Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
As of December 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 December 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 that such information is accumulated and communicated to its management, including its principal executive and principal financial officers, to allow timely decisions regarding required disclosure.
(b) Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision of and with the participation of management, including the principal executive officer and the principal financial officer, an evaluation was conducted of the effectiveness of each of the Ameren Companies’ internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). After making that evaluation , management concluded that each of the Ameren Companies’ internal control over financial reporting was effective as of December 31, 2023. The effectiveness of Ameren’s internal control over financial reporting as of December 31, 2023, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report herein under Part II, Item 8. This annual report does not include an attestation report of Ameren Missouri’s or Ameren Illinois’ (the Subsidiary Registrants) independent registered public accounting firm regarding internal control over financial reporting. Management’s report for each of the Subsidiary Registrants is not subject to attestation by an independent registered public accounting firm.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness into future periods are subject to the risk that internal controls might become inadequate because of changes in conditions, and to the risk that the degree of compliance with the policies or procedures might deteriorate.
(c) Change in Internal Control
There has been no change in 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, their internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Insider Adoption or Termination of Trading Arrangements
During the fiscal quarter ended December 31, 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.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Information required by Items 401, 405, 406 and 407(c)(3),(d)(4) and (d)(5) of SEC Regulation S-K for Ameren will be included in its definitive proxy statement for its 2024 annual meeting of shareholders filed pursuant to SEC Regulation 14A; it is incorporated herein by reference. Information required by these SEC Regulation S-K items for Ameren Missouri and Ameren Illinois will be included in each company’s definitive information statement for its 2024 annual meeting of shareholders filed pursuant to SEC Regulation 14C; it is incorporated herein by reference. Specifically, reference is made to the following sections of Ameren’s definitive proxy statement and to each of Ameren Missouri’s and Ameren Illinois’ definitive information statements: “Information Concerning Nominees to the Board of Directors,” “Section 16(a) Reports” and “Corporate Governance.”
Information concerning executive officers of the Ameren Companies required by Item 401 of SEC Regulation S-K is reported under a separate caption entitled “Information about our Executive Officers” in Part I of this report.
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Ameren Missouri and Ameren Illinois do not have separately designated standing audit committees, but instead use Ameren’s Audit and Risk Committee to perform such committee functions for their boards of directors. These companies do not have securities listed on the NYSE and therefore are not subject to the NYSE listing standards. J. Edward Coleman serves as chairman of Ameren’s Audit and Risk Committee and Noelle K. Eder, Rafael Flores, Richard J. Harshman, and Leo S. Mackay, Jr. serve as members. The board of directors of Ameren has determined that J. Edward Coleman and Richard J. Harshman each qualify as an audit committee financial expert and that each is “independent” as that term is used in SEC Regulation 14A.
Also, on the same basis as reported above, the boards of directors of Ameren Missouri and Ameren Illinois use the Nominating and Corporate Governance Committee of Ameren’s board of directors to perform such committee functions. This Committee is responsible for the nomination of directors and for corporate governance practices. Ameren’s Nominating and Corporate Governance Committee will consider director nominations from shareholders in accordance with Ameren’s Director Nomination Policy, which can be found on Ameren’s website: www.amereninvestors.com.
To encourage ethical conduct in its financial management and reporting, Ameren has adopted a code of ethics that applies to the directors, officers, and employees of the Ameren Companies. Ameren has also adopted a supplemental code of ethics that applies to the principal executive officer, the president, the principal financial officer, the principal accounting officer, the controller, and the treasurer of the Ameren Companies. The Ameren Companies make available free of charge through Ameren’s website (www.amereninvestors.com) the code of ethics and the supplemental code of ethics. Any amendment to the code of ethics or the supplemental code of ethics and any waiver from a provision of the code of ethics or the supplemental code of ethics as it relates to the principal executive officer, the president, the principal financial officer, the principal accounting officer, the controller, or the treasurer of each of the Ameren Companies will be posted on Ameren’s website within four business days following the date of the amendment or waiver.
ITEM 11. EXECUTIVE COMPENSATION
Information required by Items 402 and 407(e)(4) and (e)(5) of SEC Regulation S-K for Ameren will be included in its definitive proxy statement for its 2024 annual meeting of shareholders filed pursuant to SEC Regulation 14A; it is incorporated herein by reference. Information required by these SEC Regulation S-K items for Ameren Missouri and Ameren Illinois will be included in each company’s definitive information statement for its 2024 annual meeting of shareholders filed pursuant to SEC Regulation 14C; it is incorporated herein by reference. Specifically, reference is made to the following sections of Ameren’s definitive proxy statement and to each of Ameren Missouri’s and Ameren Illinois’ definitive information statements: “Executive Compensation Matters” and “Human Resources Committee Interlocks and Insider Participation.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
The following table presents information as of December 31, 2023, with respect to the shares of Ameren’s common stock that may be issued under its existing equity compensation plans:
Plan
Category Column A
Number of Securities To Be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights (a)
Column B
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
Column C
Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation Plans (excluding
securities reflected in Column A) (b)
Equity compensation plans approved by security holders 1,376,597 (c) 8,201,140
Equity compensation plans not approved by security holders — — —
Total 1,376,597 (c) 8,201,140
(a) Of the securities to be issued, 874,103 of the securities represent the target number of outstanding performance share units (PSUs) and 377,864 of the securities represent the number of outstanding restricted stock units (RSUs), both including accrued and reinvested dividends. The actual number of shares issued in respect of the PSUs will vary from 0% to 200% of the target level, depending upon the achievement of TSR objectives or performance goals established for such awards. For additional information about the PSUs and RSUs, including payout calculations, see “Compensation Discussion and Analysis – Long-Term Incentive Compensation” in Ameren’s definitive proxy statement for its 2024 annual meeting of shareholders, which will be filed pursuant to SEC Regulation 14A. The remaining 124,630 of the securities represent shares that may be issued to satisfy obligations under the Ameren Corporation Deferred Compensation Plan for Members of the Board of Directors.
(b) Includes shares remaining available for issuance pursuant to awards under the Ameren Corporation 2022 Omnibus Incentive Compensation Plan.
(c) No cash consideration is received when shares are distributed for earned PSUs, RSUs, and director awards. Accordingly, there is no weighted-average exercise price.
Ameren Missouri and Ameren Illinois do not have separate equity compensation plans.
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Security Ownership of Certain Beneficial Owners and Management
The information required by Item 403 of SEC Regulation S-K for Ameren will be included in its definitive proxy statement for its 2024 annual meeting of shareholders filed pursuant to SEC Regulation 14A; it is incorporated herein by reference. Information required by this SEC Regulation S-K item for Ameren Missouri and Ameren Illinois will be included in each company’s definitive information statement for its 2024 annual meeting of shareholders filed pursuant to SEC Regulation 14C; it is incorporated herein by reference. Specifically, reference is made to the following section of Ameren’s definitive proxy statement and each of Ameren Missouri’s and Ameren Illinois’ definitive information statements: “Security Ownership.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Information required by Items 404 and 407(a) of SEC Regulation S-K for Ameren will be included in its definitive proxy statement for its 2024 annual meeting of shareholders filed pursuant to SEC Regulation 14A; it is incorporated herein by reference. Information required by these SEC Regulation S-K items for Ameren Missouri and Ameren Illinois will be included in each company’s definitive information statement for its 2024 annual meeting of shareholders filed pursuant to SEC Regulation 14C; it is incorporated herein by reference. Specifically, reference is made to the following sections of Ameren’s definitive proxy statement and to each of Ameren Missouri’s and Ameren Illinois’ definitive information statements: “Related Person Transactions Policy” and “Director Independence.”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by Item 9(e) of SEC Schedule 14A for the Ameren Companies will be included in the definitive proxy statement of Ameren and the definitive information statements of Ameren Missouri and Ameren Illinois for their 2024 annual meetings of shareholders filed pursuant to SEC Regulations 14A and 14C, respectively; it is incorporated herein by reference. Specifically, reference is made to the following section of Ameren’s definitive proxy statement and each of Ameren Missouri’s and Ameren Illinois’ definitive information statements: “Selection of Independent Registered Public Accounting Firm.”
