Ameren 10-Q 2023-03-31

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 March 31, 2023

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

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

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 April 28, 2023, was as follows:

Registrant						Title of each class of common stock			Shares outstanding
Ameren Corporation						Common stock, $0.01 par value per share			262,609,472
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.

TABLE OF CONTENTS

						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			16
			Note 3. Short-term Debt and Liquidity			19
			Note 4. Long-term Debt and Equity Financings			20
			Note 5. Other Income, Net			22
			Note 6. Derivative Financial Instruments			22
			Note 7. Fair Value Measurements			24
			Note 8. Related-party Transactions			27
			Note 9. Commitments and Contingencies			28
			Note 10. Callaway Energy Center			31
			Note 11. Retirement Benefits			32
			Note 12. Income Taxes			33
			Note 13. Supplemental Information			33
			Note 14. Segment Information			36
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			38
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			66
Item 4.			Controls and Procedures			66
PART II. Other Information
Item 1.			Legal Proceedings			67
Item 1A.			Risk Factors			67
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			67
Item 6.			Exhibits			68
Signatures						69

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.

CCN – Certificate of convenience and necessity.

Form 10-K – The combined Annual Report on Form 10-K for the year ended December 31, 2022, 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, 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 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 District 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 regulatory rate review filed in August 2022 with the MoPSC, Ameren Missouri’s proposed customer energy-efficiency plan under the MEEIA filed with the MoPSC in March 2023, Ameren Illinois’ MYRP electric distribution service regulatory rate review filed in January 2023 with the ICC, Ameren Illinois’ natural gas regulatory rate review filed in January 2023 with the ICC, Ameren Illinois’ electric distribution service revenue requirement reconciliation adjustment request filed with the ICC in April 2023, and 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;

• 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 effect of Ameren Illinois’ use of the performance-based formula ratemaking framework for its electric distribution service under the IEIMA, which established and allows for a reconciliation of electric distribution service rates through 2023, its participation in electric 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 utilize MYRPs for electric distribution service ratemaking effective for rates beginning in 2024, including the effect of the reconciliation cap on the electric distribution revenue requirement;

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

• 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 fossil fuel-fired 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, a related return, and, in the case of customer energy-efficiency programs, any lost margins in a timely manner, each of which is affected by the ability to obtain all necessary regulatory and project approvals, including CCNs 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;

• the success of competitive bids related to requests for proposals associated with the MISO’s long-range transmission planning;

• 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;

• 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 federal and state energy and economic policies with respect to those technologies;

• 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 and the 15% minimum tax on adjusted financial statement income, as well as additional regulations, interpretations, amendments, or technical corrections to or in connection with the IRA, and challenges, if any, to the tax positions taken by the Ameren Companies, as well as resulting effects on customer rates and the recoverability of the minimum tax imposed under the IRA;

• 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 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, and 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 Ameren Missouri’s Callaway Energy Center assemblies;

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

• acts of sabotage, which have increased in frequency and severity within the utility industry, war, terrorism, or other intentionally disruptive acts;

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

*•*the impact of inflation or a recession on our customers and the related impact on our results of operations, financial position, and liquidity;

• disruptions of the capital and credit 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, and our ability to access the capital and credit markets on reasonable terms when needed;

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

• 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 ability to maintain system reliability during the transition to clean energy generation by Ameren Missouri and the electric utility industry, including within the MISO, as well as Ameren Missouri’s ability to meet generation capacity obligations;

• 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, CO2, NOx, and 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;

• 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;

• 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, creditors, 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;

• pandemics or other health events, including the COVID-19 pandemic, and their impacts on our results of operations, financial position, and liquidity; and

• 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.

New factors emerge from time to time, and it is not possible for us to predict all of such factors, nor can we 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.

