Ameren 10-Q 2023-09-30

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, 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 the 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, 2023, was as follows:

Registrant						Title of each class of common stock			Shares outstanding
Ameren Corporation						Common stock, $0.01 par value per share			262,945,048
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			17
			Note 3. Short-term Debt and Liquidity			21
			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			35
			Note 14. Segment Information			38
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			42
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			77
Item 4.			Controls and Procedures			77
PART II. Other Information
Item 1.			Legal Proceedings			77
Item 1A.			Risk Factors			78
Item 2.			Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities			78
Item 5.			Other Information			78
Item 6.			Exhibits			79
Signatures						80

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.

2023 IRP – Integrated Resource Plan, a long-term nonbinding plan that Ameren Missouri filed with the MoPSC in September 2023 that includes Ameren Missouri’s preferred plan for meeting customers’ projected long-term energy needs.

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.

QTD – Three months ended September 30.

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 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 MoPSC staff review of the planned Rush Island Energy Center retirement, 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 in connection with 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 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 centers; 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 outcome 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, large-scale long-cycle battery 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 primarily 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, and their impacts on our results of operations, financial position, and liquidity; and

• the impacts of the Russian invasion of Ukraine and the Israel-Hamas war, related sanctions imposed by the U.S. and other governments, and any broadening of such conflicts, 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 September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
Operating Revenues:
Electric			$	1,921					$	2,140					$	5,096					$	4,971
Natural gas			139						166						786						940
Total operating revenues			2,060						2,306						5,882						5,911
Operating Expenses:
Fuel			158						117						423						376
Purchased power			272						563						1,095						1,058
Natural gas purchased for resale			30						58						280						431
Other operations and maintenance			470						475						1,368						1,427
Depreciation and amortization			369						350						1,024						965
Taxes other than income taxes			147						144						398						415
Total operating expenses			1,446						1,707						4,588						4,672
Operating Income			614						599						1,294						1,239
Other Income, Net			101						58						261						180
Interest Charges			152						126						413						356
Income Before Income Taxes			563						531						1,142						1,063
Income Taxes			69						78						144						148
Net Income			494						453						998						915
Less: Net Income Attributable to Noncontrolling Interests			1						1						4						4
Net Income Attributable to Ameren Common Shareholders			$	493					$	452					$	994					$	911
Net Income			$	494					$	453					$	998					$	915
Other Comprehensive Income (Loss), Net of Taxes
Pension and other postretirement benefit plan activity, net of income taxes (benefit) of $(1), $—, $(1), and $—, respectively			(1)						—						(3)						1
Comprehensive Income			493						453						995						916
Less: Comprehensive Income Attributable to Noncontrolling Interests			1						1						4						4
Comprehensive Income Attributable to Ameren Common Shareholders			$	492					$	452					$	991					$	912
Earnings per Common Share – Basic			$	1.88					$	1.75					$	3.79					$	3.53
Earnings per Common Share – Diluted			$	1.87					$	1.74					$	3.78					$	3.51
Weighted-average Common Shares Outstanding – Basic			262.8						258.4						262.5						258.2
Weighted-average Common Shares Outstanding – Diluted			263.4						259.5						263.2						259.3

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

AMEREN CORPORATION

CONSOLIDATED BALANCE SHEET

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

			September 30, 2023						December 31, 2022
ASSETS
Current Assets:
Cash and cash equivalents			$	8					$	10
Accounts receivable – trade (less allowance for doubtful accounts of $33 and $31, respectively)			597						600
Unbilled revenue			360						446
Miscellaneous accounts receivable			65						54
Inventories			760						667
Current regulatory assets			157						354
Investment in industrial development revenue bonds			—						240
Current collateral assets			13						142
Other current assets			124						155
Total current assets			2,084						2,668
Property, Plant, and Equipment, Net			32,938						31,262
Investments and Other Assets:
Nuclear decommissioning trust fund			1,042						958
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 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 acquisition 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, 2023, was $493 million, or $1.87 per diluted share, compared with $452 million, or $1.74 per diluted share, in the year-ago period. Net income attributable to Ameren common shareholders in the nine months ended September 30, 2023, was $994 million, or $3.78 per diluted share, compared with $911 million, or $3.51 per diluted share, in the year-ago period. Net income for the three and nine months ended September 30, 2023, was favorably affected by increased rate base investments across all segments, a higher recognized ROE at Ameren Illinois Electric Distribution due to a higher estimated annual average of the monthly yields of the 30-year United States Treasury bonds, and increased base rate revenues at Ameren Missouri pursuant to the June 2023 MoPSC electric rate order. Earnings for the three and nine months ended September 30, 2023, were also favorably affected by decreased income tax expense not subject to formula rates or riders. Net income for the nine months ended September 30, 2023, were favorably affected by decreased other operations and maintenance expenses not subject to formula rates, riders, or trackers, including an increase in the cash surrender value of COLI. Earnings for the three and nine months ended September 30, 2023,

were unfavorably affected by decreased electric retail sales at Ameren Missouri, primarily due to milder spring and early summer temperatures as well as warmer winter temperatures in the nine months ended September 30, 2023, compared with the same periods in 2022, as well as lower electric sales volumes and increased financing costs, primarily due to higher interest rates and balances, partially offset by higher levels of allowance for funds used during construction, in both periods. Earnings per share for the three and nine months ended September 30, 2023, were unfavorably affected by an increase in the weighted-average basic common shares outstanding.

