What changed in this filing

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Item 9A. Controls and Procedures

2025-02-18 compared with 2024-02-29 · 64 added, 63 removed, 734 unchanged (15% of the section changed)

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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;

Information required by Items 401, 405, 406, 407(c)(3), (d)(4) and (d)(5), and 408(b) of SEC Regulation S-K for Ameren will be included in its definitive proxy statement for its 2025 annual meeting of shareholders filed pursuant to SEC Regulation 14A;

it is incorporated herein by reference.

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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.

Table of Conten t s

“Information About our Executive Officers,” “Information Concerning Nominees to the Board of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Corporate Governance.”

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.

Edward Coleman serves as chairman of Ameren’s Audit and Risk Committee and Noelle K.

Eder, Rafael Flores, Richard J.

Harshman, and Leo S.

These companies do not have securities listed on the

NYSE and therefore are not subject to the NYSE listing standards.

Harshman serves as chairman of Ameren’s Audit and Risk Committee and Noelle K.

Eder, Ellen M.

Fitzsimmons, Rafael Flores, and Leo S.

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.

The board of directors of Ameren has determined that Richard J.

Harshman qualifies as an audit committee financial expert and 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.

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Ameren Missouri and Ameren Illinois do not have separate equity compensation plans.

Table of Conten t s

Security Ownership of Certain Beneficial Owners and Management

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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;

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

2025 annual meeting of shareholders filed pursuant to SEC Regulation 14C;

it is incorporated herein by reference.

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“Selection of Independent Registered Public Accounting Firm.”

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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(b) Exhibit Index 171

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SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT

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Interest income from affiliates 14 10 2

Total other expense, net ( 11 ) ( 13 ) —

Total other income (expense), net 3 ( 11 ) ( 13 )

Interest charges ( 162 ) ( 119 ) ( 86 )

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( 3 ) ( 5 ) ( 14 )

Unrealized net gain on derivative hedging instruments, net of income taxes of $ — , $ — , and $ — , respectively

Comprehensive Income Attributable to Ameren Common Shareholders $ 1,170 $ 1,147 $ 1,060

Table of Conten t s

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT

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Miscellaneous accounts and notes receivable 35 31

Mark-to-market derivative assets 3 —

Total current assets 182 665

Investments in subsidiaries 16,262 14,573

Investments in subsidiary debt securities 44 —

Accumulated deferred income taxes, net 98 44

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Retained earnings 4,592 4,136

Accumulated other comprehensive income (loss) ( 6 ) ( 1 )

Accumulated other comprehensive loss ( 6 ) ( 6 )

Total shareholders’ equity 12,102 11,349

Total liabilities and shareholders’ equity $ 16,741 $ 15,431

Table of Conten t s

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT

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(In millions) 2024 2023 2022

Net cash flows provided by operating activities $ 171 $ 44 $ 79

Net cash provided by (used in) operating activities $ ( 65 ) $ 171 $ 44

Cash flows from investing activities:

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Investments in subsidiaries ( 557 ) ( 109 ) ( 30 )

Net cash flows provided by (used in) investing activities ( 634 ) 48 ( 534 )

Investments in subsidiary debt securities ( 44 ) — —

Net cash provided by (used in) investing activities ( 105 ) ( 634 ) 48

Cash flows from financing activities:

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Short-term debt, net 1,054 ( 475 ) 198

Maturities of long-term debt ( 450 ) — —

Issuances of long-term debt — 1,298 —

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Debt issuance costs ( 1 ) ( 8 ) ( 1 )

Net cash flows provided by (used in) financing activities 479 ( 96 ) 455

Net cash provided by (used in) financing activities 154 479 ( 96 )

Net change in cash, cash equivalents, and restricted cash $ ( 16 ) $ 16 $ ( 4 )

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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 revenues related to non-state-regulated money pool advances were $ 14 million, $ 10 million, and immaterial in 2024, 2023 and 2022, respectively.

Interest charges related to non-state-regulated money pool borrowings were immaterial in 2024, 2023, and 2022.

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).

Table of Conten t s

NOTE 3 – LONG-TERM OBLIGATIONS

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(In millions) 2024 2023 2022

Total Other Expense, Net

Total other (income) expense, net

Non-service cost components of net periodic benefit income $ 4 $ 8 $ 3

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Other expense, net ( 1 ) ( 1 ) ( 1 )

Total Other Expense, Net $ ( 11 ) $ ( 13 ) $ —

Table of Conten t s

Total other (income) expense, net $ 3 $ ( 11 ) $ ( 13 )

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

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(b) Uncollectible accounts charged off, less recoveries.