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Page No.
(a)(1) Financial Statements
Ameren
Report of Independent Registered Public Accounting Firm –
(PricewaterhouseCoopers LLP’s Public Company Accounting Oversight Board ID 238 )
82
Consolidated Statement of Income and Comprehensive Income – Years Ended December 31, 2023, 2022, and 2021
88
Consolidated Balance Sheet – December 31, 2023 and 2022
89
Consolidated Statement of Cash Flows – Years Ended December 31, 2023, 2022, and 2021
90
Consolidated Statement of Shareholders’ Equity – Years Ended December 31, 2023, 2022, and 2021
91
Ameren Missouri
Report of Independent Registered Public Accounting Firm –
(PricewaterhouseCoopers LLP’s Public Company Accounting Oversight Board ID 238 )
84
Consolidated Statement of Income – Years Ended December 31, 2023, 2022, and 2021
92
Consolidated Balance Sheet – December 31, 2023 and 2022
93
Consolidated Statement of Cash Flows – Years Ended December 31, 2023, 2022, and 2021
94
Consolidated Statement of Shareholders’ Equity – Years Ended December 31, 2023, 2022, and 2021
95
Ameren Illinois
Report of Independent Registered Public Accounting Firm –
(PricewaterhouseCoopers LLP’s Public Company Accounting Oversight Board ID 238 )
86
Statement of Income – Years Ended December 31, 2023, 2022, and 2021
96
Balance Sheet – December 31, 2023 and 2022
97
Statement of Cash Flows – Years Ended December 31, 2023, 2022, and 2021
98
Statement of Shareholders’ Equity – Years Ended December 31, 2023, 2022, and 2021
99
(a)(2) Financial Statement Schedules
Schedule I
Condensed Financial Information of Parent – Ameren:
Condensed Statement of Income and Comprehensive Income – Years Ended December 31, 2023, 2022, and 2021
165
Condensed Balance Sheet – December 31, 2023 and 2022
166
Condensed Statement of Cash Flows – Years Ended December 31, 2023, 2022, and 2021
167
Schedule II
Ameren
Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022, and 2021
169
Ameren Missouri
Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022, and 2021
169
Ameren Illinois
Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022, and 2021
169
Schedule I and II should be read in conjunction with the aforementioned financial statements. Certain schedules have been omitted because they are not applicable or because the required data is shown in the aforementioned financial statements.
(a)(3) Exhibits – reference is made to the Exhibit Index 170
(b) Exhibit Index 170
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SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT
AMEREN CORPORATION
CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
For the Years Ended December 31, 2023, 2022, and 2021
(In millions) 2023 2022 2021
Operating revenues $ — $ — $ —
Operating expenses 22 15 13
Operating loss ( 22 ) ( 15 ) ( 13 )
Equity in earnings of subsidiaries 1,245 1,161 1,039
Interest income from affiliates 10 2 3
Total other expense, net ( 11 ) ( 13 ) —
Interest charges ( 119 ) ( 86 ) ( 64 )
Income tax benefit 49 25 25
Net Income Attributable to Ameren Common Shareholders $ 1,152 $ 1,074 $ 990
Net Income Attributable to Ameren Common Shareholders $ 1,152 $ 1,074 $ 990
Other Comprehensive Income (Loss), Net of Taxes:
Pension and other postretirement benefit plan activity, net of income taxes (benefit) of $( 2 ), $( 4 ), and $ 4 , respectively
( 5 ) ( 14 ) 14
Comprehensive Income Attributable to Ameren Common Shareholders $ 1,147 $ 1,060 $ 1,004
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SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT
AMEREN CORPORATION
CONDENSED BALANCE SHEET
(In millions, except per share amounts) December 31, 2023 December 31, 2022
Assets:
Cash and cash equivalents $ 16 $ —
Advances to money pool 598 68
Accounts receivable – affiliates 20 59
Miscellaneous accounts and notes receivable 31 11
Total current assets 665 138
Investments in subsidiaries 14,573 13,394
Accumulated deferred income taxes, net 44 46
Other assets 149 137
Total assets
$ 15,431 $ 13,715
Liabilities and Shareholders’ Equity:
Current maturities of long-term debt $ 450 $ —
Short-term debt — 477
Accounts payable 2 —
Taxes accrued 10 5
Accounts payable – affiliates 100 52
Other current liabilities 45 41
Total current liabilities 607 575
Long-term debt, net 3,379 2,536
Pension and other postretirement benefits 19 19
Other deferred credits and liabilities 77 77
Total liabilities 4,082 3,207
Commitments and Contingencies (Note 4)
Shareholders’ Equity:
Common stock, $ .01 par value, 400.0 shares authorized – shares outstanding of 266.3 and 262.0 , respectively
3 3
Other paid-in capital, principally premium on common stock 7,216 6,860
Retained earnings 4,136 3,646
Accumulated other comprehensive income (loss) ( 6 ) ( 1 )
Total shareholders’ equity 11,349 10,508
Total liabilities and shareholders’ equity $ 15,431 $ 13,715
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SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT
AMEREN CORPORATION
CONDENSED STATEMENT OF CASH FLOWS
For the Years Ended December 31, 2023, 2022, and 2021
(In millions) 2023 2022 2021
Net cash flows provided by operating activities $ 171 $ 44 $ 79
Cash flows from investing activities:
Money pool advances, net ( 530 ) 40 ( 92 )
Notes receivable – ATXI — 35 40
Investments in subsidiaries ( 109 ) ( 30 ) ( 489 )
Other 5 3 7
Net cash flows provided by (used in) investing activities ( 634 ) 48 ( 534 )
Cash flows from financing activities:
Dividends on common stock ( 662 ) ( 610 ) ( 565 )
Short-term debt, net ( 475 ) 198 ( 213 )
Issuances of long-term debt 1,298 — 949
Issuances of common stock 346 333 308
Employee payroll taxes related to stock-based compensation ( 20 ) ( 16 ) ( 17 )
Debt issuance costs ( 8 ) ( 1 ) ( 7 )
Net cash flows provided by (used in) financing activities 479 ( 96 ) 455
Net change in cash, cash equivalents, and restricted cash $ 16 $ ( 4 ) $ —
Cash, cash equivalents, and restricted cash at beginning of year — 4 4
Cash, cash equivalents, and restricted cash at end of year $ 16 $ — $ 4
Supplemental information:
Cash dividends received from consolidated subsidiaries $ 173 $ 76 $ 123
Noncash financing activity – Issuance of common stock for stock-based compensation 40 31 33
Noncash financing activity – Issuance of common stock under the DRPlus 7 8 —
AMEREN CORPORATION (parent company only)
NOTES TO CONDENSED FINANCIAL STATEMENTS December 31, 2023
NOTE 1 – BASIS OF PRESENTATION
Ameren Corporation (parent company only) is a public utility holding company that conducts substantially all of its business operations through its subsidiaries. Ameren Corporation (parent company only) has accounted for its subsidiaries using the equity method. These financial statements are presented on a condensed basis.
See Note 1 – Summary of Significant Accounting Policies and Note 15 – Supplemental Information under Part II, Item 8, of this report for additional information.
NOTE 2 – SHORT-TERM DEBT AND LIQUIDITY
Ameren, Ameren Services, and other non-state-regulated Ameren subsidiaries have the ability, subject to Ameren parent company and applicable regulatory short-term borrowing authorizations, to access funding from the Credit Agreements and the commercial paper programs through a non-state-regulated subsidiary money pool agreement. All participants may borrow from or lend to the non-state-regulated money pool. The total amount available to pool participants from the non-state-regulated subsidiary money pool at any given time is reduced by the amount of borrowings made by participants, but is increased to the extent that the pool participants advance surplus funds to the non-state-regulated subsidiary money pool or remit funds from other external sources. The non-state-regulated subsidiary money pool was established to coordinate and to provide short-term cash and working capital for the participants. Participants receiving a loan under the non-state-regulated subsidiary money pool agreement must repay the principal amount of such loan, together with accrued interest. The rate of interest depends on the composition of internal and external funds in the non-state-regulated subsidiary money pool. Interest revenues related to non-state-regulated money pool advances were $ 10 million in 2023 and immaterial in 2022 and 2021. Interest charges related to non-state-regulated money pool borrowings were immaterial in 2021, 2022, and 2023.
See Note 4 – Short-term Debt and Liquidity under Part II, Item 8, of this report for a description and details of short-term debt and liquidity needs of Ameren Corporation (parent company only).
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NOTE 3 – LONG-TERM OBLIGATIONS
See Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, of this report for additional information on Ameren Corporation’s (parent company only) long-term debt, indenture provisions, forward sale agreements related to common stock, and ATM program.
NOTE 4 – COMMITMENTS AND CONTINGENCIES
See Note 14 – Commitments and Contingencies under Part II, Item 8, of this report for a description of all material contingencies of Ameren Corporation (parent company only).
NOTE 5 – TOTAL OTHER EXPENSE, NET
The following table presents the components of “Total Other Expense, Net” in the Condensed Statement of Income and Comprehensive Income for the years ended December 31, 2023, 2022, and 2021:
(In millions) 2023 2022 2021
Total Other Expense, Net
Non-service cost components of net periodic benefit income $ 8 $ 3 $ 1
Donations ( 18 ) ( 15 ) —
Other expense, net ( 1 ) ( 1 ) ( 1 )
Total Other Expense, Net $ ( 11 ) $ ( 13 ) $ —
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SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2023, 2022, AND 2021
(In millions)
Column A Column B Column C Column D Column E
Description Balance at
Beginning
of Period (1)
Charged to Costs
and Expenses (2)
Charged to Other
Accounts (a)
Deductions (b)
Balance at End
of Period
Ameren:
Deducted from assets – allowance for doubtful accounts:
2023 $ 31 $ 51 $ 5 $ 57 $ 30
2022 29 34 4 36 31
2021 50 9 — 30 29
Ameren Missouri:
Deducted from assets – allowance for doubtful accounts:
2023 $ 13 $ 11 $ — $ 12 $ 12
2022 13 9 — 9 13
2021 16 5 — 8 13
Ameren Illinois:
Deducted from assets – allowance for doubtful accounts:
2023 $ 18 $ 40 $ 5 $ 45 $ 18
2022 16 25 4 27 18
2021 34 4 — 22 16
(a) Amounts associated with the allowance for doubtful accounts relate to the uncollectible account reserve associated with receivables purchased by Ameren Illinois from alternative retail electric suppliers, as required by the Illinois Public Utilities Act.
(b) Uncollectible accounts charged off, less recoveries.
ITEM 16. FORM 10-K SUMMARY
The Ameren Companies elected not to provide a summary of the Form 10-K.
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Table of Conten t s
EXHIBIT INDEX
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:
Articles of Incorporation/ By-Laws
3.1(i) Ameren Restated Articles of Incorporation of Ameren
Annex F to Part I of the Registration Statement on Form S-4, File No. 33-64165
3.2(i) Ameren Certificate of Amendment to Ameren’s Restated Articles of Incorporation filed December 14, 1998
1998 Form 10-K, Exhibit 3(i),
File No. 1-14756
3.3(i) Ameren Certificate of Amendment to Ameren’s Restated Articles of Incorporation filed April 21, 2011
April 21, 2011 Form 8-K, Exhibit 3(i),
File No. 1-14756
3.4(i) Ameren Certificate of Amendment to Ameren’s Restated Articles of Incorporation filed December 18, 2012
December 18, 2012 Form 8-K, Exhibit 3.1(i),
File No. 1-14756
3.5(i) Ameren Missouri Restated Articles of Incorporation of Ameren Missouri
1993 Form 10-K, Exhibit 3(i),
File No. 1-2967
3.6(i) Ameren Illinois Restated Articles of Incorporation of Ameren Illinois
2010 Form 10-K, Exhibit 3.4(i),
File No. 1-3672
3.7(ii) Ameren By-Laws of Ameren, as amended October 8, 2021
October 12, 2021 Form 8-K, Exhibit 3.1,
File No. 1-14756
3.8(ii) Ameren Missouri Bylaws of Ameren Missouri, as amended February 19, 2021
2020 Form 10-K, Exhibit 3.8(ii), File No. 1-2967
3.9(ii) Ameren Illinois Bylaws of Ameren Illinois, as amended February 19, 2021
2020 Form 10-K, Exhibit 3.9(ii), File No. 1-3672
Instruments Defining Rights of Security Holders, Including Indentures
4.1 Ameren Indenture, dated as of December 1, 2001 from Ameren to The Bank of New York Mellon Trust Company, N.A., as successor trustee, relating to senior debt securities (Ameren Indenture)
Exhibit 4.5, File No. 333-81774
4.2 Ameren First Supplemental Indenture to Ameren Senior Indenture dated as of May 19, 2008
June 30, 2008 Form 10-Q, Exhibit 4.1,
File No. 1-14756
4.3 Ameren Ameren Indenture Company Order, dated November 24, 2015, establishing the 3.65% Senior Notes due 2026 (including the global note)
November 24, 2015 Form 8-K, Exhibits 4.3 and 4.5, File No. 1-14756
4.4 Ameren Ameren Indenture Company Order, dated September 16, 2019 , establishing the 2.50% Senior Notes due 2024 (including the gl l obal note)
September 16, 2019 Form 8-K, Exhibits 4.3 and 4.4, File No. 1-14756
4.5 Ameren Ameren Indenture Company Order, dated April 3, 2020 , establishing the 3.50% Senior Notes due 2031 (including the g lobal note)
April 3, 2020 Form 8-K, Exhibits 4.3 and 4.4, File No. 1-14756
4.6 Ameren Ameren Indenture Company Order, dated March 5, 2021, establishing the 1.75% Senior Notes due 2028 (including the global note)
March 5, 2021 Form 8-K, Exhibits 4.3 and 4.4, File No. 1-14756
4.7 Ameren Ameren Indenture Company Order, dated November 18, 2021, establishing the 1.95% Senior Notes due 2027 (including the global note)
November 18, 2021 Form 8-K, Exhibits 4.3 and 4.4, File No. 1-14756
4.8 Ameren Ameren Indenture Company Order, dated November 20, 2023, establishing the 5.70% Senior Notes due 2026 (including the global note)
November 20, 2023 Form 8-K, Exhibits 4.3 and 4.4, File No. 1-14756
4.9 Ameren Ameren Indenture Company Order, dated December 21, 2023, establishing the 5.00% Senior Notes due 2029 (including the global note)
December 21, 2023 Form 8-K, Exhibits 4.3 and 4.4, File No. 1-14756
4.10 Ameren Note Purchase Agreement, dated June 22, 2017, between Ameren Transmission Company of Illinois and the several purchasers named therein.
June 26, 2017 Form 8-K, Exhibit 4.1, File No. 1-14756
4.11 Ameren Note Purchase Agreement, dated as of November 16, 2021, between Ameren Transmission Company of Illinois and the several purchasers named therein.