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, communities, shareholders, and the environment. Ameren remains focused on disciplined cost management and strategic capital allocation. Ameren invested $2.6 billion in its rate-regulated businesses in the nine months ended September 30, 2023.

In June 2023, the MoPSC issued an order that resulted in an increase of $140 million to Ameren Missouri’s annual revenue requirement for electric retail service. The approved revenue requirement is based on infrastructure investments as of December 31, 2022, and included an extension of the depreciable lives of the Sioux Energy Center’s assets from 2028 to 2030. The order did not explicitly specify an ROE, capital structure, or rate base. The order provides for 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 compliance 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 the utilization of production and investment tax credits or proceeds from the sale of certain tax credits allowed under the IRA. The order increased the annualized base level of net energy costs pursuant to the FAC by approximately $40 million from the base level established in the MoPSC’s December 2021 electric rate order. The order also changed annualized depreciation, regulatory asset and liability amortization amounts, and the base level of expenses for trackers. On an annualized basis, these changes reflect approximate increases in “Depreciation and amortization” of $90 million and “Other income, net”, of $100 million, related to non-service pension and postretirement benefit income, on Ameren’s and Ameren Missouri’s consolidated statements of income. The new rates became effective on July 9, 2023.

In June 2023, Ameren Missouri filed for CCNs with the MoPSC for four solar generation facilities, including the Split Rail Solar Project (300-MW facility, build-transfer agreement), the Cass County Solar Project (150-MW facility, development-transfer agreement), the Vandalia Solar Project (50-MW facility, self-build), and the Bowling Green Solar Project (50-MW facility, self-build). In October 2023, the MoPSC staff filed a recommendation that the MoPSC should not approve Ameren Missouri’s requests for CCNs for these solar projects, arguing Ameren Missouri did not adequately demonstrate the facilities are needed to continue providing service to customers. Ameren Missouri expects decisions on the CCNs by the MoPSC in the first quarter of 2024. The Cass County Solar Project is expected to be located in central Illinois and the other three projects are expected to be located in central Missouri. Each project is expected to support Ameren Missouri’s transition to renewable generation. In February and April 2023, the MoPSC issued orders approving requested CCNs for the Huck Finn and Boomtown solar projects, respectively.

In August 2023, the MoPSC issued an order approving a nonunanimous stipulation and

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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 a planned delivery of enriched uranium from a Russian supplier in the spring of 2023. The planned delivery concluded the nuclear fuel supply agreement with this Russian supplier with no future deliveries planned with any Russian suppliers. Ameren Missouri has sufficient inventory 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 September 30, 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 September 30, 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

During the third quarter of 2023, the Ameren Companies implemented new financial systems, including an enterprise resource planning system and an enterprise performance management system. The systems replaced existing systems and are primarily used for financial reporting processes and certain operational activities. In connection with the implementations, we modified the design and implementation of certain internal control processes and procedures. We will continue to evaluate and monitor the internal controls over our financial reporting process, including monitoring the operating effectiveness of related key controls.

Other than with respect to the implementations noted above, there were no other changes in the Ameren Companies' internal control over financial reporting during their most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, their internal controls 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, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES.

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, 2023, to September 30, 2023.

Insider Adoption or Termination of Trading Arrangements

During the fiscal quarter ended September 30, 2023, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as follows:

On August 23, 2023, Martin J. Lyons, Jr., then President and Chief Executive Officer of Ameren, adopted a Rule 10b5-1 trading arrangement. Mr. Lyons' Rule 10b5-1 trading arrangement provides for the sale of 50% of any net shares of Ameren common stock received, after tax withholding, in connection with certain previously awarded restricted stock units and performance share units that will vest upon payment in March 2024 and March 2025. The estimated maximum number of shares to be sold pursuant to the Rule 10b5-1 trading arrangement is 40,775 shares. The actual number of shares sold pursuant to the Rule 10b5-1 trading arrangement will depend on the actual number of shares earned pursuant to the awards, which is generally dependent on the Company's achievement of certain performance measures, the actual dividends paid by the Company during the applicable vesting periods, and Mr. Lyons' continued employment and individual performance during the applicable vesting periods. Mr. Lyons' Rule 10b5-1 trading arrangement will terminate on the earlier of: (i) March 31, 2025; (ii) execution of all trades or expiration of all orders relating to such trades under the Rule 10b5-1 trading arrangement; or (iii) such date as the Rule 10b5-1 trading arrangement is otherwise terminated according to its terms.

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:
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: November 9, 2023