ITEM 1A.RISK FACTORS
Investors should review carefully the following material risk factors and the other information contained in this report. The risks that the Ameren Companies face are not limited to those in this section. There may be further risks and uncertainties that are not presently known or that are not currently believed to be material that may adversely affect the results of operations, financial position, and liquidity of the Ameren Companies.
REGULATORY AND LEGISLATIVE RISKS
We are subject to extensive regulation of our businesses.
We are subject to federal, state, and local regulation. The extensive regulatory frameworks, some of which are more specifically identified in the following risk factors, regulate, among other matters, the electric and natural gas utility industries; the rate and cost structure of utilities, including an allowed ROE; the operation of nuclear power plants; the construction and operation of generation, transmission, and distribution facilities; the acquisition, disposal, depreciation and amortization of assets and facilities; the electric transmission system reliability; and wholesale and retail competition. In the planning and management of our operations, we must address the effects of existing and proposed laws and regulations and potential changes in our regulatory frameworks, including initiatives by federal and state legislatures, RTOs, utility regulators, and taxing authorities, and actions by local jurisdictions that may affect the constructing or siting of facilities. Significant changes in the nature of the regulation of our businesses, including expiration or discontinuation of, or significant changes to, existing regulatory mechanisms, could require changes to our business planning and management of our businesses and could adversely affect our results of operations, financial position, and liquidity. Failure to obtain adequate rates or regulatory approvals in a timely manner; failure to obtain necessary licenses or permits from regulatory authorities; the impact of new or modified laws, regulations, standards, interpretations, or other legal requirements; or increased compliance costs could adversely affect our results of operations, financial position, and liquidity.
The electric and natural gas rates that we are allowed to charge are determined through regulatory proceedings, which are subject to intervention and appeal. Rates are also subject to legislative actions, which are largely outside of our control. Certain events could prevent us from recovering our costs in a timely manner or at all, or from earning adequate returns on our investments.
The rates that we are allowed to charge for our utility services significantly influence our results of operations, financial position, and liquidity. The electric and natural gas utility industry is highly regulated. The utility rates charged to customers are determined by governmental entities, including the MoPSC, the ICC, and the FERC. Decisions by these entities are influenced by many factors, including the cost of providing service, the prudency of expenditures, the quality of service, regulatory staff knowledge and experience, customer intervention, and economic conditions, as well as social and political views. Decisions made by these governmental entities regarding customer rates are largely outside of our control. We are exposed to regulatory lag, including the impact of inflationary pressures, and cost disallowances to varying degrees by jurisdiction, which, if unmitigated, could adversely affect our results of operations, financial position, and liquidity. Rate orders are also subject to appeal, which creates additional uncertainty as to the rates that we will ultimately be allowed to charge for our services. From time to time, our regulators may approve trackers, riders, or other recovery mechanisms that allow electric or natural gas rates to be adjusted without a traditional regulatory rate review. These mechanisms could be changed or terminated.
Ameren Missouri’s electric and natural gas utility rates and Ameren Illinois’ natural gas utility rates are typically established in regulatory proceedings that take up to 11 months to complete. Ameren Missouri’s electric and natural gas utility rates established in those proceedings
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are primarily based on historical costs, revenues, and sales volumes. Ameren Illinois’ natural gas rates established in those proceedings are based on estimated future costs, revenues, and sales volumes. Effective for rates beginning in 2024 through at least 2027, Ameren Illinois’ electric distribution rates will be established through an MYRP as discussed in the following risk factor. An MYRP includes a revenue requirement reconciliation, which may not allow for full recovery of actual costs due to a reconciliation cap. Thus, the rates that we are allowed to charge for utility services may not match our actual costs at any given time.
Rates include an allowed return on investments established by the regulator, including a return at the applicable WACC on rate base, and an amount for income taxes based on the currently applicable statutory income tax rates and amortization associated with excess deferred income taxes. Although rate regulation is premised on providing an opportunity to earn a reasonable rate of return on rate base, there can be no assurance that the regulator will determine that our costs were prudently incurred or that the regulatory process will result in rates that will produce full recovery of such costs or provide for an opportunity to earn a reasonable return on those investments. Ameren Missouri and Ameren Illinois, and the utility industry generally, have an increased need for cost recovery, primarily driven by capital investments, which is likely to continue in the future. The resulting increase to the revenue requirement needed to recover such costs and earn a return on investments could result in more frequent regulatory rate reviews and requests for cost recovery mechanisms. Additionally, increasing rates could result in regulatory or legislative actions, as well as competitive or political pressures, all of which could adversely affect our results of operations, financial position, and liquidity.
Beginning in 2024 through at least 2027, electric distribution rates for Ameren Illinois are established through an MYRP, which are subject to ongoing regulatory and judicial proceedings and associated risks, and are subject to a reconciliation cap. Additionally, Ameren Illinois is subject to certain performance metrics that if not achieved would result in a reduction to the company’s allowed ROE.
The CEJA resulted in changes to the regulatory framework applicable to Ameren Illinois’ electric distribution business by giving Ameren Illinois the option to file an MYRP with the ICC or establish future rates through a traditional regulatory rate review, among other things. An MYRP establishes rates for a four-year period, and Ameren Illinois has the option to file for an MYRP every four years. Ameren Illinois elected to file an MYRP for rates effective in 2024 through 2027. Under the MYRP, Ameren Illinois will reconcile its actual revenue requirement, as adjusted for certain cost variations, to ICC-approved electric distribution service rates on an annual basis, subject to a reconciliation cap. The reconciliation cap limits the annual adjustment to 105% of the annual revenue requirement approved by the ICC. Certain variations from forecasted costs are excluded from the reconciliation cap, including those associated with major storms; new business and facility relocations; changes in the timing of certain expenditures or investments into or out of the applicable calendar year; and changes in interest rates, income taxes, taxes other than income taxes, pension and other post-retirement benefits costs, and amortization of certain assets. The reconciliation cap also excludes costs recovered outside of base rates through riders. Ameren Illinois’ existing riders remain effective and electric distribution service revenues continue to be decoupled from sales volumes under the MYRP. The actual revenue requirement for a particular year incorporates Ameren Illinois’ year-end rate base and actual capital structure for such year, provided that the resulting revenue requirement does not exceed the 105% reconciliation cap and the common equity ratio in such capital structure may not exceed that approved by the ICC in the MYRP. In addition, the ICC determines the ROE applicable to each year of the four-year period. Economic conditions could result in the annual predetermined ROE becoming inadequate over the four-year period. In December 2023, the ICC issued an order in Ameren Illinois' MYRP proceeding, approving revenue requirements for electric distribution service for 2024, 2025, 2026, and 2027 of $1,162 million, $1,210 million, $1,242 million, and $1,255 million, respectively. These revenue requirements were established under an alternative methodology which used Ameren Illinois’ previously approved 2022 year-end rate base since the order rejected the Grid Plan that was filed by Ameren Illinois as a part of the MYRP proceeding. The ICC concluded that the proposed Grid Plan did not meet certain statutory requirements and directed Ameren Illinois to file a revised Grid Plan within three months. Ameren Illinois expects to file a revised Grid Plan with the ICC in March 2024, and also expects to file a request to update the associated MYRP revenue requirements for 2024 through 2027 in the first half of 2024. The 2022 year-end rate base will remain in effect through 2027, unless subsequently changed by the ICC in the rehearing discussed below or if approval of a revised Grid Plan results in an update of each year’s revenue requirement. In January 2024, Ameren Illinois filed a request for rehearing of the ICC's December 2023 order. The filing contended that the use of the 2022 year-end rate base for each year of the MYRP, until a revised Grid Plan is approved, is unlawful and not in compliance with the CEJA. In addition, the filing requested the ICC revise the order to include an allowed ROE of at least 9.82% for each year of the MYRP and include a base level of investments to maintain grid reliability in each year of the MYRP, among other things. In January 2024, the ICC partially denied Ameren Illinois’ rehearing request by denying Ameren Illinois’ request regarding the allowed ROE, and granting Ameren Illinois’ request to consider whether it is appropriate to use the 2022 year-end rate base for each year of the MYRP and to include a base level of investments to maintain grid reliability in each year of the MYRP. Additionally, the scope of the rehearing will include a review of certain operations and maintenance expenses in each year of the MYRP. In February 2024, Ameren Illinois filed its request in the rehearing proceeding, which proposed updated revenue requirements of $1,214 million, $1,300 million, $1,371 million, and $1,420 million, for 2024, 2025, 2026, and 2027, respectively. An ICC decision in this rehearing is expected by late June 2024. Also, in January 2024, Ameren Illinois filed an appeal of the December 2023 ICC order and the partial denial of Ameren Illinois’ request for rehearing to the Illinois Appellate Court for the Fifth Judicial District. The court is under no deadline to address the appeal. Ameren Illinois cannot predict the ultimate outcome of the revised Grid Plan filing, its request to update the associated MYRP revenue requirements for 2024 through 2027, the rehearing proceeding, or the appeal to the Illinois Appellate Court for the Fifth Judicial District. Failure to limit capital expenditures and operation and maintenance expenses to amounts
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to which maintain revenue requirements under the reconciliation cap limit would adversely affect Ameren’s and Ameren Illinois’ results of operations, financial position, and liquidity.
Ameren Illinois’ electric distribution service business is also subject to performance metrics. Failure to achieve the metrics would result in a reduction in the company’s allowed ROE calculated under the MYRP. In 2022, the ICC issued an order approving total ROE incentives and penalties of 24 basis points under the MYRP, allocated among seven performance metrics. These performance metrics include improvements in service reliability in both the frequency and duration of outages, a reduction in peak loads, an increased percentage of spend with diverse suppliers, a reduction in disconnections for certain customers, and improved timeliness in response to customer requests for interconnection of distributed energy resources. These performance metrics apply annually from 2024 through 2027 under the MYRP, and the impact of any incentives and penalties will be excluded from the reconciliation cap described above. In addition, the allowed ROE on energy-efficiency investments can be increased or decreased up to 200 basis points, depending on the achievement of annual energy savings goals. Any adjustments to the allowed ROE for energy-efficiency investments will depend on annual performance for a historical period relative to energy savings goals.
Ameren Illinois’ QIP expired in December 2023, which will subject Ameren Illinois to increased regulatory lag with respect to certain natural gas infrastructure investments. In addition, reconciliation hearings to determine the accuracy and prudence of natural gas capital investments recovered under the QIP are still ongoing.
The QIP expired in December 2023. Previously, it provided Ameren Illinois with recovery of, and a return on, qualifying natural gas infrastructure investments that were placed in service between regulatory rate reviews. Infrastructure investments under the QIP earned a return at the applicable WACC. As a result of the expiration of the QIP, Ameren Illinois is subject to increased regulatory lag on its natural gas infrastructure investments that are placed in service between regulatory rate reviews, which could adversely affect Ameren’s and Ameren Illinois’ investment plans and results of operations, financial position, and liquidity. In addition, reconciliation hearings to determine the accuracy and prudence of natural gas capital investments recovered under the QIP from 2020 to 2023 are still ongoing. In October 2023, the Illinois Attorney General’s office challenged the recovery of capital investments that were made during 2020, alleging that the ICC should disallow approximately $53 million in natural gas capital investments as improper and imprudent, providing a potential over-recovery of approximately $3 million in 2020. In October 2023, the ICC staff filed testimony that supports the prudence and reasonableness of the capital investments made during 2020. Ameren Illinois’ 2020 QIP rate recovery request under review by the ICC was within the rate increase limitations allowed by law. The ICC is under no deadline to issue an order in this proceeding. Ameren Illinois cannot predict the ultimate outcome of this regulatory proceeding.
As a result of the election to use the PISA, effective in 2024, Ameren Missouri’s electric service business is subject to a limitation on increasing the annual revenue requirement due to the inclusion of incremental PISA deferrals in the revenue requirement.
Pursuant to a Missouri law that became effective in August 2022, Ameren Missouri’s PISA election was extended through December 2028 and an additional extension through December 2033 is allowed if requested by Ameren Missouri and approved by the MoPSC, among other things. This law also established a 2.5% annual limit on increases to the electric service revenue requirement used to set customer rates, compared to the revenue requirement established in the immediately preceding rate order, due to the inclusion of incremental PISA deferrals in the revenue requirement. The limitation will be effective for revenue requirements approved by the MoPSC after January 1, 2024. Increased capital expenditures could cause incremental PISA deferrals to exceed the 2.5% limitation, and such amounts exceeding the 2.5% limitation would be excluded from recovery under future revenue requirements. Failure to limit capital investments to an amount which maintains PISA deferrals under the 2.5% limitation could adversely affect Ameren’s and Ameren Missouri’s results of operations, financial position, and liquidity.
We are subject to various environmental and permitting laws. Significant capital expenditures may be required to achieve and to maintain compliance with these environmental laws. Failure to comply with these laws could result in the closing of facilities, alterations to the manner in which these facilities operate, increased operating costs, delays and increased costs of building new facilities, and exposure to fines and liabilities.
Our electric generation, transmission, and distribution and natural gas distribution and storage operations must comply with a variety of statutes and regulations relating to the protection of the environment and human health and safety, including permitting programs implemented by federal, state, and local authorities. Such environmental laws address air emissions; discharges to water bodies; the storage, handling and disposal of hazardous substances and waste materials; siting and land use requirements; and potential ecological impacts. Complex and lengthy processes are required to obtain and renew approvals, permits, and licenses for new, existing, or modified energy-related facilities. Additionally, the use and handling of various chemicals or hazardous materials require release prevention plans and emergency response procedures. Further, we are subject to risks from changing or conflicting interpretations of existing laws, modifications to existing laws, new laws, new or modified permit terms, and enforcement of environmental laws and permits by federal, state, and local authorities.
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We are also subject to liability under environmental laws that address the remediation of environmental contamination on property currently or formerly owned by us or by our predecessors, as well as property contaminated by hazardous substances that we generated. Such properties include MGP sites, substations, and third-party sites, such as landfills. Additionally, individuals and non-governmental organizations may seek to enforce environmental laws against us, allege injury from exposure to hazardous materials, allege a failure to comply with environmental laws, seek to compel remediation of environmental contamination, or seek to recover damages resulting from purported contamination.
Environmental regulations have a significant impact on the electric utility industry and compliance with these regulations could be costly for Ameren Missouri, which operates coal-fired power plants. As of December 31, 2023, Ameren Missouri’s coal-fired energy centers represented 8% and 16% of Ameren’s and Ameren Missouri’s rate base, respectively. Regulations under the Clean Air Act that apply to the electric utility industry include the NSPS, the CSAPR, the MATS, and the National Ambient Air Quality Standards, which are subject to periodic review for certain pollutants. Collectively, these regulations cover a variety of pollutants, such as SO2, particulate matter, NOx, mercury, toxic metals and acid gases, and CO2 emissions. Regulations implementing the Clean Water Act govern both intake and discharges of water, as well as evaluation of the ecological and biological impact of those operations, and could require modifications to water intake structures or more stringent limitations on wastewater discharges. Depending upon the scope of modifications ultimately required by state regulators, capital expenditures associated with these modifications could be significant. The management and disposal of coal ash is regulated under the Resource Conservation and Recovery Act and the CCR Rule, which require the closure of surface impoundments at Ameren Missouri’s coal-fired energy centers. The individual or combined effects of compliance with existing and new environmental regulations could result in significant capital expenditures, increased operating costs, or the closure or alteration of operations at some of Ameren Missouri’s energy centers.
In January 2011, the United States Department of Justice, on behalf of the EPA, filed a complaint against Ameren Missouri in the United States District Court for the Eastern District of Missouri alleging that projects performed in 2007 and 2010 at the coal-fired Rush Island Energy Center violated provisions of the Clean Air Act and Missouri law. In January 2017, the district court issued a liability ruling against Ameren Missouri and, in September 2019, entered a remedy order that required Ameren Missouri to install a flue gas desulfurization system at the Rush Island Energy Center and a dry sorbent injection system at the Labadie Energy Center. Following an appeal from Ameren Missouri, in August 2021, the United States Court of Appeals for the Eighth Circuit affirmed the liability ruling and the district court’s remedy order as it related to the installation of a flue gas desulfurization system at the Rush Island Energy Center, but reversed the order as it related to the installation of a dry sorbent injection system at the Labadie Energy Center. In September 2023, the district court granted Ameren Missouri’s request to modify the remedy order to allow the retirement of the Rush Island Energy Center in advance of its previously expected useful life in lieu of installing a flue gas desulfurization system. In its amended remedy order, the district court established an October 15, 2024 retirement date and, in the interim, authorized Ameren Missouri to operate the energy center as directed by the MISO. The United States Department of Justice is seeking an order from the district court providing for additional mitigation relief. Ameren Missouri could be required to implement mitigation relief measures, the costs of which could be material and which Ameren Missouri would not expect to recover. Ameren Missouri is challenging such mitigation claims, noting that the scope of any such potential additional mitigation relief should be limited by the August 2021 court of appeals decision and offset by emission reductions resulting from the accelerated retirement of the Rush Island Energy Center. The MISO designated the energy center as a system support resource in 2022 and concluded that certain reliability mitigation measures, including transmission upgrades, should occur before the energy center is retired. The Rush Island Energy Center began operating as a system support resource on September 1, 2022. In 2023, the MISO extended the system support resource designation through August 2024, and in September 2023, an agreement between Ameren Missouri and the MISO was approved by the FERC that results in the Rush Island Energy Center only operating during peak demand times and emergencies. The system support resource designation and the related agreement are subject to annual renewal and revision. Construction activities are underway for the transmission upgrades approved by the MISO, with the majority of the upgrades expected to be completed in the fall of 2024. Ameren Missouri expects to complete the last of the upgrades by mid-2025. Related to this matter, in November 2023, Ameren Missouri petitioned the MoPSC for a financing order to authorize the issuance of securitized utility tariff bonds to finance $519 million of costs related to the planned accelerated retirement of the Rush Island Energy Center, which includes the expected remaining unrecovered net plant balance associated with the facility. Ameren Missouri requested to collect the amounts necessary to repay the bonds over approximately 15 years from the date of bond issuance. In February 2024, the MoPSC staff filed a response to Ameren Missouri’s petition that stated Ameren Missouri’s decision to accelerate the retirement of the Rush Island Energy Center was prudent and largely supported Ameren Missouri’s securitization request. However, the MoPSC staff claimed that Ameren Missouri’s prior actions that resulted in the adverse ruling discussed above were imprudent and recommended that the impact of those actions on customers be considered in future rate reviews. If the remaining unrecovered net plant balance for the Rush Island Energy Center and an associated return are not recoverable through base rates or other regulatory mechanisms, Ameren Missouri would recognize an abandonment loss equal to the difference between the remaining net book value of the asset and the present value of the expected future cash flows. As of December 31, 2023, the Rush Island Energy Center had a net plant balance of $530 million included in plant to be abandoned, net, within “Property, Plant, and Equipment, Net”. If Ameren Missouri is not allowed to recover Rush Island Energy Center costs through securitization or if future rate reviews result in revenue reductions based on Ameren Missouri’s prior actions that resulted in the adverse ruling discussed above, it could have a material adverse effect on the results of operations, financial position, and liquidity of Ameren and Ameren Missouri.
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In June 2022, the United States Supreme Court issued its decision in West Virginia v. EPA, clarifying that there are limits on how the EPA may regulate greenhouse gases absent further direction from the United States Congress. The court concluded that the EPA’s proposed rules were designed to shift generation from fossil-fuel-fired power plants to renewable energy facilities, which was improper absent specific congressional authorization. In May 2023, the EPA issued a new proposed rule that would set CO2 emission standards for new and existing fossil-fuel-fired power plants based on the adoption of carbon capture technology, natural gas co-firing, and co-firing hydrogen fuel to reduce emissions. If the proposed rule were adopted, the affected fossil-fuel-fired power plants would be required to comply with the rule through a phased-in approach or retire. Capacity restrictions for coal-fired units could apply as early as 2030. Larger natural gas-fired power plants would be required to co-fire with hydrogen by 2032, with additional requirements by 2038. The EPA expects to issue a final rule in 2024. Legal challenges to the final rule, if adopted as proposed, are expected. Ameren and Ameren Missouri cannot predict the results of any such challenges or potential impacts of any such regulations on their results of operations, financial position, and liquidity until final regulations are adopted and the merits of such legal challenges are determined.
The CEJA established emission standards that became effective in September 2021. Ameren Missouri's natural gas-fired energy centers in Illinois are subject to annual limits on emissions, including CO2 and NOx. Further reductions to emissions limits will become effective between 2030 and 2040, resulting in the closure of the Venice Energy Center by the end of 2029. The reductions could also limit the operations of Ameren Missouri's four other natural gas-fired energy centers located in the state of Illinois, and will result in their closure by 2040. These energy centers are utilized to support peak loads. Subject to conditions in the CEJA, these energy centers may be allowed to exceed the emissions limits in order to maintain reliability of electric utility service.
Ameren and Ameren Missouri have incurred, and expect to incur, significant costs with respect to environmental compliance and site remediation. New or revised environmental regulations, enforcement initiatives, or legislation could result in a significant increase in capital expenditures and operating costs, decreased revenues, penalties or fines, reduced operations or closure of some of Ameren Missouri’s coal-and natural gas-fired energy centers, which, in turn, could lead to increased liquidity and financing needs, and higher financing costs. Actions required to ensure that Ameren Missouri’s facilities and operations are in compliance with environmental laws could be prohibitively expensive for Ameren Missouri if the costs are not fully recovered through rates. Environmental laws could require Ameren Missouri to close or to alter significantly the operations of its energy centers. If Ameren Missouri requests recovery of capital expenditures and costs for environmental compliance through rates, the MoPSC could deny recovery of all or a portion of these costs, prevent timely recovery, or make changes to the regulatory framework in an effort to minimize rate volatility and customer rate increases. Capital expenditures and costs to comply with future legislation or regulations might result in Ameren Missouri closing coal-fired energy centers earlier than planned. If these costs are not recoverable through base rates or other regulatory mechanisms, it could lead to an impairment of assets and reduced revenues. Any of the foregoing could have an adverse effect on our results of operations, financial positions, and liquidity.
We are subject to business and financial risks related to the impact of climate change legislation, regulation, and emission reduction goals.
There is increasing concern and activism among various external stakeholders, both nationally and internationally, about climate change, including public concerns about the potential environmental impacts from the combustion of fossil fuels, as well as pressure from public interest groups regarding limiting the use of natural gas. Also, state and local authorities have proposed restrictions on the use of natural gas, and the ICC has initiated a future of gas proceeding to explore issues involved with decarbonization of the natural gas distribution system in the state of Illinois. Further, federal, state, and local authorities, including the United States Congress, have considered initiatives to further restrict greenhouse gases to address global climate change. Additionally, international agreements could lead to future federal or state legislation or regulations. In 2015, the United Nations Framework Convention on Climate Change reached consensus among approximately 190 nations on an agreement, known as the Paris Agreement, that establishes a framework for greenhouse gas mitigation actions by all countries, with a goal of holding the increase in global average temperature to below 2 degrees Celsius above pre-industrial levels and an aspiration to limit the increase to 1.5 degrees Celsius. The Biden administration made a policy commitment regarding a reduction in greenhouse gas emissions for the United States, but rulemaking to achieve such reductions has not yet been implemented. Actions taken to implement the Paris Agreement could result in future additional greenhouse gas reduction requirements in the United States. In addition, the EPA has announced plans to implement new climate change programs, including potential regulation of greenhouse gas emissions from the utility industry.
As a result of our diverse fuel portfolio, our emissions of greenhouse gases vary among our energy centers, but coal-fired power plants are significant sources of CO2 emissions. Future federal and state legislation or regulations that mandate limits on the emission of, or impose taxation on, greenhouse gases could result in a significant increase in capital expenditures and operating costs, decreased revenues, penalties or fines, or reduced operations of some of Ameren Missouri’s coal- and natural gas-fired energy centers, which, in turn, could lead to increased liquidity and financing needs, and higher financing costs. Moreover, to the extent Ameren Missouri requests recovery of these costs through rates, its regulators might deny some or all of, or defer timely recovery of, these costs. Excessive costs to comply with future legislation or regulations related to climate change might force Ameren Missouri to close some coal-fired energy centers earlier than planned, which could lead to possible loss on abandonment and reduced revenues. As a result, mandatory limits could have a material adverse impact on Ameren’s and Ameren Missouri’s results of operations, financial position, and liquidity.