FORM 10-K SUMMARY

The Ameren Companies elected not to provide a summary of the Form 10-K.

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EXHIBIT INDEX

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2010 Form 10-K, Exhibit 3.4(i),

3.7(ii) Ameren By-Laws of Ameren, as amended October 8, 2021

October 12, 2021 Form 8-K, Exhibit 3.1,

3.7(ii) Ameren Bylaws of Ameren, as amended August 9, 2024

August 9, 2024 Form 8-K, Exhibit 3.1,

3.8(ii) Ameren Missouri Bylaws of Ameren Missouri, as amended February 19, 2021

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November 24, 2015 Form 8-K, Exhibits 4.3 and 4.5, File No.

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.

4.5 Ameren Ameren Indenture Company Order, dated April 3, 2020 , establishing the 3.50% Senior Notes due 2031 (including the g lobal note)

4.4 Ameren Ameren Indenture Company Order, dated April 3, 2020 , establishing the 3.50% Senior Notes due 2031 (including the global note)

April 3, 2020 Form 8-K, Exhibits 4.3 and 4.4, File No.

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2021 Form 10-K, Exhibit 4.9, File No.

4.11 Ameren Note Purchase Agreement, dated as of August 30, 2024, between Ameren Transmission Company of Illinois and the several purchasers named therein.

September 30, 2024 Form 10-Q, Exhibit 4.1, File No.

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.

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2000 Form 10-K, Exhibit 99,

Table of Conten t s

Exhibit Designation Registrant(s) Nature of Exhibit Previously Filed as Exhibit to:

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January 9, 2024 Form 8-K, Exhibit 4.2, File No.

4.41 Ameren Ameren Missouri Supplemental Indenture to the Ameren Missouri Mortgage dated March1, 2024, for 5.20% First Mortgage Bonds due 2034

April 4, 2024 Form 8-K, Exhibit 4.2, File No.

4.42 Ameren Ameren Missouri Supplemental Indenture to the Ameren Missouri Mortgage dated September 1, 2024, for 5.125% First Mortgage Bonds due 2055

October 7, 2024 Form 8-K, Exhibit 4.2, File No.

Ameren Missouri

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Exhibit 4.28, File No.

Exhibit Designation Registrant(s) Nature of Exhibit Previously Filed as Exhibit to:

Ameren Missouri

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Exhibit 4.29, File No.

Table of Conten t s

Exhibit Designation Registrant(s) Nature of Exhibit Previously Filed as Exhibit to:

Ameren Missouri

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April 6, 2015 Form 8-K, Exhibits 4.2 and 4.3, File No.

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.

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)

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June 19, 2006 Form 8-K, Exhibit 4.6, File No.

Exhibit Designation Registrant(s) Nature of Exhibit Previously Filed as Exhibit to:

Ameren Illinois

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December 23, 2002 Form 8-K, Exhibit 4.1, File No.

Table of Conten t s

Exhibit Designation Registrant(s) Nature of Exhibit Previously Filed as Exhibit to:

Ameren Illinois

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May 31, 2023 Form 8-K, Exhibit 4.2, File No.

4.92 Ameren Ameren Illinois Supplemental Indenture, dated as of June 1, 2024, to Ameren Illinois Mortgage for 5.55% First Mortgage Bonds due 2054

June 27, 2024 Form 8-K, Exhibit 4.2, File No.

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)

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December 10, 2013 Form 8-K, Exhibits 4.2 and 4.3, File No.

Exhibit Designation Registrant(s) Nature of Exhibit Previously Filed as Exhibit to:

Ameren Illinois Ameren Illinois Indenture Company Order dated June 30, 2014, establishing the 4.30% Senior Secured Notes due 2044 (including the global note)

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December 14, 2015 Form 8-K, Exhibits 4.2 and 4.3, File No.

Table of Conten t s

Exhibit Designation Registrant(s) Nature of Exhibit Previously Filed as Exhibit to:

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)

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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.

June 30, 2023 Form 10-Q, Exhibit 10.1, File No.

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

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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.

June 30, 2023 Form 10-Q, Exhibit 10.2, File No.

10.6 Ameren *Summary Sheet of Ameren Corporation Non-Management Director Compensation effective as of January 1, 2022

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2010 Form 10-K, Exhibit 10.15, File No.

10.10 Ameren *Ameren’s Deferred Compensation Plan as amended and restated effective January 1, 2023

10.10 Ameren *Ameren Deferred Compensation Plan as amended and restated effective January 1, 2023

2023 Form 10-K, Exhibit 10.10, File No.

10.11 Ameren Companies *2021 Ameren Short-Term Incentive Plan

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2018 Form 10-K, Exhibit 10.27, File No.