2021 Form 10-K, Exhibit 4.9, File No. 1-14756
4.12 Ameren
Ameren Missouri Indenture of Mortgage and Deed of Trust, dated June 15, 1937 (Ameren Missouri Mortgage), from Ameren Missouri to The Bank of New York Mellon, as successor trustee, as amended May 1, 1941, and Second Supplemental Indenture dated May 1, 1941 Exhibit B-1, File No. 2-4940
4.13 Ameren
Ameren Missouri Supplemental Indenture to the Ameren Missouri Mortgage dated as of July 1, 1956
Exhibit 4.22, File No. 333-222108
4.14 Ameren
Ameren Missouri
Supplemental Indenture to the Ameren Missouri Mortgage dated as of April 1, 1971
Exhibit 4.23, File No. 333-222108
4.15 Ameren
Ameren Missouri
Supplemental Indenture to the Ameren Missouri Mortgage dated as of February 1, 1974
Exhibit 4.24, File No. 333-222108
4.16 Ameren
Ameren Missouri
Supplemental Indenture to the Ameren Missouri Mortgage dated as of July 7, 1980
Exhibit 4.25, File No. 333-222108
4.17 Ameren
Ameren Missouri
Supplemental Indenture to the Ameren Missouri Mortgage dated as of October 1, 1993
1993 Form 10-K, Exhibit 4.8,
File No. 1-2967
4.18 Ameren
Ameren Missouri
Supplemental Indenture to the Ameren Missouri Mortgage dated as of February 1, 2000
2000 Form 10-K, Exhibit 99,
File No. 1-2967
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Exhibit Designation Registrant(s) Nature of Exhibit Previously Filed as Exhibit to:
4.19 Ameren
Ameren Missouri
Supplemental Indenture to the Ameren Missouri Mortgage dated August 15, 2002
August 23, 2002 Form 8-K, Exhibit 4.3,
File No. 1-2967
4.20 Ameren
Ameren Missouri
Supplemental Indenture to the Ameren Missouri Mortgage dated March 5, 2003 relative to Series BB
March 11, 2003 Form 8-K, Exhibit 4.4,
File No. 1-2967
4.21 Ameren
Ameren Missouri
Supplemental Indenture to the Ameren Missouri Mortgage dated February 1, 2004 relative to Series 2004A (1998A)
March 31, 2004 Form 10-Q, Exhibit 4.1,
File No. 1-2967
4.22 Ameren
Ameren Missouri
Supplemental Indenture to the Ameren Missouri Mortgage dated February 1, 2004 relative to Series 2004B (1998B)
March 31, 2004 Form 10-Q, Exhibit 4.2,
File No. 1-2967
4.23 Ameren
Ameren Missouri
Supplemental Indenture to the Ameren Missouri Mortgage dated February 1, 2004 relative to Series 2004C (1998C)
March 31, 2004 Form 10-Q, Exhibit 4.3,
File No. 1-2967
4.24 Ameren
Ameren Missouri
Supplemental Indenture to the Ameren Missouri Mortgage dated February 1, 2004 relative to Series 2004H (1992)
March 31, 2004 Form 10-Q, Exhibit 4.8,
File No. 1-2967
4.25 Ameren
Ameren Missouri
Supplemental Indenture to the Ameren Missouri Mortgage dated July 1, 2005 relative to Series II
July 21, 2005 Form 8-K, Exhibit 4.4,
File No. 1-2967
4.26 Ameren
Ameren Missouri
Supplemental Indenture to the Ameren Missouri Mortgage dated March 1, 2009 relative to Series NN
March 23, 2009 Form 8-K, Exhibit 4.5,
File No. 1-2967
4.27 Ameren
Ameren Missouri
Supplemental Indenture to the Ameren Missouri Mortgage dated May 15, 2012
Exhibit 4.45, File No. 333-182258
4.28 Ameren
Ameren Missouri
Supplemental Indenture to the Ameren Missouri Mortgage dated September 1, 2012 relative to Series OO
September 11, 2012 Form 8-K, Exhibit 4.4,
File No. 1-2967
4.29 Ameren
Ameren Missouri
Supplemental Indenture to the Ameren Missouri Mortgage dated April 1, 2014 relative to Series PP
April 4, 2014 Form 8-K, Exhibit 4.5,
File No. 1-2967
4.30 Ameren
Ameren Missouri
Supplemental Indenture to the Ameren Missouri Mortgage dated March 15, 2015 relative to Series QQ
April 6, 2015 Form 8-K, Exhibit 4.5, File No. 1-2967
4.31 Ameren
Ameren Missouri
Supplemental Indenture to the Ameren Missouri Mortgage dated June 1, 2017 relative to Series RR
June 15, 2017 Form 8-K, Exhibit 4.5, File No. 1-2967
4.32 Ameren
Ameren Missouri
Supplemental Indenture to the Ameren Missouri Mortgage dated April 1, 2018 for 4.000% First Mortgage Bonds due 2048
April 6, 2018 Form 8-K, Exhibit 4.2, File No. 1-2967
4.33 Ameren
Ameren Missouri
Supplemental Indenture to the Ameren Missouri Mortgage dated March 1, 2019, for 3.50% First Mortgage Bonds due 2029
March 6, 2019 Form 8-K, Exhibit 4.2, File No. 1-2967
4.34 Ameren
Ameren Missouri
Supplemental Indenture to the Ameren Missouri Mortgage dated September 15, 2019, for 3.25% First Mortgage Bonds due 2049
October 1, 2019 Form 8-K, Exhibit 4.2, File No. 1-2967
4.35 Ameren
Ameren Missouri
Supplemental Indenture to the Ameren Missouri Mortgage dated March 1, 2020, for 2.95% First Mortgage Bonds due 2030
March 20, 2020 Form 8-K, Exhibit 4.2, File No. 1-2967
4.36 Ameren
Ameren Missouri
Supplemental Indenture to the Ameren Missouri Mortgage dated October 1, 2020, for 2.625% First Mortgage Bonds due 2051
October 9, 2020 Form 8-K, Exhibit 4.2, File No. 1-2967
4.37 Ameren
Ameren Missouri Supplemental Indenture to the Ameren Missouri Mortgage dated June 1, 2021, for 2.15% First Mortgage Bonds due 2032
June 22, 2021 Form 8-K, Exhibit 4.2, File No. 1-2967
4.38 Ameren
Ameren Missouri Supplemental Indenture to the Ameren Missouri Mortgage dated March 1, 2022, for 3.90% First Mortgage Bonds due 2052
April 1, 2022 Form 8-K, Exhibit 4.2, File No. 1-2967
4.39 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. 1-2967
4.40 Ameren Ameren Missouri Supplemental Indenture to the Ameren Missouri Mortgage dated January 1, 2024, for 5.25% First Mortgage Bonds due 2054
January 9, 2024 Form 8-K, Exhibit 4.2, File No. 1-2967
4.41 Ameren
Ameren Missouri
Loan Agreement, dated as of December 1, 1992, between the Missouri Environmental Authority and Ameren Missouri, together with Indenture of Trust dated as of December 1, 1992, between the Missouri Environmental Authority and UMB Bank, N.A. as successor trustee to Mercantile Bank of St. Louis, N.A. 1992 Form 10-K, Exhibit 4.38,
File No. 1-2967
4.42 Ameren
Ameren Missouri
First Amendment, dated as of February 1, 2004, to Loan Agreement dated as of December 1, 1992, between the Missouri Environmental Authority and Ameren Missouri
March 31, 2004 Form 10-Q, Exhibit 4.10,
File No. 1-2967
4.43 Ameren
Ameren Missouri
Series 1998A Loan Agreement, dated as of September 1, 1998, between the Missouri Environmental Authority and Ameren Missouri
September 30, 1998 Form 10-Q,
Exhibit 4.28, File No. 1-2967
4.44 Ameren
Ameren Missouri
First Amendment, dated as of February 1, 2004, to Series 1998A Loan Agreement dated as of September 1, 1998, between the Missouri Environmental Authority and Ameren Missouri
March 31, 2004 Form 10-Q, Exhibit 4.11,
File No. 1-2967
4.45 Ameren
Ameren Missouri
Series 1998B Loan Agreement, dated as of September 1, 1998, between the Missouri Environmental Authority and Ameren Missouri
September 30, 1998 Form 10-Q,
Exhibit 4.29, File No. 1-2967
171
Table of Conten t s
Exhibit Designation Registrant(s) Nature of Exhibit Previously Filed as Exhibit to:
4.46 Ameren
Ameren Missouri
First Amendment, dated as of February 1, 2004, to Series 1998B Loan Agreement dated as of September 1, 1998, between the Missouri Environmental Authority and Ameren Missouri
March 31, 2004 Form 10-Q, Exhibit 4.12,
File No. 1-2967
4.47 Ameren
Ameren Missouri
Series 1998C Loan Agreement, dated as of September 1, 1998, between the Missouri Environmental Authority and Ameren Missouri
September 30, 1998 Form 10-Q,
Exhibit 4.30, File No. 1-2967
4.48 Ameren
Ameren Missouri
First Amendment, dated as of February 1, 2004, to Series 1998C Loan Agreement dated as of September 1, 1998, between the Missouri Environmental Authority and Ameren Missouri
March 31, 2004 Form 10-Q, Exhibit 4.13,
File No. 1-2967
4.49 Ameren
Ameren Missouri
Indenture, dated as of August 15, 2002, from Ameren Missouri to The Bank of New York Mellon, as successor trustee (relating to senior secured debt securities) (Ameren Missouri Indenture)
August 23, 2002 Form 8-K, Exhibit 4.1,
File No. 1-2967
4.50 Ameren
Ameren Missouri
First Supplemental Indenture to the Ameren Missouri Indenture, dated as of May 15, 2012
Exhibit 4.48, File No. 333-182258
4.51 Ameren
Ameren Missouri
Ameren Missouri Indenture Company Order, dated March 10, 2003, establishing the 5.50% Senior Secured Notes due 2034 (including the global note)
March 11, 2003 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-2967
4.52 Ameren
Ameren Missouri
Ameren Missouri Indenture Company Order, dated July 21, 2005, establishing the 5.30% Senior Secured Notes due 2037 (including the global note)
July 21, 2005 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-2967
4.53 Ameren
Ameren Missouri
Ameren Missouri Indenture Company Order, dated March 20, 2009, establishing the 8.45% Senior Secured Notes due 2039 (including the global note)
March 23, 2009 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-2967
4.54 Ameren
Ameren Missouri
Ameren Missouri Indenture Company Order, dated September 11, 2012, establishing the 3.90% Senior Secured Notes due 2042 (including the global note)
September 30, 2012 Form 10-Q, Exhibit 4.1 and September 11, 2012 Form 8-K, Exhibit 4.2, File No. 1-2967
4.55 Ameren
Ameren Missouri
Ameren Missouri Indenture Company Order, dated April 4, 2014, establishing the 3.50% Senior Secured Notes due 2024 (including the global note)
April 4, 2014 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-2967
4.56 Ameren
Ameren Missouri
Ameren Missouri Indenture Company Order, dated April 6, 2015, establishing the 3.65% Senior Secured Notes due 2045 (including the global note)
April 6, 2015 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-2967
4.57 Ameren
Ameren Missouri Ameren Missouri Indenture Company Order, dated June 23, 2016, requesting authentication of an additional $150,000,000 aggregate principal amount of 3.65% Senior Secured Notes due 2045 (including the global note)
June 23, 2016 Form 8-K, Exhibits 4.3, and 4.4, File No. 1-2967
4.58 Ameren
Ameren Missouri
Ameren Missouri Indenture Company Order, dated June 15, 2017, establishing the 2.950% Senior Secured Notes due 2027 (including the global note)
June 15, 2017 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-2967
4.59 Ameren
Ameren Illinois
Indenture, dated as of December 1, 1998, from Ameren Illinois (formerly Central Illinois Public Service Company) to The Bank of New York Mellon Trust Company, N.A., as successor trustee (CIPS Indenture)
Exhibit 4.4, File No. 333-59438
4.60 Ameren
Ameren Illinois
First Supplemental Indenture to the CIPS Indenture, dated as of June 14, 2006
June 19, 2006 Form 8-K, Exhibit 4.2, File No. 1-3672
4.61 Ameren
Ameren Illinois
Second Supplemental Indenture to the CIPS Indenture, dated as of March 1, 2010
Exhibit 4.17, File No. 333-166095
4.62 Ameren
Ameren Illinois
Third Supplemental Indenture to the CIPS Indenture, dated as of October 1, 2010
2010 Form 10-K, Exhibit 4.59, File No. 1-3672
4.63 Ameren
Ameren Illinois
Ameren Illinois Global Note, dated October 1, 2010, representing CIPS Indenture Senior Notes, 6.125% due 2028
2010 Form 10-K, Exhibit 4.60, File No. 1-3672
4.64 Ameren
Ameren Illinois
Ameren Illinois Global Note, dated October 1, 2010, representing CIPS Indenture Senior Notes, 6.70% Series Secured Notes due 2036
2010 Form 10-K, Exhibit 4.62, File No. 1-3672
4.65 Ameren
Ameren Illinois
Indenture, dated as of June 1, 2006, from Ameren Illinois (successor in interest to Central Illinois Light Company) to The Bank of New York Mellon Trust Company, N.A., as successor trustee (CILCO Indenture)
June 19, 2006 Form 8-K, Exhibit 4.3, File No. 1-14756
4.66 Ameren
Ameren Illinois
First Supplemental Indenture to the CILCO Indenture, dated October 1, 2010
October 7, 2010 Form 8-K, Exhibit 4.1, File No. 1-3672
4.67 Ameren
Ameren Illinois
Second Supplemental Indenture to the CILCO Indenture dated as of July 21, 2011
September 30, 2011 Form 10-Q, Exhibit 4.1,
File No. 1-3672
4.68 Ameren
Ameren Illinois
Third Supplemental Indenture to the CILCO Indenture, dated as of October 15, 2019
September 30, 2019 Form 10-Q, Exhibit 4.2, File No. 1-3672
4.69 Ameren
Ameren Illinois
CILCO Indenture Company Order, dated June 14, 2006, establishing the 6.70% Senior Secured Notes due 2036 (including the global note)
June 19, 2006 Form 8-K, Exhibit 4.6, File No. 1-14756
4.70 Ameren
Ameren Illinois
General Mortgage Indenture and Deed of Trust, dated as of November 1, 1992 between Ameren Illinois (successor in interest to Illinois Power Company) and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Ameren Illinois Mortgage) 1992 Form 10-K, Exhibit 4(cc), File No. 1-3004
4.71 Ameren
Ameren Illinois
Supplemental Indenture amending the Ameren Illinois Mortgage dated as of December 15, 2002
December 23, 2002 Form 8-K, Exhibit 4.1, File No. 1-3004
172
Table of Conten t s
Exhibit Designation Registrant(s) Nature of Exhibit Previously Filed as Exhibit to:
4.72 Ameren
Ameren Illinois
Supplemental Indenture, dated as of October 1, 2010, to Ameren Illinois Mortgage for Series CIPS-AA and CIPS-CC
October 7, 2010 Form 8-K, Exhibit 4.9, File No. 1-3672
4.73 Ameren
Ameren Illinois
Supplemental Indenture, dated as of January 15, 2011, to Ameren Illinois Mortgage
Exhibit 4.78, File No. 333-182258
4.74 Ameren
Ameren Illinois
Supplemental Indenture, dated as of August 1, 2012, to Ameren Illinois Mortgage for Series EE
August 20, 2012 Form 8-K, Exhibit 4.5, File No. 1-3672
4.75 Ameren
Ameren Illinois
Supplemental Indenture, dated as of December 1, 2013, to Ameren Illinois Mortgage for Series FF
December 10, 2013 Form 8-K, Exhibit 4.5, File No. 1-3672
4.76 Ameren
Ameren Illinois
Supplemental Indenture, dated as of June 1, 2014, to Ameren Illinois Mortgage for Series GG
June 30, 2014 Form 8-K, Exhibit 4.5, File No. 1-3672
4.77 Ameren
Ameren Illinois
Supplemental Indenture, dated as of December 1, 2014, to Ameren Illinois Mortgage for Series HH
December 10, 2014 Form 8-K, Exhibit 4.5, File No. 1-3672
4.78 Ameren
Ameren Illinois
Supplemental Indenture, dated as of December 1, 2015, to Ameren Illinois Mortgage for Series II
December 14, 2015 Form 8-K, Exhibit 4.5, File No. 1-3672
4.79 Ameren
Ameren Illinois
Supplemental Indenture, dated as of October 25, 2017, to the Ameren Illinois Mortgage
September 30, 2017 Form 10-Q, Exhibit 4.1, File No. 1-3672
4.80 Ameren
Ameren Illinois
Supplemental Indenture, dated as of November 1, 2017, to the Ameren Illinois Mortgage for 3.70% First Mortgage Bonds due 2047
November 28, 2017 Form 8-K, Exhibit 4.2, File No. 1-3672
4.81 Ameren
Ameren Illinois
Supplemental Indenture, dated as of May 1, 2018, to Ameren Illinois Mortgage for 3.80% First Mortgage Bonds due 2028
May 22, 2018 Form 8-K, Exhibit 4.2, File No. 1-3672
4.82 Ameren
Ameren Illinois
Supplemental Indenture, dated as of November 1, 2018, to Ameren Illinois Mortgage for 4.50% First Mortgage Bonds due 2049
November 15, 2018 Form 8-K, Exhibit 4.2, File No. 1-3672
4.83 Ameren
Ameren Illinois
Supplemental Indenture, dated as of October 15, 2019, to Ameren Illinois Mortgage for First Mortgage Bonds, Senior Notes Series CILCO-AA
September 30, 2019 Form 10-Q, Exhibit 4.3, File No. 1-3672
4.84 Ameren
Ameren Illinois Supplemental Indenture, dated as of November 1, 2019, to the Ameren Illinois Mortgage for 3.25% First Mortgage Bonds due 2050
November 26, 2019 Form 8-K, Exhibit 4.2, File No. 1-3672
4.85 Ameren
Ameren Illinois Supplemental Indenture, dated as of December 15, 2019, to the Ameren Illinois Mortgage
2019 Form 10-K, Exhibit 4.79, File No. 1-3672
4.86 Ameren
Ameren Illinois Supplemental Indenture, dated as of November 1, 2020, to Ameren Illinois Mortgage for 1.55% First Mortgage Bonds due 2030
November 23, 2020 Form 8-K, Exhibit 4.2, File No. 1-3672
4.87 Ameren
Ameren Illinois Supplemental Indenture, dated as of June 1, 2021, to Ameren Illinois Mortgage for 0.375% First Mortgage Bonds due 2023 and 2.90% First Mortgage Bonds due 2051
June 29, 2021 Form 8-K, Exhibit 4.2, File No. 1-3672
4.88 Ameren
Ameren Illinois Supplemental Indenture, dated as of August 1, 2022, to Ameren Illinois Mortgage for 3.85% First Mortgage Bonds due 2032
August 29, 2022 Form 8-K, Exhibit 4.2, File No. 1-3672
4.89 Ameren
Ameren Illinois Supplemental Indenture, dated as of November 1, 2022, to Ameren Illinois Mortgage for 5.90% First Mortgage Bonds due 2052
November 22, 2022 Form 8-K, Exhibit 4.2, File No. 1-3672
4.90 Ameren Ameren Illinois Supplemental Indenture, dated as of May 1, 2023, to Ameren Illinois Mortgage for 4.95% First Mortgage Bonds due 20 3 3
May 31, 2023 Form 8-K, Exhibit 4.2, File No. 1-3672
4.91 Ameren
Ameren Illinois Indenture, dated as of June 1, 2006, from Ameren Illinois (successor in interest to Illinois Power Company) to The Bank of New York Mellon Trust Company, N.A., as successor trustee (Ameren Illinois Indenture)
June 19, 2006 Form 8-K, Exhibit 4.4, File No. 1-14756
4.92 Ameren
Ameren Illinois First Supplemental Indenture, dated as of October 1, 2010, to the Ameren Illinois Indenture for Series CIPS-AA and CIPS-CC
October 7, 2010 Form 8-K, Exhibit 4.5, File No. 1-14756
4.93 Ameren
Ameren Illinois Second Supplemental Indenture to the Ameren Illinois Indenture dated as of July 21, 2011
September 30, 2011 Form 10-Q, Exhibit 4.2, File No. 1-3672
4.94 Ameren
Ameren Illinois Third Supplemental Indenture to the Ameren Illinois Indenture dated as of May 15, 2012
Exhibit 4.83, File No. 333-182258
4.95 Ameren
Ameren Illinois Fourth Supplemental Indenture to the Ameren Illinois Indenture, dated as of October 15, 2019
September 30, 2019 Form 10-Q, Exhibit 4.4, File No. 1-3672
4.96 Ameren
Ameren Illinois Ameren Illinois Indenture Company Order dated December 10, 2013, establishing the 4.80% Senior Secured Notes due 2043 (including the global note)
December 10, 2013 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-3672
4.97 Ameren
Ameren Illinois Ameren Illinois Indenture Company Order dated June 30, 2014, establishing the 4.30% Senior Secured Notes due 2044 (including the global note)
June 30, 2014 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-3672
4.98 Ameren
Ameren Illinois Ameren Illinois Indenture Company Order dated December 10, 2014, establishing the 3.25% Senior Secured Notes due 2025 (including the global note)
December 10, 2014 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-3672
4.99 Ameren
Ameren Illinois Ameren Illinois Indenture Company Order dated December 14, 2015, establishing the 4.15% Senior Secured Notes due 2046 (including the global note)
December 14, 2015 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-3672
173
Table of Conten t s
Exhibit Designation Registrant(s) Nature of Exhibit Previously Filed as Exhibit to:
4.100 Ameren
Ameren Illinois Ameren Illinois Indenture Company Order dated December 6, 2016, requesting the authentication of an additional $240,000,000 aggregate principal amount of 4.15% Senior Secured Notes due 2046 (including the global note)
December 6, 2016 Form 8-K, Exhibits 4.2 and 4.3, File No. 1-3672
4.101 Ameren
Ameren Illinois Ameren Illinois Indenture Company Order dated October 30, 2019, establishing Senior Notes Series CILCO-AA (including the global note)
September 30, 2019 Form 10-Q, Exhibits 4.5 and 4.6, File No. 1-3672
4.102 Ameren Description of Ameren Securities
2021 Form 10-K, Exhibit 4.98, File No. 1-14756
4.103 Ameren Missouri Description of Ameren Missouri Securities
2021 Form 10-K, Exhibit 4.99, File No. 1-14756
4.104 Ameren Illinois Description of Ameren Illinois Securities
2021 Form 10-K, Exhibit 4.100, File No. 1-14756
Material Contracts
10.1 Ameren Companies Fourth Amended Ameren Corporation System Utility Money Pool Agreement, as amended January 30, 2014
June 30, 2015 Form 10-Q, Exhibit 10.1, File No. 1-14756
10.2 Ameren
Ameren Missouri Amended and Restated Credit Agreement, dated as of December 6, 2022, by and among Ameren, Ameren Missouri and JP Morgan Chase Bank, N.A., as agent and the lenders party thereto
December 6, 2022 Form 8-K, Exhibit 10.1, File No. 1-2967
10.3 Ameren Ameren Missouri First Amendment , dated as of April 19, 2023, to Amended and Restated Credit Agreement, dated as of December 6, 2022, by and among Ameren, Ameren Missouri and JPMorgan Chase Bank, N.A., as agent and the lenders party thereto
August 3, 2023 Form 10-Q, Exhibit 10.1, File No. 1-2967
10.4 Ameren
Ameren Illinois Amended and Restated Credit Agreement, dated as of December 6, 2022, by and among Ameren, Ameren Illinois and JP Morgan Chase Bank, N.A., as agent and the lenders party thereto
December 6, 2022 Form 8-K, Exhibit 10.2, File No. 1-3672
10.5 Ameren Ameren Illinois First Amendment, dated as of April 19, 2023, to Amended and Restated Credit Agreement, dated as of December 6, 2022, by and among Ameren, Ameren Illinois and JPMorgan Chase Bank, N.A., as agent and the lenders party thereto
August 3, 2023 Form 10-Q, Exhibit 10.2, File No. 1-3672
10.6 Ameren *Summary Sheet of Ameren Corporation Non-Management Director Compensation effective as of January 1, 2022
2021 Form 10-K, Exhibit 10.6, File No. 1-14756
10.7 Ameren *Ameren ’ s Deferred Compensation Plan for Members of the Board of Directors amended and restated effective January 1, 2009, dated June 13, 2008
June 30, 2008 Form 10-Q, Exhibit 10.3, File No. 1-14756
10.8 Ameren *Amendment dated October 12, 2009, to Ameren ’ s Deferred Compensation Plan for Members of the Board of Directors, effective January 1, 2010
2009 Form 10-K, Exhibit 10.15, File No. 1-14756
10.9 Ameren *Amendment dated October 14, 2010, to Ameren’s Deferred Compensation Plan for Members of the Board of Directors
2010 Form 10-K, Exhibit 10.15, File No. 1-14756
10.10 Ameren *Ameren’s Deferred Compensation Plan as amended and restated effective January 1, 2023
10.11 Ameren Companies *2020 Ameren Short-Term Incentive Plan
2019 Form 10-K, Exhibit 10.17, File No. 1-14756
10.12 Ameren Companies *2021 Ameren Short-Term Incentive Plan
2020 Form 10-K, Exhibit 10.16, File No. 1-14756
10.13 Ameren Companies *2022 Ameren Short-Term Incentive Plan
2021 Form 10-K, Exhibit 10.16, File No., 1-14756
10.14 Ameren Companies *2023 Ameren Short-Term Incentive Plan
2022 Form 10-K, Exhibit 10.17, File No. 1-14756
10.15 Ameren Companies *2024 Ameren Short-Term Incentive Plan
10.16 Ameren Companies *2021 Base Salary Table for Named Executive Officers
2020 Form 10-K, Exhibit 10.23, File No. 1-14756
10.17 Ameren Companies * 2022 Base Salary Table for Named Executive Officers
2021 Form 10-K, Exhibit 10.20, File No. 1-14756
10.18 Ameren Companies *2023 Base Salary Table for Named Executive Officers
2022 Form 10-K, Exhibit 10.21, File No. 1-14756
10.19 Ameren Companies *2024 Base Salary Table for Named Executive Officers
10.20 Ameren Companies *Second Amended and Restated Ameren Corporation Change of Control Severance Plan
2008 Form 10-K, Exhibit 10.37, File No. 1-14756
10.21 Ameren Companies *First Amendment dated October 12, 2009, to the Second Amended and Restated Ameren Change of Control Severance Plan
October 14, 2009 Form 8-K, Exhibit 10.2, File No. 1-14756
10.22 Ameren Companies *Revised Schedule I to Second Amended and Restated Ameren Change of Control Severance Plan, as amended
10.23 Ameren Companies *Formula for Determining 2018 Target Performance Share Unit and Restricted Stock Unit Awards to be Issued to Named Executive Officers
2017 Form 10-K, Exhibit 10.24, File No. 1-14756
10.24 Ameren Companies *Formula for Determining 2019 Target Performance Share Unit and Restricted Stock Unit Awards to be Issued to Named Executive Officers
2018 Form 10-K, Exhibit 10.27, File No. 1-14756
10.25 Ameren Companies *Formula for Determining 2020 Target Performance Share Unit and Restricted Stock Unit Awards to be Issued to Named Executive Officers
2019 Form 10-K, Exhibit 10.32, File No. 1-14756
10.26 Ameren Companies *Formula for Determining 2021 Target Performance Share Unit and Restricted Stock Unit Awards to be Issued to Named Executive Officers
2020 Form 10-K, Exhibit 10.33, File No. 1-14756
174
Table of Conten t s
Exhibit Designation Registrant(s) Nature of Exhibit Previously Filed as Exhibit to:
10.27 Ameren Companies “Formula for Determining 2022 Target Performance Share Unit and Restricted Stock Unit Awards to be Issued to Named Executive Officers
2021 Form 10-K, Exhibit 10.30, File No. 1-14756
10.28 Ameren Companies *Formula for Determining 2023 Target Performance Share Unit and Restricted Stock Unit Awards to be Issued to Named Executive Officers
2022 Form 10-K, Exhibit 10.31, File No. 1-14756
10.29 Ameren Companies *Formula for Determining 2024 Target Performance Share Unit and Restricted Stock Unit Awards to be Issued to Named Executive Officers
10.30 Ameren Companies *Ameren Corporation 2014 Omnibus Incentive Compensation Plan
Exhibit 99, File No. 333-196515
10.31 Ameren Companies *Form of Performance Share Unit Award Agreement for Awards Issued in 2018 pursuant to 2014 Omnibus Incentive Compensation Plan
December 13, 2017 Form 8-K, Exhibit 10.1, File No. 1-14756
10.32 Ameren Companies *Form of Restricted Stock Unit Award Agreement for Awards Issued in 2018 pursuant to 2014 Omnibus Incentive Compensation Plan
December 13, 2017 Form 8-K, Exhibit 10.2, File No. 1-14756
10.33 Ameren Companies *Form of Performance Share Unit Award Agreement for Awards Issued in 2019 pursuant to 2014 Omnibus Incentive Compensation Plan
2018 Form 10-K, Exhibit 10.34, File No. 1-14756
10.34 Ameren Companies *Form of Restricted Stock Unit Award Agreement for Awards Issued in 2019 pursuant to 2014 Omnibus Incentive Compensation Plan
2018 Form 10-K, Exhibit 10.35, File No. 1-14756
10.35 Ameren Companies *Form of Performance Share Unit Award Agreement for Awards Issued in 2020 pursuant to 2014 Omnibus Incentive Compensation Plan
2019 Form 10-K, Exhibit 10.41, File No. 1-14756
10.36 Ameren Companies *Form of Restricted Share Unit Award Agreement for Awards Issued in 2020 pursuant to 2014 Omnibus Incentive Compensation Plan
2019 Form 10-K, Exhibit 10.42, File No. 1-14756
10.37 Ameren Companies *Form of Performance Share Unit Award Agreement for Awards Issued in 2021 pursuant to 2014 Omnibus Incentive Compensation Plan
2020 Form 10-K, Exhibit 10.44, File No. 1-14756
10.38 Ameren Companies *Form of Restricted Share Unit Award Agreement for Awards Issued in 2021 pursuant to 2014 Omnibus Incentive Compensation Plan
2020 Form 10-K, Exhibit 10.45, File No. 1-14756
10.39 Ameren Companies *Form of Performance Share Unit Award Agreement for Awards Issued in 2022 pursuant to 2014 Omnibus Incentive Compensation Plan
2021 Form 10-K, Exhibit 10.42, File No. 1-14756
10.40 Ameren Companies *Form of Restricted Share Unit Award Agreement for Awards Issued in 2022 pursuant to 2014 Omnibus Incentive Compensation Plan
2021 Form 10-K, Exhibit 10.43, File No. 1-14756
10.41 Ameren Companies * Ameren Corporation 2022 Omnibus Incentive Compensation Plan
May 13, 2022 Form 8-K, Exhibit 10.1, File No. 1-14756
10.42 Ameren Companies * Form of Performance Share Unit Award Agreement (Relative Total Shareholder Return metric) for awards issued in 2023 pursuant to 2022 Omnibus Incentive Compensation Plan
2022 Form 10-K, Exhibit 10.45, File No. 1-14756
10.43 Ameren Companies * Form of Performance Share Unit Award Agreement (Clean Energy Transition metric) for awards issued in 2023 pursuant to 2022 Omnibus Incentive Compensation Plan
2022 Form 10-K, Exhibit 10.46, File No. 1-14756
10.44 Ameren Companies * Form of Restrictive Stock Unit Award Agreement for awards issued in 2023 pursuant to 2022 Omnibus Incentive Compensation Plan
2022 Form 10-K, Exhibit 10.47, File No. 1-14756
10.45 Ameren Companies *Form of Performance Share Unit Award Agreement (Relative Total Shareholder Return metric) for awards issued in 2024 pursuant to 2022 Omnibus Incentive Compensation Plan
10.46 Ameren Companies *Form of Performance Share Unit Award Agreement (Clean Energy Transition metric) for awards issued in 2024 pursuant to 2022 Omnibus Incentive Compensation Plan
10.47 Ameren Companies *Form of Restrictive Stock Unit Award Agreement for awards issued in 2024 pursuant to 2022 Omnibus Incentive Compensation Plan
10.48 Ameren Companies *Performance-Based Restricted Share Unit Award Agreement, dated as of November 1, 2023, between Ameren and Michael L. Moehn
10.49 Ameren Companies *Ameren Corporation Severance Plan for Ameren Officers, effective January 1, 2019
2018 Form 10-K, Exhibit 10.36, File No. 1-14756
10.50 Ameren Companies *Ameren Supplemental Retirement Plan , amended and restated effective January 1, 2008, dated June 13, 2008
June 30, 2008 Form 10-Q, Exhibit 10.1, File No. 1-14756
10.51 Ameren Companies *First Amendment to amended and restated Ameren Supplemental Retirement Plan, dated October 24, 2008
2008 Form 10-K, Exhibit 10.44, File No. 1-14756
10.52 Ameren Companies *Second Amendment to amended and restated Ameren Supplemental Retirement Plan, dated November 27, 2013
10.53 Ameren Companies *Third Amendment to amended and restated Ameren Supplemental Retirement Plan, dated January 5, 2015
10.54 Ameren Companies *Fourth Amendment to amended and restated Ameren Supplemental Retirement Plan, dated November 3, 2015
10.55 Ameren Companies *Fifth Amendment to amended and restated Ameren Supplemental Retirement Plan, dated October 13, 2023
Subsidiaries of the Registrant
21.1 Ameren Companies Subsidiaries of Ameren
Consent of Experts and Counsel
175
Table of Conten t s
Exhibit Designation Registrant(s) Nature of Exhibit Previously Filed as Exhibit to:
23.1 Ameren Consent of Independent Registered Public Accounting Firm with respect to Ameren
23.2 Ameren Missouri Consent of Independent Registered Public Accounting Firm with respect to Ameren Missouri
23.3 Ameren Illinois Consent of Independent Registered Public Accounting Firm with respect to Ameren Illinois
Power of Attorney
24.1 Ameren Powers of Attorney with respect to Ameren
24.2 Ameren Missouri Powers of Attorney with respect to Ameren Missouri
24.3 Ameren Illinois Powers of Attorney with respect to Ameren Illinois
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
Policy Relating to Recovery of Erroneously Awarded Compensation
97.1 Ameren Companies Ameren Corporation Financial Restatement Compensation Recoupment Policy, as adopted August 10, 2023
Additional Exhibits
99.1 Ameren Companies Amended and Restated Tax Allocation Agreement, dated as of December 22, 2022
2022 Form 10-K, Exhibit 99.1, File No. 1-14756
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 XBRL Taxonomy Extension Schema Document
101.CAL Ameren Companies XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB Ameren Companies XBRL Taxonomy Extension Label Linkbase Document
101.PRE Ameren Companies XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF Ameren Companies 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.
*Compensatory plan or arrangement.
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.
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Table of Conten t s
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signatures for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.
AMEREN CORPORATION (registrant)
Date: February 29, 2024 By /s/ Martin J. Lyons, Jr.
Martin J. Lyons, Jr.
Chairman, President, and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
/s/ Martin J. Lyons, Jr. Chairman, President, and Chief Executive Officer, and Director (Principal Executive Officer) February 29, 2024
Martin J. Lyons, Jr.
/s/ Michael L. Moehn Senior Executive Vice President and Chief Financial Officer
(Principal Financial Officer) February 29, 2024
Michael L. Moehn
/s/ Theresa A. Shaw Senior Vice President, Finance, and Chief Accounting Officer (Principal Accounting Officer) February 29, 2024
Theresa A. Shaw
* Director February 29, 2024
Cynthia J. Brinkley
* Director February 29, 2024
Catherine S. Brune
* Director February 29, 2024
J. Edward Coleman
* Director February 29, 2024
Ward H. Dickson
* Director February 29, 2024
Noelle K. Eder
* Director February 29, 2024
Ellen M. Fitzsimmons
* Director February 29, 2024
Rafael Flores
* Director February 29, 2024
Kimberly J. Harris
* Director February 29, 2024
Richard J. Harshman
* Director February 29, 2024
Craig S. Ivey
* Director February 29, 2024
James C. Johnson
* Director February 29, 2024
Steven H. Lipstein
* Director February 29, 2024
Leo S. Mackay, Jr.
*By /s/ Michael L. Moehn February 29, 2024
Michael L. Moehn
Attorney-in-Fact
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Table of Conten t s
UNION ELECTRIC COMPANY (registrant)
Date: February 29, 2024 By /s/ Mark C. Birk
Mark C. Birk
Chairman and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
/s/ Mark C. Birk Chairman and President, and Director
(Principal Executive Officer) February 29, 2024
Mark C. Birk
/s/ Michael L. Moehn Senior Executive Vice President and Chief Financial Officer, and Director
(Principal Financial Officer) February 29, 2024
Michael L. Moehn
/s/ Theresa A. Shaw Senior Vice President, Finance, and Chief Accounting Officer
(Principal Accounting Officer) February 29, 2024
Theresa A. Shaw
* Director February 29, 2024
Bhavani Amirthalingam
* Director February 29, 2024
Fadi M. Diya
* Director February 29, 2024
Chonda J. Nwamu
*By /s/ Michael L. Moehn February 29, 2024
Michael L. Moehn
Attorney-in-Fact
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Table of Conten t s
AMEREN ILLINOIS COMPANY (registrant)
Date: February 29, 2024 By /s/ Leonard P. Singh
Leonard P. Singh
Chairman and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
/s/ Leonard P. Singh Chairman and President, and Director
(Principal Executive Officer) February 29, 2024
Leonard P. Singh
/s/ Michael L. Moehn Senior Executive Vice President and Chief Financial Officer, and Director (Principal Financial Officer) February 29, 2024
Michael L. Moehn
/s/ Theresa A. Shaw Senior Vice President, Finance, and Chief Accounting Officer, and Director (Principal Accounting Officer) February 29, 2024
Theresa A. Shaw
* Director February 29, 2024
Chonda J. Nwamu
* Director February 29, 2024
Patrick E. Smith
*By /s/ Michael L. Moehn February 29, 2024
Michael L. Moehn
Attorney-in-Fact
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