as resulting effects on customer rates;

• the effects on energy prices and demand for our services resulting from technological advances, including advances in customer energy efficiency, electric vehicles, electrification of various industries, energy storage, and private generation sources, which generate electricity at the site of consumption and are becoming more cost-competitive;

• the effectiveness of Ameren Missouri’s customer energy-efficiency programs and the related revenues and performance incentives earned under its MEEIA programs;

• Ameren Illinois’ ability to achieve the performance standards applicable to its electric distribution business and electric customer energy-efficiency goals and the resulting impact on its allowed ROE;

• our ability to control costs and make substantial investments in our businesses, including our ability to recover costs and investments, and to earn our allowed ROEs, within frameworks established by our regulators, while maintaining affordability of our services for our customers;

• the cost and availability of fuel, such as low-sulfur coal, natural gas, and enriched uranium used to produce electricity; the cost and availability of natural gas for distribution and purchased power, including capacity, zero emission credits, renewable energy credits, emission allowances; and the level and volatility of future market prices for such commodities and credits;

• disruptions in the delivery of fuel, failure of our fuel suppliers to provide adequate quantities or quality of fuel, or lack of adequate inventories of fuel, including nuclear fuel assemblies from the one NRC-licensed supplier of such assemblies for Ameren Missouri’s Callaway Energy Center;

• the cost and availability of transmission capacity for the energy generated by Ameren Missouri’s energy centers or required to satisfy Ameren Missouri’s energy sales;

• the effectiveness of our risk management strategies and our use of financial and derivative instruments;

• the ability to obtain sufficient insurance, or in the absence of insurance, the ability to timely recover uninsured losses from our customers;

*•*the impact of cyberattacks and data security risks on us or our suppliers, which could, among other things, result in the loss of operational control of energy centers and electric and natural gas transmission and distribution systems and/or the loss of data, such as customer, employee, financial, and operating system information;

• business, economic, and capital market conditions, including the impact of such conditions on interest rates, inflation, and investments;

• disruptions of the capital markets, deterioration in credit metrics of the Ameren Companies, or other events that may have an adverse effect on the cost or availability of capital, including short-term credit and liquidity;

• the actions of credit rating agencies and the effects of such actions;

• the inability of our counterparties to meet their obligations with respect to contracts, credit agreements, and financial instruments, including as they relate to the construction and acquisition of electric and natural gas utility infrastructure and the ability of counterparties to complete projects, which is dependent upon the availability of necessary materials and equipment, including those obligations that are affected by supply chain disruptions;

• the impact of weather conditions and other natural phenomena on us and our customers, including the impact of system outages and the level of wind and solar resources;

• the construction, installation, performance, and cost recovery of generation, transmission, and distribution assets;

• the effects of failures of electric generation, electric and natural gas transmission or distribution, or natural gas storage facilities systems and equipment, which could result in unanticipated liabilities or unplanned outages;

• the operation of Ameren Missouri’s Callaway Energy Center, including planned and unplanned outages, as well as the ability to recover costs associated with such outages and the impact of such outages on off-system sales and purchased power, among other things;

• Ameren Missouri’s ability to recover the remaining investment and decommissioning costs associated with the retirement of an energy center, as well as the ability to earn a return on that remaining investment and those decommissioning costs;

• the impact of current environmental laws and new, more stringent, or changing requirements, including those related to NSR and CO2, other emissions and discharges, Illinois emission standards, cooling water intake structures, CCR, energy efficiency, and wildlife protection, that could limit or terminate the operation of certain of Ameren Missouri’s energy centers, increase our operating costs or investment requirements, result in an impairment of our assets, cause us to sell our assets, reduce our customers’ demand for electricity or natural gas, or otherwise have a negative financial effect;

• the impact of complying with renewable energy standards in Missouri and Illinois and with the zero emission standard in Illinois;

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• Ameren Missouri’s ability to construct and/or acquire wind, solar, and other renewable energy generation facilities and battery storage, as well as natural gas-fired combined cycle energy centers, retire energy centers, and implement new or existing customer energy-efficiency programs, including any such construction, acquisition, retirement, or implementation in connection with its Smart Energy Plan, integrated resource plan, or emissions reduction goals, and to recover its cost of investment, related return, and, in the case of customer energy-efficiency programs, any lost margins in a timely manner, which is affected by the ability to obtain all necessary regulatory and project approvals, including certificates of convenience and necessity from the MoPSC or any other required approvals for the addition of renewable resources;