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Ameren is targeting net-zero carbon emissions by 2045, as well as a 60% reduction by 2030 and an 85% reduction by 2040 based on 2005 levels. Ameren’s goals include both direct emissions from operations (scope 1), as well as electricity usage at Ameren buildings (scope 2), including other greenhouse gas emissions of methane, nitrous oxide, and sulfur hexafluoride. Achievement of these goals is dependent on many factors, including the pace and extent of development and deployment of low- to zero-carbon energy technologies and carbon capture technologies, and the cost of those technologies; natural gas prices; new transmission infrastructure; the ability to maintain system reliability during the transition to clean energy generation; and constructive energy and economic policies, including those that address investment in energy infrastructure, global climate change, incentives for clean energy technologies, and environmental regulations. Additional factors associated with operational risks for the construction and acquisition of electric and natural gas infrastructure may also affect the achievement of these goals, as further discussed below. The strategy to achieve these goals also relies on continuing to pursue a diverse portfolio including low-carbon and carbon-free resources and energy-efficiency resources; continuing to participate in efforts to help advance the development of technologies such as carbon capture, utilization, and sequestration; the use of hydrogen fuel for electric production and energy storage, next generation nuclear, and large-scale long-cycle battery energy storage; and constructively engaging with legislators, regulators, investors, customers, and other stakeholders to support outcomes leading to a net-zero future.
We are subject to regulatory compliance and proceedings, which could result in increasing costs, regulatory penalties, and/or other sanctions.
We are subject to FERC regulations, rules, and orders, including standards required by the NERC. As owners and operators of bulk power transmission systems and electric energy centers, we are subject to mandatory NERC reliability standards, including cybersecurity standards. In addition, our natural gas transmission, distribution, and storage facilities systems are subject to PHMSA rules and regulations. Compliance with these reliability standards, rules, and regulations may subject us to higher operating costs and may result in increased capital expenditures. We may also incur higher operating costs to comply with potential new regulations issued by these regulatory bodies. If we were found not to be in compliance with these mandatory NERC reliability standards, PHMSA rules and regulations, or FERC regulations, rules, and orders, we could incur substantial monetary penalties and other sanctions, which could adversely affect our results of operations, financial position, and liquidity. The FERC can impose civil penalties of approximately $1.5 million per violation per day for violation of its regulations, rules, and orders, including mandatory NERC reliability standards. The FERC also conducts audits and reviews of Ameren Missouri’s, Ameren Illinois’, and ATXI’s accounting records to assess the accuracy of their respective formula ratemaking process, and it can require refunds to be issued to customers for previously billed amounts, with interest.
Additionally, pursuant to the CEJA, Illinois utilities are subject to requirements and provisions related to ethical conduct, including submitting an annual ethics and compliance report to the ICC. The law authorizes the ICC to initiate an investigation into how customer funds were used if a violation of the law is determined to have occurred at an Illinois utility, potentially requiring the utility to issue refunds and imposing a penalty of up to $0.5 million per violation.
OPERATIONAL RISKS
The construction and acquisition of, and capital improvements to, electric and natural gas utility infrastructure, along with Ameren Missouri’s ability to implement its Smart Energy Plan, which is aligned with its 2023 IRP, involve substantial risks.
We expect to make significant capital expenditures to maintain and improve our electric and natural gas utility infrastructure and to comply with existing environmental regulations. We estimate that we will invest up to $22.8 billion (Ameren Missouri – up to $13.5 billion; Ameren Illinois – up to $7.6 billion; ATXI – up to $1.7 billion) of capital expenditures from 2024 through 2028. For additional information on these estimates, see Liquidity and Capital Resources – Capital Expenditures in Management’s Discussion and Analysis of Financial Condition and Results of Operations under Part II, Item 7, of this report. Investments in Ameren’s rate-regulated operations are expected to be recoverable from customers, but they are subject to prudence reviews and are exposed to regulatory lag of varying degrees by jurisdiction.
Our ability to complete construction projects successfully within projected estimates, including schedule, performance, and/or cost, and to implement Ameren Missouri’s Smart Energy Plan, which may include acquisition of generation facilities after they are constructed, is contingent upon many factors and subject to substantial risks. These factors include, but are not limited to, the following: project management expertise; the ability of suppliers, contractors, and developers to meet contractual commitments and timely complete projects, which is dependent upon the availability of necessary labor, materials, and equipment; escalating costs, including but not limited to changes to tariffs on materials or government actions; changes in the scope and timing of projects; the ability to obtain required regulatory, project, and permit approvals; the ability to obtain necessary rights-of-way, easements, and transmission connection agreements at an acceptable cost in a timely fashion; unsatisfactory performance by the projects when completed; the inability to earn an adequate return on invested capital; the ability to raise capital on reasonable terms; geopolitical conflict and other events beyond our control, including construction delays due to weather. With respect to the transition of Ameren Missouri’s generation fleet and carbon emission reduction targets outlined in the 2023 IRP, factors also include Ameren Missouri’s ability to obtain CCNs from the MoPSC, and any other required approvals for the addition of renewable resources or natural gas-fired generation, retirement of energy centers, and new or continued customer energy-efficiency
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programs; the ability to enter into agreements for renewable or natural gas-fired generation and acquire or construct that generation at a reasonable cost; the ability to obtain NRC approval for an extension of the operating license for the Callaway Energy Center beyond its current 2044 expiration date; the ability to qualify for, and use or transfer, federal production or investment tax credits; the cost of wind, solar, and other renewable generation and battery storage technologies; the cost of natural gas or hydrogen CT technologies; the ability to maintain system reliability during and after the transition to clean energy generation; new and/or changes in environmental regulations, including those related to CO2 and other greenhouse gas emissions; energy prices and demand.
Any of these risks could result in higher costs, the inability to complete anticipated projects, or facility closures, and could adversely affect our results of operations, financial position, and liquidity.
Our electric generation, transmission, and distribution facilities are subject to operational risks.
Our financial performance depends on the successful operation of electric generation, transmission, and distribution facilities. Operation of electric generation, transmission, and distribution facilities involves many risks, including:
•facility shutdowns due to operator error, or a failure of equipment or processes;
•longer-than-anticipated maintenance outages;
•failures of equipment that can result in unanticipated liabilities or unplanned outages;
•aging infrastructure that may require significant expenditures to operate and maintain;
•lack of adequate water required for cooling plant operations and to operate hydroelectric energy centers;
•labor disputes;
•disruptions in the delivery of electricity to our customers;
•inability to maintain reliability of our electric utility services as coal-fired energy centers are retired and renewable energy generation is placed in service;
•disruptions to the global supply chain as a result of shortages for labor, materials, or equipment, international trade relations, geopolitical conflict, delivery delays, economic pressures, including increased interest rates and inflation, among other things;
•suppliers and contractors who do not perform as required under their contracts, including those obligations that are affected by supply chain disruptions;
•failure of other operators’ facilities and the effect of that failure on our electric system and customers;
•inability to comply with regulatory requirements or obtain permits, including those relating to environmental laws;
•handling, storage, and disposition of CCR;
•unusual or adverse weather conditions or other natural disasters, including those that may result from climate change, such as severe storms, droughts, floods, tornadoes, earthquakes, icing, sustained high or low temperatures, solar flares, and electromagnetic pulses;
•the level of wind and solar resources;
•inability to operate wind generation facilities at full capacity resulting from requirements to protect natural resources, including wildlife;
•the occurrence of catastrophic events such as fires, explosions, acts of sabotage, which have increased in frequency and severity within the utility industry, acts of terrorism, civil unrest, pandemic health events, or other similar events;
•accidents that might result in injury or loss of life, extensive property damage, or environmental damage;
•ineffective vegetation management programs;
•cybersecurity risks, including loss of operational control of Ameren Missouri’s energy centers and our transmission and distribution systems and loss of data, including sensitive customer, employee, financial, and operating system information, through insider or outsider actions;
•limitations on amounts of insurance available to cover losses that might arise in connection with operating our electric generation, transmission, and distribution facilities;
•inability to implement or maintain information systems;
•failure to keep pace with and the ability to adapt to rapid technological change; and
•other unanticipated operations and maintenance expenses and liabilities.
The foregoing risks could affect the controls and operations of our facilities or impede our ability to meet regulatory requirements, which could increase operating costs, increase our capital requirements and costs, reduce our revenues, or have an adverse effect on our liquidity.
Ameren Missouri’s ability to obtain an adequate supply of coal could limit operation of its coal-fired energy centers.
Ameren Missouri owns and operates coal-fired energy centers. About 97% of Ameren Missouri’s coal is purchased from the Powder River Basin in Wyoming, which has a limited number of suppliers. Deliveries from the Powder River Basin have occasionally been restricted because of rail congestion, staffing and equipment issues, infrastructure maintenance, derailments, weather, and supplier financial hardship. As of December 31, 2023, coal inventory at the Labadie Energy Center was below targeted levels and coal inventory at the Sioux Energy Center was at targeted levels. Additional delays or disruptions in the delivery of coal, failure of our coal suppliers to provide adequate quantities or quality of coal, or lack of adequate inventories of coal, including low-sulfur coal used to comply with environmental regulations,
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could have adverse effects on Ameren Missouri’s electric generation operations. If Ameren Missouri is unable to obtain an adequate supply of coal under existing agreements, it may be required to purchase coal at higher prices or be forced to reduce generation at its coal-fired energy centers, which could adversely affect Ameren’s and Ameren Missouri’s results of operations, financial position, and liquidity.
Ameren Missouri’s ownership and operation of a nuclear energy center creates business, financial, and waste disposal risks.
Ameren Missouri’s ownership of the Callaway Energy Center subjects it to risks associated with nuclear generation, including:
•potential harmful effects on the environment and human health resulting from radiological releases associated with the operation of nuclear facilities and the storage, handling, and disposal of radioactive materials;
•continued uncertainty regarding the federal government’s plan to permanently store spent nuclear fuel and, as a result, the need to provide for long-term storage of spent nuclear fuel at the Callaway Energy Center;
•limitations on the amounts and types of insurance available to cover losses that might arise in connection with the Callaway Energy Center or other United States nuclear facilities;
•uncertainties about contingencies and retrospective premium assessments relating to claims at the Callaway Energy Center or other United States nuclear facilities;
•public and governmental concerns about the safety and adequacy of security at nuclear facilities;
•limited availability of fuel supply and our reliance on licensed fuel assemblies from primarily one NRC-licensed supplier of Callaway Energy Center’s assemblies;
•costly and extended outages for scheduled or unscheduled maintenance and refueling;
•uncertainties about the technological and financial aspects of decommissioning nuclear facilities at the end of their licensed lives;
•the ability to continue to attract and maintain qualified labor to operate the Callaway Energy Center;
•the adverse effect of poor market performance and other economic factors on the asset values of nuclear decommissioning trust funds and the corresponding increase, upon MoPSC approval, in customer rates to fund the estimated decommissioning costs; and
•potential adverse effects of a natural disaster, acts of sabotage or terrorism, including a cyber attack, or any accident leading to a radiological release.
The NRC has broad authority under federal law to impose licensing and safety requirements for nuclear facilities. In the event of noncompliance, the NRC has the authority to impose fines or to shut down a unit, or both, depending upon its assessment of the severity of the situation, until compliance is achieved. Revised safety requirements promulgated from time to time by the NRC could necessitate substantial capital expenditures at the Callaway Energy Center. In addition, if a serious nuclear incident were to occur, it could adversely affect Ameren’s and Ameren Missouri’s results of operations, financial condition, and liquidity. A major incident at a nuclear facility anywhere in the world could cause the NRC to limit or prohibit the operation of any domestic nuclear unit and could also cause the NRC to impose additional conditions or requirements on the industry, which could increase costs and result in additional capital expenditures. While the Callaway Energy Center is in compliance with the current NRC standards relating to seismic design and risk, these standards also require Ameren Missouri to address periodic changes to seismic hazard data and evaluation methods for the impact of an earthquake on its Callaway Energy Center due to its proximity to a fault line, which could require seismic risk evaluation updates and installation of additional capital equipment.
Our natural gas distribution service businesses involve numerous risks that may result in accidents and increased operating costs.
Inherent in our natural gas distribution businesses, which includes transmission, distribution, and storage facilities, are a variety of hazards and operating risks, such as leaks, explosions, mechanical problems and cybersecurity risks, which could cause substantial financial losses, including fines and penalties. In addition, these hazards could result in serious injury, loss of human life, significant damage to property, environmental impacts, and impairment of our operations, which in turn could lead us to incur substantial losses. The location of transmission and distribution mains and storage facilities near populated areas, including residential areas, business centers, industrial sites, and other public gathering places, could increase the level of damages resulting from these risks. A major domestic incident involving natural gas facilities could result in additional capital expenditures and/or increased operations and maintenance expenses for us and increased regulation of natural gas utilities. The occurrence of any of these events could adversely affect our results of operations, financial position, and liquidity.
Significant portions of our electric generation, transmission, and distribution facilities and natural gas transmission and distribution facilities are aging. This aging infrastructure may require significant additional maintenance or replacement. Ameren Missouri could be adversely affected if it is unable to recover the remaining investment, if any, 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.
Our aging infrastructure may pose risks to system reliability and expose us to expedited or unplanned significant capital expenditures and operating costs. All of Ameren Missouri’s coal-fired energy centers were constructed prior to 1978, and the Callaway Energy Center
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began operating in 1984. The age of these energy centers increases the risks of unplanned outages, reduced generation output, and higher maintenance expense. Also, as discussed above, Ameren Missouri expects to retire the Rush Island Energy Center by October 15, 2024. Further, Ameren Missouri would be adversely affected if the MoPSC does not allow recovery of 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. Aging transmission and distribution facilities are more prone to failure than new facilities, which results in higher maintenance expense and the need to replace these facilities with new infrastructure. Even when the system is properly maintained, its reliability may ultimately deteriorate and negatively affect our ability to serve our customers, which could result in increased costs associated with regulatory oversight. The frequency and duration of customer outages are among the CEJA performance standards. Any failure to achieve these standards will result in a reduction in Ameren Illinois’ allowed ROE on electric distribution assets. The higher maintenance costs associated with aging infrastructure and capital expenditures for new or replacement infrastructure, compounded by high interest rates and inflationary pressures, could cause additional rate volatility for our customers, resistance by our regulators to allow customer rate increases, and/or regulatory lag in some of our jurisdictions, any of which could adversely affect our results of operations, financial position, and liquidity.
Energy conservation, energy efficiency, distributed generation, energy storage, technological advances, and other factors could reduce energy demand from our customers.
Without a regulatory mechanism to ensure recovery, declines in energy usage could result in an under-recovery of our revenue requirement or an increase in our customer rates, as the revenue requirement would be spread over less sales volumes, which could adversely affect our results of operations, financial position, and liquidity. Such declines could occur due to a number of factors, including:
•customer energy-efficiency programs that are designed to reduce energy demand;
•energy-efficiency efforts by customers not related to our energy-efficiency programs;
•increased customer use of distributed generation sources, such as solar panels and other technologies, which have become more cost-competitive, with decreasing costs expected in the future, as well as the use of energy storage technologies; and
•macroeconomic factors resulting in low economic growth or contraction within our service territories, which could reduce energy demand.
Decreased use of our generation, transmission, and distribution services might result in stranded costs, which ultimately might not be recovered through rates, and therefore could lead to an impairment or abandonment of assets.
FINANCIAL, ECONOMIC, AND MARKET RISKS
Ameren’s holding company structure could limit its ability to pay common stock dividends and to service its debt obligations.
Ameren is a holding company; therefore, its primary assets are its investments in the common stock of its subsidiaries, including Ameren Missouri, Ameren Illinois, and ATXI. As a result, Ameren’s ability to pay dividends on its common stock depends on the earnings of its subsidiaries and the ability of its subsidiaries to pay dividends or otherwise transfer funds to Ameren. Similarly, Ameren’s ability to service its debt obligations is dependent upon the earnings of its operating subsidiaries and the distribution of those earnings and other payments, including payments of principal and interest under affiliate indebtedness. The payment of dividends to Ameren by its subsidiaries in turn depends on their results of operations, and other items affecting retained earnings, and available cash. Ameren’s subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any dividends or make any other distributions (except for payments required pursuant to the terms of affiliate borrowing arrangements and cash payments under the tax allocation agreement) to Ameren. Under the IRA, a 15% minimum tax on adjusted financial statement income, as defined in the law, is assessed against corporations whose average annual adjusted financial statement income exceeds $1 billion for three consecutive preceding tax years effective for tax years beginning after December 31, 2022. Once a corporation exceeds this three-year average annual adjusted financial statement income threshold, it will be subject to the minimum tax for all future tax years. As Ameren files a consolidated income tax return, it is reliant on its subsidiaries to pay the minimum tax once the threshold is exceeded. The payments related to the minimum tax by Ameren Missouri, Ameren Illinois, and ATXI are expected to be recovered, subject to approval by their respective regulators. Certain financing agreements, corporate organizational documents, and certain statutory and regulatory requirements may impose restrictions on the ability of Ameren Missouri, Ameren Illinois, and ATXI to transfer funds to Ameren in the form of cash dividends, loans, or advances.
Significant increases in prices of labor, services, materials and supplies and other costs, including costs associated with our defined benefit retirement and postretirement plans, health care plans, and other employee benefits, could adversely affect our results of operations, financial position, or liquidity.
A part of our core strategy focuses on disciplined cost management, including prudently monitoring all of our expenses. However, we have observed inflationary pressures related to prices of labor, services, materials and supplies, and other costs. We are uncertain whether these inflationary pressures will continue and at what rate. These inflationary pressures, as well as high interest rates, could impact our ability to control costs, to make substantial investments in our businesses, to recover costs and investments, to earn our allowed ROEs within
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frameworks established by our regulators, and/or to maintain affordability of our services for our customers. In addition, these inflationary pressures and high interest rates could adversely affect our customers’ usage of, or payment for, our services. Additionally, volatility in the commodities market could increase collateral postings and prepayments. Also, market volatility could significantly affect the investment performance of Ameren’s COLI. Significant increases in our costs could increase our financing needs and otherwise adversely affect our results of operations, financial position, and liquidity. For additional information on purchased power costs, see Outlook under Part II, Item 7, of this report.
Related to benefits, Ameren has defined benefit pension plans covering substantially all of its employees and has postretirement benefit plans covering non-union employees hired before October 2015 and union employees hired before January 2020. Assumptions related to future costs, returns on investments, interest rates, timing of employee retirements, and mortality, as well as other actuarial matters, have a significant impact on our customers’ rates and our plan funding requirements. Ameren’s total pension and postretirement benefit plans were overfunded by $551 million as of December 31, 2023. Ameren expects to fund its pension plans at a level equal to the greater of the pension cost or the legally required minimum contribution. Based on its assumptions at December 31, 2023, its investment performance in 2023, and its pension funding policy, Ameren does not expect to make material contributions in 2024 and 2025, and expects to make aggregate contributions of $120 million in 2026 through 2028. Ameren Missouri and Ameren Illinois estimate that their portion of the future funding requirements will be 40% and 50%, respectively. These estimated contributions may change based on actual investment performance, changes in interest rates, changes in our assumptions, changes in government regulations, and any voluntary contributions. In addition to the costs of our pension plans, the costs of providing health care benefits to our employees and retirees have increased in recent years. We believe that our employee benefit costs, including costs of health care plans for our employees and former employees, will continue to rise. Future legislative changes related to health care could also significantly change our benefit programs and costs.
GENERAL RISKS
Customers’, investors’, legislators’, regulators’, and creditors’ opinions of us are affected by many factors, including system reliability, implementation of our strategic plan, protection of customer information, rates, media coverage, and ESG practices, as well as actions by other utility companies. Negative opinions developed by customers, investors, legislators, regulators, and creditors could harm our reputation.
Our results are influenced by the expectations of our customers, investors, legislators, regulators, and creditors. Those expectations are based, in part, on the reliability and affordability of our utility services. Service interruptions and facility shutdowns can occur due to failures of equipment as a result of severe or destructive weather or other causes. The ability of Ameren Missouri and Ameren Illinois to respond promptly to such failures can affect customer satisfaction. In addition to system reliability issues, the success of modernization efforts, our ability to safeguard sensitive customer information and protect our systems from physical or cyber attacks, and other actions can affect customer satisfaction. The level of rates, the timing and magnitude of rate increases, and the volatility of rates can also affect regulator and customer satisfaction.
Our ability to successfully execute our strategic plan, including the transition of Ameren Missouri’s generation fleet and achievement of the carbon emission reduction targets outlined in the 2023 IRP, may affect customers’, investors’, legislators’, regulators’, and creditors’ opinions and actions. Additionally, negative perceptions or publicity resulting from increasing scrutiny of ESG practices could negatively impact our reputation, investment in our common stock, or our access to capital and credit markets. Customers’, investors’, legislators’, regulators’, and creditors’ opinions of us can also be affected by media coverage, including social media, which may include information, whether factual or not, that damages our brand and reputation.
If customers, investors, legislators, regulators, or creditors have or develop a negative opinion of us and our utility services, this could result in increased costs associated with regulatory oversight and could affect the ROEs we are allowed to earn, as well as the access to, and the cost of, capital. Additionally, negative opinions about us or other utility companies could make it more difficult for our businesses to achieve favorable legislative or regulatory outcomes. Negative opinions could also result in sales volume reductions or increased use of distributed generation by our customers. Any of these consequences could adversely affect our results of operations, financial position, and liquidity.
We are subject to employee workforce factors that could adversely affect our operations.
Our businesses depend upon our ability to employ and retain key officers and other skilled professional and technical employees. Certain specialized knowledge that focuses on skilled-craft and STEM-related disciplines is required to construct and operate generation, transmission, and distribution assets. Further, a significant portion of our work force is nearing retirement. As of December 31, 2023, approximately 23% of Ameren’s, Ameren Missouri’s, and Ameren Illinois’ total employees were 55 years old or older. We are also party to collective bargaining agreements that collectively represent about 46%, 58%, and 54% of Ameren’s, Ameren Missouri’s and Ameren Illinois’ total employees, respectively. The Ameren Missouri collective bargaining unit contracts expire in 2025 and 2026, and cover 4% and 96% of represented employees, respectively. The Ameren Illinois collective bargaining unit contracts expire in 2026 and 2027, and cover 92% and 8% of represented employees, respectively. Remote working arrangements could increase our data security risks, including loss of data
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related to sensitive customer, employee, financial, and operating system information, through insider or outsider actions. Certain events, such as significant delays in finding appropriate replacement talent, inadequately trained replacement employees, a mismatch of skill sets to future needs, any work stoppage experienced in connection with negotiations of collective bargaining agreements, or challenges with remote working arrangements, could adversely affect our operations.
Our operations are subject to acts of sabotage, terrorism, cyber attacks, and other intentionally disruptive acts.
Like other electric and natural gas utilities, our energy centers, fuel storage facilities, transmission and distribution facilities, and enterprise information systems may be affected by malicious acts, terrorist activities and other intentionally disruptive acts, including physical and cyber attacks, which could disrupt our ability to produce or distribute our energy products. In the industry, there continues to be attacks on energy infrastructure, such as substations and related assets. The threat landscape continues to expand, which may result in more attacks in the future. Any such incident could limit our ability to generate, purchase, or transmit power or natural gas and could have significant regional economic consequences. Any such disruption could result in a significant decrease in revenues, a significant increase in costs including those for repair, or adversely affect economic activity in our service territory which, in turn, could adversely affect our results of operations, financial position, and liquidity.
There has been an increase in the number and sophistication of physical and cyber attacks across all industries worldwide. Physical attacks could include sabotaging, vandalizing, or burglarizing transmission and distribution facilities, which are unmanned, widely dispersed, and often in isolated areas, or the theft of physical data and information. Cyber attacks could include viruses, malicious or destructive code, phishing attacks, denial of service attacks, supply chain attacks, ransomware and other extortion-based attacks, improper access by third parties, attacks on email systems, and attacks leading to data loss, operational control, or exploitation of vulnerabilities specific to internally developed systems or to those provided and/or maintained by our suppliers, including those attacks arising from or generated by artificial intelligence, among various other security breaches. A security breach of our physical assets or in our information systems could affect the reliability of the transmission and distribution system, disrupt electric generation, including nuclear generation, and/or subject us to financial harm resulting from theft or the inappropriate release or destruction of certain types of information, including sensitive customer, employee, financial, and operating system information. Many of our suppliers, vendors, contractors, and information technology providers have access to systems that support our operations and maintain customer and employee data. A breach of these third-party systems could adversely affect our business as if it was a breach of our own system. If a significant breach occurred, our reputation could be adversely affected, customer confidence could be diminished, availability of our services could be impacted, and/or we could be subject to increased costs associated with regulatory oversight, fines or legal claims, any of which could result in a significant decrease in revenues or significant costs for remedying the impacts of such a breach. Our generation, transmission, and distribution systems are part of an interconnected grid. Therefore, a disruption caused by a physical or cyber incident at another utility, electric generator, RTO, or commodity supplier could also adversely affect our businesses. Insurance might not be adequate to cover losses that arise in connection with these events. In addition, new regulations could require changes in our security measures and result in increased costs. The occurrence of any of these events could adversely affect our results of operations, financial position, and liquidity.
Our businesses are dependent on our ability to access the capital and credit markets successfully. We might not have access to sufficient capital in the amounts and at the times needed, as well as on reasonable terms.
We rely on the issuance of short-term and long-term debt and equity as significant sources of liquidity and funding for capital requirements not satisfied by our operating cash flow, as well as to refinance existing long-term debt. The inability to raise debt or equity capital on reasonable terms, or at all, could negatively affect our ability to maintain or to expand our businesses. General economic factors beyond our control might create uncertainty that could increase our cost of capital or impair or eliminate our ability to access the debt, equity, or credit markets, including our ability to draw on bank credit facilities. These factors include depressed economic conditions, a recession, increasing interest rates, inflation, sanctions, trade restrictions, political instability, war, terrorism, and extreme volatility in the debt, equity, or credit markets. Any adverse change in our credit ratings could reduce access to capital and trigger collateral postings and prepayments. Such changes could also increase the cost of borrowing and the costs of fuel, power, and natural gas supply, among other things, which could adversely affect our results of operations, financial position, and liquidity.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C.CYBERSECURITY
The Ameren Companies have identified cybersecurity as an enterprise risk, which is managed through Ameren's integrated enterprise risk management program. The program is designed to continuously assess risk and evaluate the likelihood and probability of impact in order to determine the appropriate risk tolerance and risk management strategies that inform our cybersecurity policies, investments, practices, controls, and countermeasures. The program is a comprehensive, consistently applied management framework that is designed to ensure all forms of material risk and opportunity are identified, reported and managed in an effective manner overseen by the risk management steering
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committee. The risk management steering committee, which is composed of senior-level Ameren officers, with Ameren board of directors’ oversight, oversees Ameren's enterprise risk management processes, which include the identification, assessment, mitigation, and monitoring of risks including strategic, operational, and cybersecurity risks.
Ameren's board of directors maintains a standing committee, the Cybersecurity and Digital Technology Committee, that is dedicated to the oversight of Ameren's cybersecurity and digital technology risks. The committee has primary responsibility for oversight of cybersecurity and digital technology risk management, including the programs, policies, practices, controls and safeguards for digital technology, information security, prevention and detection of cybersecurity incidents and information or data breaches, and cybersecurity and digital technology matters as they relate to crisis preparedness, incident response plans, and disaster recovery and business continuity capabilities. The committee receives regular updates from the Chief Customer and Technology Officer, the Chief Information Officer, the Chief Information Security Officer, and other members of senior management regarding Ameren’s cybersecurity program and key initiatives. The Cybersecurity and Digital Technology Committee regularly reports on its activities to Ameren’s board of directors, including reviewing and advising Ameren’s board of directors of any developments it believes should be considered.
Ameren's cybersecurity program and team are led by the Chief Information Security Officer, who possesses 25 years of critical infrastructure experience both managing and protecting information systems in concert with extensive cybersecurity operations and leadership roles. The Chief Information Security Officer regularly engages with senior-level Ameren officers, reports to the risk management steering committee, and has recurring meetings with the Cybersecurity and Digital Technology Committee as part of ongoing risk management and oversight of the cybersecurity program. Ameren’s board of directors is also regularly updated on its cybersecurity program. In addition, the board of directors participate in periodic cybersecurity drills to prepare for potential crisis scenarios.
To manage against existing conduct and new cybersecurity threats, we maintain enterprise-wide cybersecurity, crisis management, and information security policies and regular training and tests that reinforce the acceptable use of Ameren's information assets, protection of customer and employee data, and the role each employee plays in protecting Ameren against cybersecurity threats. Incident response plans and procedures are tested through recurring companywide cybersecurity exercises to promote readiness across the organization. The procedures are also designed to escalate incidents to appropriate members of management to guide the detection, response, and recovery from a material cybersecurity incident. To address cybersecurity threats, cybersecurity intelligence, as well as responding to cyber-related incidents, we work closely with law enforcement, cybersecurity consulting firms, and industry associations to enhance information sharing and guard against cybersecurity attacks.
We measure our cybersecurity effectiveness through formal cybersecurity scorecards and metrics reported to senior-level Ameren officers, the risk management steering committee, and the Cybersecurity and Digital Technology Committee. These metrics include but are not limited to measures around the effectiveness of our cybersecurity controls, our ability to manage cybersecurity events and incidents, cybersecurity incident response exercises, and results of our recurring internal assessments, external assessments, and audits that Ameren regularly undergoes. Ameren regularly engages external cybersecurity experts to assist with evaluating our cybersecurity program. These engagements provide insights into control performance, prioritized recommendations for enhancements to our cybersecurity strategy, and an overview of the cybersecurity threat landscape that collectively inform our investments and technical controls to protect Ameren's most critical assets. The results of these engagements are reviewed with senior-level Ameren officers and the Cybersecurity and Digital Technology Committee.
Ameren also deploys a third-party cybersecurity risk management program, which extends the governance elements described above to our third-party providers and suppliers. The supply chain and third-party risks introduced to Ameren are evaluated prior to the commencement of any new engagement or relationship, monitored closely throughout the lifecycle of the supplier and managed through privacy and cybersecurity provisions within the respective commercial contracts. Procedures have been established to address supplier incidents as well as supplier off-boarding at the expiration of the relationship.
We are not aware of any cybersecurity events that have materially affected or are reasonably likely to materially affect Ameren, including our business strategy, results of operations, financial position, or liquidity.
ITEM 2.PROPERTIES
For information on our principal properties, see the energy center and in-service utility-related properties tables below. See also Liquidity and Capital Resources and Regulatory Matters in Management’s Discussion and Analysis of Financial Condition and Results of Operations under Part II, Item 7, of this report for a discussion of planned additions. See also Note 5 – Long-term Debt and Equity Financings and Note 14 – Commitments and Contingencies under Part II, Item 8, of this report.
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The following table shows the anticipated capability of our energy centers at the time of the expected 2024 peak summer electrical demand for all energy centers owned as of December 31, 2023:
Primary Fuel Source Energy Center Location Net Kilowatt Capability(a)
Ameren Missouri:
Coal Labadie(b) Franklin County, Missouri 2,372,000
Rush Island(c) Jefferson County, Missouri 1,178,000
Sioux(d) St. Charles County, Missouri 972,000
Nuclear Callaway(e) Callaway County, Missouri 1,194,000
Hydroelectric Osage(e) Lakeside, Missouri 235,000
Pumped-storage Taum Sauk(e) Reynolds County, Missouri 440,000
Wind High Prairie Renewable Adair and Schuyler Counties, Missouri 400,000
Atchison Renewable Atchison County, Missouri 298,800
Natural gas (CTs) Audrain Audrain County, Missouri 608,000
Venice(f) Venice, Illinois 487,000
Goose Creek(f) Piatt County, Illinois 438,000
Pinckneyville(f) Pinckneyville, Illinois 316,000
Raccoon Creek(f) Clay County, Illinois 304,000
Kinmundy(f) Kinmundy, Illinois 210,000
Peno Creek Bowling Green, Missouri 172,000
Oil (CTs) Fairgrounds(g) Jefferson City, Missouri 55,000
Mexico(g) Mexico, Missouri 54,000
Moberly(g) Moberly, Missouri 54,000
Moreau(g) Jefferson City, Missouri 54,000
Methane gas (CT) Maryland Heights Maryland Heights, Missouri 9,000
Solar Montgomery County Montgomery County, Missouri 5,700
O’Fallon O’Fallon, Missouri 4,500
BJC St. Louis, Missouri 1,600
Cape Girardeau Cape Girardeau, Missouri 1,200
Lambert St. Louis County, Missouri 900
Other Solar(h) Various 1,400
Ameren Illinois:
Solar East St. Louis East St. Louis, Illinois 2,500
(a)Net kilowatt capability, except for wind and solar generating facilities, is the generating capacity available for dispatch from the energy center into the electric transmission grid. Capability for wind and solar generating facilities represents nameplate capacity. This capacity is only attainable when wind/solar conditions are sufficiently available. The on-demand capability for wind and solar units is zero.