PART I. FINANCIAL INFORMATION

AMEREN CORPORATION

CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME

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

									Three Months Ended March 31,
															2023						2022
Operating Revenues:
Electric															$	1,590					$	1,318
Natural gas															472						561
Total operating revenues															2,062						1,879
Operating Expenses:
Fuel															113						176
Purchased power															495						177
Natural gas purchased for resale															208						293
Other operations and maintenance															448						461
Depreciation and amortization															320						299
Taxes other than income taxes															127						142
Total operating expenses															1,711						1,548
Operating Income															351						331
Other Income, Net															78						60
Interest Charges															127						104
Income Before Income Taxes															302						287
Income Taxes															37						34
Net Income															265						253
Less: Net Income Attributable to Noncontrolling Interests															1						1
Net Income Attributable to Ameren Common Shareholders															$	264					$	252
Net Income															$	265					$	253
Other Comprehensive Income (Loss), Net of Taxes
Pension and other postretirement benefit plan activity, net of income taxes of $— and $—, respectively															(1)						1
Comprehensive Income															264						254
Less: Comprehensive Income Attributable to Noncontrolling Interests															1						1
Comprehensive Income Attributable to Ameren Common Shareholders															$	263					$	253
Earnings per Common Share – Basic															$	1.01					$	0.98
Earnings per Common Share – Diluted															$	1.00					$	0.97
Weighted-average Common Shares Outstanding – Basic															262.2						257.9
Weighted-average Common Shares Outstanding – Diluted															263.1						259.0

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

AMEREN CORPORATION

CONSOLIDATED BALANCE SHEET

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

			March 31, 2023						December 31, 2022
ASSETS
Current Assets:
Cash and cash equivalents			$	10					$	10
Accounts receivable – trade (less allowance for doubtful accounts of $34 and $31, respectively)			625						600
Unbilled revenue			299						446
Miscellaneous accounts receivable			62						54
Inventories			630						667
Current regulatory assets			292						354
Investment in industrial development revenue bonds			—						240
Current collateral assets			29						142
Other current assets			115						155
Total current assets			2,062						2,668
Property, Plant, and Equipment, Net			31,735						31,262
Investments and Other Assets:
Nuclear decommissioning trust fund			1,019						958
Goodwill			411						411
Regulatory assets			1,599						1,426
Pension and other postretirement benefits			423						411
Other assets			815						768
Total investments and other assets			4,267						3,974
TOTAL ASSETS			$	38,064

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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 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.

• Ameren Missouri operates a rate-regulated electric generation, transmission, and distribution business and a rate-regulated natural gas distribution business in Missouri.

• Ameren Illinois operates rate-regulated electric transmission, electric distribution, and natural gas distribution businesses in Illinois.

• ATXI operates a FERC rate-regulated electric transmission business 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 March 31, 2023, was $264 million, or $1.00 per diluted share, compared with $252 million, or $0.97 per diluted share, in the year-ago period. Net income for the three months ended March 31, 2023, was favorably affected by increased rate base investments across all segments, a higher recognized ROE at Ameren Illinois Electric Distribution, and decreased other operations and maintenance expenses not subject to formula rates, riders, or trackers, including an increase in the cash surrender value of COLI. Net income for the three months ended March 31, 2023, compared with the year-ago period, was unfavorably affected by decreased electric retail sales at Ameren Missouri, primarily resulting from warmer winter temperatures experienced in 2023, and increased financing costs from the issuance of long-term debt at Ameren Missouri and higher interest rates on short-term borrowings.

Ameren’s strategic plan includes investing in rate-regulated energy infrastructure, enhancing regulatory frameworks and advocating for responsible policies, and optimizing operating performance to capitalize on opportunities to benefit our customers, our shareholders, and the environment. Ameren remains focused on disciplined cost management and strategic capital allocation. Ameren invested $0.9 billion in its rate-regulated businesses in the three months ended March 31, 2023.

In April 2023, Ameren Missouri, the MoPSC staff, the MoOPC, and certain intervenors filed a nonunanimous stipulation and agreement with the MoPSC to increase Ameren Missouri’s annual revenues for electric service by $140 million. The remaining intervenors did not object to the agreement. The stipulation and agreement, which is subject to MoPSC approval, did not specify an allowed ROE, capital structure, rate base, or any rate base disallowances. The stipulation and agreement includes the continued use of the FAC and trackers for pension and postretirement benefits, uncertain income tax positions, certain excess deferred income taxes, and renewable energy standard costs that the MoPSC previously authorized in earlier electric rate orders, as well as the use of an electric property tax tracker. It also includes a tracker for future production and investment tax credits and proceeds from the sale of tax credits allowed under the IRA. A decision by the MoPSC on the nonunanimous stipulation and agreement is expected by June 2023, with new rates expected to take effect on July 1, 2023.

In April 2023, the MoPSC issued an order approving a requested CCN for the Boomtown Solar Project. In February 2023, the MoPSC issued an order approving a nonunanimous stipulation and agreement regarding a requested CCN for the Huck Finn Solar Project. In 2022, Ameren Missouri entered into an engineering, supply, and construction agreement to construct the Vandalia Solar Project, a 50-MW solar generation facility expected to be located in central Missouri and support Ameren Missouri’s transition to renewable generation. Ameren Missouri expects to construct the Vandalia Solar Project after obtaining a CCN from the MoPSC, which it expects to file by mid-2023.

In March 2023, Ameren Missouri filed a proposed customer energy-efficiency plan with the MoPSC under the MEEIA. This filing proposed a three-year plan, which includes a portfolio of customer energy-efficiency programs, along with 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. If the plan is approved, Ameren Missouri intends to invest $122 million annually in the proposed customer energy-efficiency programs from 2024 to 2026. In addition, Ameren Missouri requested performance incentives applicable to each plan year to earn additional revenues by achieving certain customer energy-efficiency and target spending goals. If 100% of the goals are achieved, Ameren Missouri would earn additional revenues totaling $55 million over the three-year plan. Ameren Missouri also requested additional performance incentives applicable to each plan year totaling up to $14 million over the three-year plan, if Ameren Missouri exceeds 100% of the goals. The MoPSC is under no deadline to issue an order in this proceeding.

In February 2023, Ameren Missouri filed an update to its Smart Energy Plan with the MoPSC, which includes a five-year capital investment overview with a detailed one-year plan for 2023. The plan is designed to upgrade Ameren Missouri’s electric infrastructure and includes investments that will upgrade the grid and accommodate more renewable energy. Investments under the plan are expected to total approximately $9.9 billion over the five-year period from 2023 through 2027, with expenditures largely recoverable under the PISA and the RESRAM. Ameren Missouri’s Smart Energy Plan excludes investments in its natural gas distribution business, as well as removal costs, net of salvage.

In April 2023, Ameren Illinois filed for a reconciliation adjustment to its 2022 electric distribution service revenue requirement with the ICC, requesting recovery of $127 million. The reconciliation adjustment reflects Ameren Illinois’ actual 2022 recoverable costs,

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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 received planned deliveries of enriched uranium from a Russian supplier in the spring of 2023. The agreement with this Russian supplier has been fulfilled in its entirety, and Ameren Missouri does not have any outstanding supply contracts with Russian suppliers. Ameren Missouri has inventories and supply contracts with non-Russian suppliers that adequately meet all of the nuclear fuel needs of the Callaway Energy Center through the 2026 refueling reload.

(a)Evaluation of Disclosure Controls and Procedures

As of March 31, 2023, 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 March 31, 2023, 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 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 January 1, 2023, to March 31, 2023.

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
4.1						Ameren Ameren Missouri						Supplemental Indenture to the Ameren Missouri Mortgage dated February 1, 2023, for 5.45% First Mortgage Bonds due 2053						March 13, 2023 Form 8-K, Exhibit 4.2, File No. 1-14756
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 Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)
UNION ELECTRIC COMPANY (Registrant)
/s/ Michael L. Moehn
Michael L. Moehn Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)
AMEREN ILLINOIS COMPANY (Registrant)
/s/ Michael L. Moehn
Michael L. Moehn Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date: May 5, 2023