• Ameren Missouri’s ability to use or transfer federal production and investment tax credits related to renewable energy projects; the cost of wind, solar, and other renewable generation and storage technologies; and our ability to obtain timely interconnection agreements with the MISO or other RTOs at an acceptable cost for each facility;

• advancements in energy technologies, including carbon capture, utilization, and sequestration, hydrogen fuel for electric production and energy storage, next generation nuclear, and large-scale long-cycle battery energy storage, and the impact of constructive federal and state energy and economic policies with respect to those technologies;

• labor disputes, work force reductions, changes in future wage and employee benefits costs, including those resulting from changes in discount rates, mortality tables, returns on benefit plan assets, and other assumptions;

• the impact of negative opinions of us or our utility services that our customers, investors, legislators, regulators, or other stakeholders 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, negative media coverage, or concerns about ESG practices;

• the impact of adopting new accounting guidance;

• the effects of strategic initiatives, including mergers, acquisitions, and divestitures;

• legal and administrative proceedings;

• the impacts of the Russian invasion of Ukraine, related sanctions imposed by the U.S. and other governments, and any broadening of the conflict, including potential impacts on the cost and availability of fuel, natural gas, enriched uranium, and other commodities, materials, and services, the inability of our counterparties to perform their obligations, disruptions in the capital and credit markets, and other impacts on business, economic, and geopolitical conditions, including inflation; 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 of such factors, nor can it assess the impact of each 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.

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PART I. FINANCIAL INFORMATION

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,
			2022						2021						2022						2021
Operating Revenues:
Electric			$	2,140					$	1,668					$	4,971					$	4,108
Natural gas			166						143						940						741
Total operating revenues			2,306						1,811						5,911						4,849
Operating Expenses:
Fuel			117						184						376						422
Purchased power			563						159						1,058						479
Natural gas purchased for resale			58						45						431						275
Other operations and maintenance			475						457						1,427						1,289
Depreciation and amortization			350						290						965						856
Taxes other than income taxes			144						142						415						392
Total operating expenses			1,707						1,277						4,672						3,713
Operating Income			599						534						1,239						1,136
Other Income, Net			58						56						180						151
Interest Charges			126						94						356						290
Income Before Income Taxes			531						496						1,063						997
Income Taxes			78						70						148						128
Net Income			453						426						915						869
Less: Net Income Attributable to Noncontrolling Interests			1						1						4						4
Net Income Attributable to Ameren Common Shareholders			$	452					$	425					$	911					$	865
Net Income			$	453					$	426					$	915					$	869
Other Comprehensive Income, Net of Taxes
Pension and other postretirement benefit plan activity, net of income taxes of $—, $—, $—, and $—, respectively			—						1						1						1
Comprehensive Income			453						427						916						870
Less: Comprehensive Income Attributable to Noncontrolling Interests			1						1						4						4
Comprehensive Income Attributable to Ameren Common Shareholders			$	452					$	426					$	912					$	866
Earnings per Common Share – Basic			$	1.75					$	1.66					$	3.53					$	3.38
Earnings per Common Share – Diluted			$	1.74					$	1.65					$	3.51					$	3.36
Weighted-average Common Shares Outstanding – Basic			258.4						257.3						258.2						255.9
Weighted-average Common Shares Outstanding – Diluted			259.5						258.6						259.3						257.2

The accompanying notes are an integral part of these consolidated financial statements.

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AMEREN CORPORATION

CONSOLIDATED BALANCE SHEET

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

			September 30, 2022						December 31, 2021
ASSETS
Current Assets:
Cash and cash equivalents			$	7					$	8
Accounts receivable – trade (less allowance for doubtful accounts of $31 and $29, respectively)			665						434
Unbilled revenue			366						301
Miscellaneous accounts receivable			62						85
Inventories			695						592
Current regulatory assets			346						319
Current collateral assets			145						66
Other current assets			232						163
Total current assets			2,518						1,968
Property, Plant, and Equipment, Net			30,608						29,261
Investments and Other Assets:
Nuclear decommissioning trust fund			910						1,159
Goodwill			411						411

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The following discussion should be read in conjunction with the financial statements contained in this Form 10-Q, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations 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 of Ameren as a whole. Also see the Glossary of Terms and Abbreviations at the front of this 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. Ameren’s subsidiaries are separate, independent legal entities with separate businesses, assets, and liabilities. Dividends on

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Ameren’s common stock and the payment of expenses by Ameren depend on distributions made to it by its subsidiaries. Ameren’s 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 in the MISO.

Ameren’s and Ameren Missouri’s financial statements are prepared on a consolidated basis and therefore include the accounts of their majority-owned subsidiaries. All intercompany transactions have been eliminated. Ameren Missouri’s subsidiaries were created for the ownership of renewable generation projects. Ameren Illinois has 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 Ameren’s earnings. We believe this per share information helps readers to understand the impact of these factors on Ameren’s earnings per share.

OVERVIEW

Net income attributable to Ameren common shareholders in the three months ended September 30, 2022, was $452 million, or $1.74 per diluted share, compared with $425 million, or $1.65 per diluted share, in the year-ago period. Net income attributable to Ameren common shareholders in the nine months ended September 30, 2022, was $911 million, or $3.51 per diluted share, compared with $865 million, or $3.36 per diluted share, in the year-ago period. Net income for the three and nine months ended September 30, 2022, was favorably affected by increased rate base investments across all segments and a higher recognized ROE at Ameren Illinois Electric Distribution, increased base rate revenues at Ameren Missouri pursuant to the December 2021 MoPSC electric rate order, and increased retail electric sales volumes at Ameren Missouri, primarily resulting from colder winter and warmer summer temperatures experienced in 2022. Net income for the three and nine months ended September 30, 2022, compared with the year-ago periods, was unfavorably affected by increased other operations and maintenance expenses not subject to formula rates, riders, or trackers, primarily due to a reduction in the cash surrender value of COLI, an increase due to the expiration of contracts relating to refined coal tax credits at Ameren Missouri in 2021, and higher transmission and distribution expenses due to a change in the timing of capitalized work, disciplined project management, and other project-related costs. Net income comparisons in both periods were also unfavorably affected by increased financing costs from debt issuances; a higher effective income tax rate, primarily due to changes in the cash surrender value of COLI; and an increase in the weighted-average basic common shares outstanding.

Ameren’s strategic plan includes investing 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, shareholders, and the environment. Ameren remains focused on disciplined cost management and strategic capital allocation. Ameren invested $2.4 billion in its rate-regulated businesses in the nine months ended September 30, 2022.

In December 2021, Ameren Missouri filed a motion with the United States District Court for the Eastern District of Missouri to modify a September 2019 remedy order issued by the district court to allow the retirement of the Rush Island Energy Center in advance of its previously expected useful life in lieu of installing a flue gas desulfurization system. The March 31, 2024 compliance date contained in the district court’s September 2019 remedy order remains in effect unless extended by the district court. In July 2022, in response to an Ameren Missouri request for a final, binding reliability assessment, the MISO designated the Rush Island Energy Center as a system support resource and concluded that certain mitigation measures, including transmission upgrades, should occur before the energy center is retired. The transmission upgrade projects have been approved by the MISO, and Ameren Missouri has started design and procurement activities necessary to complete the upgrades and expects to complete the upgrades by late 2025. In October 2022, the FERC approved a system support resource agreement, which became effective retroactively as of September 1, 2022. The agreement details the manner of continued operation for a system support resource that results in operating during peak demand times and emergencies. The system support resource designation and the related agreement are subject to annual renewal and revision. In September 2022, the Rush Island Energy Center began operating consistent with the system support resource agreement. In addition, in October 2022, the FERC established hearing and settlement procedures in response to an August 2022 request from Ameren Missouri for recovery of non-energy costs under the related MISO tariff. The FERC is under no deadline to issue an order related to this proceeding. Revenues and costs under the MISO tariff are expected to be included in the FAC. The district court has the authority to determine the retirement date and operating parameters for the Rush Island Energy Center and is not bound by the MISO determination of the Rush Island Energy Center as a system support resource or the FERC’s approval. The district court is under no deadline to issue a ruling modifying the remedy order. Related to this matter, in February 2022, the MoPSC issued an order directing the MoPSC staff to review Ameren Missouri’s planned accelerated retirement of the Rush Island Energy

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Center, including potential impacts on the reliability and cost of Ameren Missouri’s service to its customers; Ameren Missouri’s plans to mitigate the customer impacts of the accelerated retirement; and the prudence of Ameren Missouri’s actions and decisions with regard to the Rush Isl

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

Ameren Missouri has an immaterial amount of enriched uranium intended to be utilized later this decade that is sourced from a Russian supplier and could become subject to future sanctions. Ameren Missouri is continuously evaluating its nuclear fuel exposure to Russia, and implementing alternative options that further reduces this exposure risk. Ameren Missouri has inventories and supply contracts from non-Russian suppliers sufficient to meet all of its uranium (concentrate and hexafluoride), conversion, and enrichment requirements at least through the 2026 refueling of the Callaway Energy Center.

(a)Evaluation of Disclosure Controls and Procedures

As of September 30, 2022, evaluations were performed under the supervision and with the participation of management, including the principal executive officer and the principal financial officer of each of the Ameren Companies, of the effectiveness of the design and operation of such registrant’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on those evaluations, as of September 30, 2022, the principal executive officer and the principal financial officer of each of the Ameren Companies concluded that such disclosure controls and procedures are effective to provide assurance that information required to be disclosed in such registrant’s reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the

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time periods specified in the SEC’s 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 of the 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 of their 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 of which involve substantial amounts of money. We believe that the final disposition of these proceedings, except as otherwise disclosed in this report, will not have a material adverse effect on our results of operations, financial position, or liquidity. Risk of loss is mitigated, in some cases, by insurance or contractual or statutory indemnification. We believe that we have established appropriate reserves for potential losses. For additional information on material legal and administrative proceedings, see Note 2 – Rate and Regulatory Matters, Note 9 – Commitments and Contingencies, and Note 10 – Callaway Energy Center, under Part I, Item 1, of this report. Pursuant to Item 103(c)(3)(iii) of Regulation S-K, our policy is to disclose environmental proceedings to which a governmental entity is a party if we reasonably believe such proceedings will result in monetary sanctions of $1 million or more.

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 of Regulation S-K during the period from July 1, 2022, to September 30, 2022.

Table of Contents

The documents listed below are being filed or have previously been filed on behalf of the 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
4.2						Ameren Ameren Illinois						Supplemental Indenture to the Ameren Illinois Mortgage, dated August 1, 2022, for 3.85% First Mortgage Bonds due 2032						August 29, 2022 Form 8-K, Exhibit 4.2, File No. 1-3672
Rule 13a-14(a) / 15d-14(a) Certifications
31.1						Ameren						Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer of Ameren
31.2						Ameren						Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of Ameren
31.3						Ameren Missouri						Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer of Ameren Missouri
31.4						Ameren Missouri						Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of Ameren Missouri
31.5						Ameren Illinois						Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer of Ameren Illinois
31.6						Ameren Illinois						Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of Ameren Illinois
Section 1350 Certifications
32.1						Ameren						Section 1350 Certification of Principal Executive Officer and Principal Financial Officer of Ameren
32.2						Ameren Missouri						Section 1350 Certification of Principal Executive Officer and Principal Financial Officer of Ameren Missouri
32.3						Ameren Illinois						Section 1350 Certification of Principal Executive Officer and Principal Financial Officer of Ameren Illinois
Interactive Data Files
101.INS						Ameren 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
101.SCH						Ameren Companies						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Ameren Companies						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB						Ameren Companies						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE						Ameren Companies						Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.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) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Exchange Act, each registrant has duly caused this report to be signed on its behalf by 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)
/s/ Michael L. Moehn
Michael L. Moehn Executive Vice President and Chief Financial Officer (Principal Financial Officer)
UNION ELECTRIC COMPANY (Registrant)
/s/ Michael L. Moehn
Michael L. Moehn Executive Vice President and Chief Financial Officer (Principal Financial Officer)
AMEREN ILLINOIS COMPANY (Registrant)
/s/ Michael L. Moehn
Michael L. Moehn Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date: November 4, 2022