Exhibit Designation Registrant(s) Nature of Exhibit Previously Filed as Exhibit to:

10.24 Ameren Companies *Formula for Determining 2020 Target Performance Share Unit and Restricted Stock Unit Awards to be Issued to Named Executive Officers

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2021 Form 10-K, Exhibit 10.30, File No.

Table of Conten t s

Exhibit Designation Registrant(s) Nature of Exhibit Previously Filed as Exhibit to:

10.27 Ameren Companies *Formula for Determining 2023 Target Performance Share Unit and Restricted Stock Unit Awards to be Issued to Named Executive Officers

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10.31 Ameren Companies *Form of Performance Share Unit Award Agreement for Awards Issued in 2019 pursuant to 2014 Omnibus Incentive Compensation Plan

December 13, 2017 Form 8-K, Exhibit 10.1, File No.

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.

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.

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10.43 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

2023 Form 10-K, Exhibit 10.45, File No.

10.44 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

2023 Form 10-K, Exhibit 10.46, File No.

10.45 Ameren Companies *Form of Restrictive Stock Unit Award Agreement for awards issued in 2024 pursuant to 2022 Omnibus Incentive Compensation Plan

2023 Form 10-K, Exhibit 10.47, File No.

10.46 Ameren Companies *Performance-Based Restricted Share Unit Award Agreement, dated as of November 1, 2023, between Ameren and Michael L.

2023 Form 10-K, Exhibit 10.48, File No.

10.47 Ameren Companies *Form of Performance Share Unit Award Agreement (Relative Total Shareholder Return metric) for awards issued in 2025 pursuant to 2022 Omnibus Incentive Compensation Plan

10.48 Ameren Companies *Form of Performance Share Unit Award Agreement (Clean Energy Transition metric) for awards issued in 2025 pursuant to 2022 Omnibus Incentive Compensation Plan

10.49 Ameren Companies “Form of Restrictive Stock Unit Award Agreement for awards issued in 2025 pursuant to 2022 Omnibus Incentive Compensation Plan

10.50 Ameren Companies *Ameren Corporation Severance Plan for Ameren Officers, effective January 1, 2019

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10.53 Ameren Companies *Second Amendment to amended and restated Ameren Supplemental Retirement Plan, dated November 27, 2013

2023 Form 10-K, Exhibit 10.52, File No.

Exhibit Designation Registrant(s) Nature of Exhibit Previously Filed as Exhibit to:

10.54 Ameren Companies *Third Amendment to amended and restated Ameren Supplemental Retirement Plan, dated January 5, 2015

2023 Form 10-K, Exhibit 10.53, File No.

10.55 Ameren Companies *Fourth Amendment to amended and restated Ameren Supplemental Retirement Plan, dated November 3, 2015

2023 Form 10-K, Exhibit 10.54, File No.

10.56 Ameren Companies *Fifth Amendment to amended and restated Ameren Supplemental Retirement Plan, dated October 13, 2023

2023 Form 10-K, Exhibit 10.55, File No.

10.57 Ameren Companies Separation Agreement and General Release, effective April 5, 2024, between Bhavani Amirthalingam and Ameren Services Company

June 30, 2024 Form 10-Q, Exhibit 10.1, File No.

Insider Trading Policies and Procedures

19.1 Ameren Companies Ameren Corporation Insider Trading Policy

Subsidiaries of the Registrant

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Consent of Experts and Counsel

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

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97.1 Ameren Companies Ameren Corporation Financial Restatement Compensation Recoupment Policy, as adopted August 10, 2023

2023 Form 10-K, Exhibit 97.1, File No.

Additional Exhibits

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101.DEF Ameren Companies XBRL Taxonomy Extension Definition Document

Exhibit Designation Registrant(s) Nature of Exhibit Previously Filed as Exhibit to:

104 Ameren Companies Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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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.

Table of Conten t s

FORM 10-K SUMMARY

The Ameren Companies elected not to provide a summary of the Form 10-K.

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.

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* Director February 18, 2025

Edward Coleman

* Director February 18, 2025

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* Director February 18, 2025

* Director February 29, 2024

Rafael Flores

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* Director February 18, 2025

*By /s/ Michael L.

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Attorney-in-Fact

Table of Conten t s

UNION ELECTRIC COMPANY (registrant)

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* Director February 18, 2025

Bhavani Amirthalingam

* Director February 18, 2025

* Director February 29, 2024

*By /s/ Michael L.

1 unchanged sentence

Attorney-in-Fact

Table of Conten t s

AMEREN ILLINOIS COMPANY (registrant)

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures