AMEREN CORP [AEE] Filings

10-Q 1 aee-20240630.htm 10-Q aee-20240630

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 June 30, 2024


☐			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

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Indicate by check mark whether each registrant: (1) has 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) has been subject to such filing requirements for the past 90 days.

Ameren Corporation

Yes

☒

☐

Union Electric Company

Yes

☒

☐

Ameren Illinois Company

Yes

☒

☐

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

☒

☐

Union Electric Company

Yes

☒

☐

Ameren Illinois Company

Yes

☒

☐

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

☐

☒

Union Electric Company

Yes

☐

☒

Ameren Illinois Company

Yes

☐

☒

The number of shares outstanding of each registrant’s classes of common stock as of July 31, 2024, was as follows:


Registrant	Title of each class of common stock	Shares outstanding
Ameren Corporation	Common stock, $0.01 par value per share	266,816,725
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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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	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	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	78
Item 4.	Controls and Procedures	78

PART II. Other Information

Item 1.	Legal Proceedings	78
Item 1A.	Risk Factors	78
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	79
Item 5.	Other Information	79
Item 6.	Exhibits	81

Signatures		82

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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.

Form 10-K – The combined Annual Report on Form 10-K for the year ended December 31, 2023, filed by the Ameren Companies with the SEC.

QTD – Three months ended June 30.

YTD – Six months ended June 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 any additional mitigation relief related to the operation of the Rush Island Energy Center that may be ordered by the United States District Court for the Eastern District of Missouri, the MoOPC’s request for rehearing of the MoPSC’s June 2024 financing order to authorize the issuance of securitized utility tariff bonds to finance the cost of the planned accelerated retirement of the Rush Island Energy Center, Ameren Missouri’s electric service regulatory rate review filed with the MoPSC in June 2024, Ameren Missouri’s proposed customer energy-efficiency plan under the MEEIA filed with the MoPSC in January 2024, Ameren Illinois’ December 2023 ICC order for the MYRP electric distribution service regulatory rate review that directed Ameren Illinois to file a revised Grid Plan and a request to update the associated MYRP revenue requirements for 2024 through 2027, both subsequently filed in March 2024, along with the appeal of the December 2023 order to the Illinois Appellate Court for the Fifth Judicial District, Ameren Illinois’ electric distribution service revenue requirement reconciliation adjustment request filed with the ICC in April 2024, Ameren Illinois’ appeal of the November 2023 ICC natural gas delivery service rate order to the Illinois Appellate Court for the Fifth Judicial District, and the August 2022 United States Court of Appeals for the District of Columbia Circuit ruling that vacated the 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 services for our customers;

•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 of Ameren Illinois’ use of the performance-based formula ratemaking framework for 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 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 energy centers, extend the operating license for the Callaway Energy Center, 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 electric revenues 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 and natural gas-fired energy centers;

•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 battery storage technologies; and our ability to obtain timely interconnection agreements with the MISO or other RTOs at an acceptable cost for each facility;

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•the outcome of competitive bids related to requests for proposals and project approvals, including CCNs from the MoPSC and the ICC or any other required approvals, 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 to the tax positions taken by the Ameren Companies, if any, 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 customer growth patterns or usage, 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 the cost and availability of 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 primarily from the one NRC-licensed supplier of 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 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, our suppliers, or other entities on the grid, 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 conditions 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, 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;

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•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, our ability to retain professional and skilled-craft employees, 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 and reporting guidance;

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

•legal and administrative proceedings;

•pandemics or other significant global health events, and their impacts on our results of operations, financial position, and liquidity; and

•the impacts of the Russian invasion of Ukraine and conflicts in the Middle East, related sanctions imposed by the United States and other governments, and any broadening of these or other global 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, acts of sabotage or terrorism, including cyberattacks, and other impacts on business, economic, and geopolitical conditions, including inflation.

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

ITEM 1. FINANCIAL STATEMENTS.

AMEREN CORPORATION

CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Operating Revenues:
Electric	$	1,521	$	1,585	$	2,885	$	3,175
Natural gas	172		175		624		647
Total operating revenues	1,693		1,760		3,509		3,822
Operating Expenses:
Fuel and purchased power	327		480		655		1,088

Natural gas purchased for resale	33		42		184		250
Other operations and maintenance	465		450		935		898

Depreciation and amortization	376		335		737		655
Taxes other than income taxes	131		124		266		251
Total operating expenses	1,332		1,431		2,777		3,142
Operating Income	361		329		732		680



Other Income, Net	103		82		192		160
Interest Charges	165		134		319		261
Income Before Income Taxes	299		277		605		579
Income Taxes	39		38		83		75


Net Income	260		239		522		504
Less: Net Income Attributable to Noncontrolling Interests	2		2		3		3





Net Income Attributable to Ameren Common Shareholders	$	258	$	237	$	519	$	501


Net Income	$	260	$	239	$	522	$	504
Other Comprehensive Loss, Net of Taxes
Pension and other postretirement benefit plan activity, net of income taxes (benefit) of $(1), $—, $(1), and $—, respectively	(2)		(1)		(3)		(2)
Comprehensive Income	258		238		519		502
Less: Comprehensive Income Attributable to Noncontrolling Interests	2		2		3		3
Comprehensive Income Attributable to Ameren Common Shareholders	$	256	$	236	$	516	$	499





Earnings per Common Share – Basic	$	0.97	$	0.90	$	1.95	$	1.91




Earnings per Common Share – Diluted	$	0.97	$	0.90	$	1.95	$	1.90

Weighted-average Common Shares Outstanding – Basic	266.7		262.6		266.5		262.4
Weighted-average Common Shares Outstanding – Diluted	266.8		263.2		266.8		263.2

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)


	June 30, 2024		December 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$	19	$	25
Accounts receivable – trade (less allowance for doubtful accounts of $37 and $30, respectively)	514		494
Unbilled revenue	407		319
Miscellaneous accounts receivable	62		106
Inventories	740		733


Current regulatory assets	345		365



Other current assets	130		139

Total current assets	2,217		2,181
Property, Plant, and Equipment, Net	34,873		33,776
Investments and Other Assets:
Nuclear decommissioning trust fund	1,266		1,150
Goodwill	411		411

Regulatory assets	1,952		1,810
Pension and other postretirement benefits	566		581
Other assets	1,049		921

Total investments and other assets	5,244		4,873
TOTAL ASSETS	$	42,334	$	40,830
LIABILITIES AND EQUITY
Current Liabilities:
Current maturities of long-term debt	$	799	$	849
Short-term debt	691		536
Accounts and wages payable	774		1,136

Interest accrued	177		147
Customer deposits	197		176



Other current liabilities	655		501

Total current liabilities	3,293		3,345
Long-term Debt, Net	16,280		15,121
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes and tax credits, net	4,325		4,176

Regulatory liabilities	5,531		5,512
Asset retirement obligations	791		772

Other deferred credits and liabilities	446		426

Total deferred credits and other liabilities	11,093		10,886
Commitments and Contingencies (Notes 2, 9, and 10)
Shareholders’ Equity:
Common stock, $.01 par value, 400.0 shares authorized – shares outstanding of 266.8 and 266.3, respectively	3		3
Other paid-in capital, principally premium on common stock	7,246		7,216
Retained earnings	4,299		4,136
Accumulated other comprehensive loss	(9)		(6)

Total shareholders’ equity	11,539		11,349
Noncontrolling Interests	129		129
Total equity	11,668		11,478
TOTAL LIABILITIES AND EQUITY	$	42,334	$	40,830

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

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AMEREN CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (In millions)
	Six Months Ended June 30,
	2024		2023
Cash Flows From Operating Activities:
Net income	$	522	$	504

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






Depreciation and amortization	760		703
Amortization of nuclear fuel	38		36
Amortization of debt issuance costs and premium/discounts	9		8
Deferred income taxes and investment tax credits, net	76		66
Allowance for equity funds used during construction	(25)		(23)
Stock-based compensation costs	14		14
Other	13		(19)
Changes in assets and liabilities:
Receivables	(85)		173
Inventories	(7)		(44)
Accounts and wages payable	(210)		(335)
Taxes accrued	121		93
Regulatory assets and liabilities	(105)		(81)
Assets, other	(53)		(38)
Liabilities, other	100		34
Pension and other postretirement benefits	(112)		(114)
Counterparty collateral, net	(7)		134




Net cash provided by operating activities	1,049		1,111
Cash Flows From Investing Activities:
Capital expenditures	(1,892)		(1,822)

Nuclear fuel expenditures	(37)		(50)
Purchases of securities – nuclear decommissioning trust fund	(323)		(81)
Sales and maturities of securities – nuclear decommissioning trust fund	309		65





Other	11		(1)


Net cash used in investing activities	(1,932)		(1,889)
Cash Flows From Financing Activities:
Dividends on common stock	(356)		(330)
Dividends paid to noncontrolling interest holders	(3)		(3)
Short-term debt, net	156		260
Maturities of long-term debt	(350)		(100)

Issuances of long-term debt	1,470		997
Issuances of common stock	21		16


Employee payroll taxes related to stock-based compensation	(8)		(20)
Debt issuance costs	(18)		(9)
Other	—		(3)




Net cash provided by financing activities	912		808
Net change in cash, cash equivalents, and restricted cash	29		30
Cash, cash equivalents, and restricted cash at beginning of year	272		216


Cash, cash equivalents, and restricted cash at end of period	$	301	$	246

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

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AMEREN CORPORATION

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

Common Stock	$	3	$	3	$	3	$	3




Other Paid-in Capital:
Beginning of period	7,228		6,861