(b)The Labadie Energy Center is scheduled to retire 1,186,000 kilowatts by 2036 and 1,186,000 kilowatts by 2042.
(c)The Rush Island Energy Center is scheduled to retire by October 15, 2024 per the remedy order of the United States District Court for the Eastern District of Missouri. For additional information, see NSR and Clean Air Act Litigation in Note 14 – Commitments and Contingencies under Part II, Item 8, of this report.
(d)As noted in the 2023 IRP, Ameren Missouri plans to extend the retirement date of the Sioux Energy Center from 2030 to 2032, which is subject to the approval of a change in depreciable lives of the energy center’s assets by the MoPSC.
(e)The operating licenses for the Callaway, Osage, and Taum Sauk energy centers expire in 2044, 2047, and 2044, respectively.
(f)The Venice Energy Center is scheduled to retire by the end of 2029 and the Goose Creek, Pinckneyville, Raccoon Creek, and Kinmundy energy centers are scheduled to retire by the end of 2039 as noted in the 2023 IRP. See Illinois Emissions Standards in Note 14 – Commitments and Contingencies under Part II, Item 8, of this report.
(g)The Fairgrounds, Mexico, Moberly, and Moreau energy centers are scheduled to be retired by the end of 2029 as noted in the 2023 IRP.
(h)Includes five solar energy centers that each have a nameplate capacity of 500 kilowatts or less.
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The following table presents in-service electric and natural gas utility-related properties for Ameren Missouri and Ameren Illinois as of December 31, 2023:
AmerenMissouri AmerenIllinois
Circuit miles of electric transmission lines(a) 3,140 4,761
Circuit miles of electric distribution lines 33,927 45,984
Percentage of circuit miles of electric distribution lines underground 24 % 16 %
Miles of natural gas transmission and distribution mains 3,532 18,713
Underground natural gas storage fields — 12
(a)ATXI owns 561 circuit miles of electric transmission lines not reflected in this table.
Our other properties include office buildings, warehouses, garages, and repair shops.
With only a few exceptions, we have fee title to all principal energy centers and other units of property material to the operation of our businesses, and to the real property on which such facilities are located (subject to mortgage liens securing our outstanding first mortgage bonds and to certain permitted liens and judgment liens). The exceptions as of December 31, 2023 are as follows:
•Certain property is situated on lands occupied under leases, easements, franchises, licenses, or permits. That property includes a portion of Ameren Missouri’s Osage Energy Center reservoir; certain facilities at Ameren Missouri’s Sioux Energy Center; most of Ameren Missouri’s High Prairie Renewable and Atchison Renewable energy centers; Ameren Missouri’s BJC, Cape Girardeau, Lambert, and Maryland Heights energy centers; certain substations; and most transmission and distribution lines and natural gas mains. The United States or the state of Missouri may own or may have paramount rights with respect to certain lands lying in the bed of the Osage River or located between the inner and outer harbor lines of the Mississippi River on which certain of Ameren Missouri’s energy centers and other properties are located.
•The United States, the state of Illinois, the state of Iowa, or the city of Keokuk, Iowa, may own or may have paramount rights with respect to certain lands lying in the bed of the Mississippi River on which a portion of Ameren Missouri’s Keokuk Energy Center is located.
Substantially all of the properties and plant of Ameren Missouri and Ameren Illinois are subject to the liens of the indentures securing their respective mortgage bonds.
ITEM 3.LEGAL PROCEEDINGS
We are involved in legal and administrative proceedings before various courts and agencies with respect to matters that arise in the ordinary course of business, some of which involve substantial amounts of money. We believe that the final disposition of these proceedings, except as otherwise disclosed in this report, will not have a material adverse effect on our results of operations, financial position, or liquidity. Risk of loss is mitigated, in some cases, by insurance or contractual or statutory indemnification. We believe that we have established appropriate reserves for potential losses. For additional information on material legal and administrative proceedings, see Note 2 – Rate and Regulatory Matters, Note 9 – Callaway Energy Center, and Note 14 – Commitments and Contingencies under Part II, Item 8, of this report. Pursuant to Item 103(c)(3)(iii) of Regulation S-K, our policy is to disclose environmental proceedings to which a governmental entity is a party if we reasonably believe such proceedings will result in monetary sanctions of $1 million or more.
ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.
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INFORMATION ABOUT OUR EXECUTIVE OFFICERS:
The executive officers of the Ameren Companies, including major subsidiaries, are listed below, along with their ages as of December 31, 2023, all their positions and offices held with the Ameren Companies as of February 29, 2024, and their tenures as officers, and their titles for at least the last five years.
AMEREN CORPORATION:
Name Age Positions Period
Chairman and President; Ameren Missouri December 2019 – January 2022
Chairman and President; Ameren Services March 2016 – December 2019
Chairman and President; Ameren Services December 2019 – Present
Chairman and President; Ameren Missouri April 2014 – December 2019
(a)Elected President and Chief Executive Officer of Ameren in January 2022, and Chairman of Ameren in November 2023.
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SUBSIDIARIES:
Name Age Positions Period
Mark C. Birk 59 Chairman and President; Ameren Missouri January 2022 – Present
Shawn E. Schukar 62 Chairman and President; ATXI May 2017 – Present
(a)Leonard P. Singh served as Senior Vice President of Consolidated Edison Company of New York from December 2020 to June 2022 and as Vice President, Manhattan Electric Operations of Consolidated Edison Company of New York from June 2015 to December 2020.
Officers are generally elected or appointed annually by the respective board of directors of each company, following the election of board members at the annual meetings of shareholders. No arrangement or understanding exists between any of the above-named executive officers and the Ameren Companies nor with any other person or persons pursuant to which any executive officer was selected as an officer. There are no family relationships among the executive officers or between any executive officer or any director of the Ameren Companies. Except as noted, the above-named executive officers have been employed by an Ameren company for more than five years in executive or management positions.
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PART II
ITEM 5.MARKET FOR REGISTRANTS’ COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Ameren’s common stock is listed on the NYSE (ticker symbol: AEE). Ameren common shareholders of record totaled 35,157 on January 31, 2024. There is no trading market for the common stock of Ameren Missouri and Ameren Illinois. Ameren holds all outstanding common stock of Ameren Missouri and Ameren Illinois.
Purchases of Equity Securities
Ameren Corporation, Ameren Missouri, and Ameren Illinois did not purchase any equity securities reportable under Item 703 of Regulation S-K during the period from October 1, 2023, to December 31, 2023.
Performance Graph
The following graph shows Ameren’s cumulative TSR during the five years ended December 31, 2023. The graph also shows the cumulative total returns of the S&P 500 Index, S&P 500 Utility Index, and the Philadelphia Utility Index. The S&P 500 Utility Index and the Philadelphia Utility Index are market capitalization-weighted indices of U.S. public utility companies. The comparison assumes that $100 was invested on December 31, 2018, in Ameren common stock and in each of the indices shown and that all of the dividends were reinvested.
Comparison of Five-Year Cumulative Return
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Ameren management cautions that the stock price performance shown above should not be considered indicative of future stock price performance.
ITEM 6.(RESERVED)
ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Ameren, headquartered in St. Louis, Missouri, is a public utility holding company whose primary assets are its equity interests in its subsidiaries.Ameren’s subsidiaries are separate, independent legal entities with separate businesses, assets, and liabilities. Dividends on Ameren’s common stock and the payment of expenses by Ameren depend on distributions made to it by its subsidiaries.
Below is a summary description of Ameren’s principal subsidiaries – Ameren Missouri, Ameren Illinois, and ATXI. Ameren also has other subsidiaries that conduct other activities, such as providing shared services. A more detailed description can be found in Note 1 – Summary of Significant Accounting Policies under Part II, Item 8, of this report.
•Ameren Missouri operates a rate-regulated electric generation, transmission, and distribution business and a rate-regulated natural gas distribution business in Missouri.
•Ameren Illinois operates rate-regulated electric transmission, electric distribution, and natural gas distribution businesses in Illinois.
•ATXI operates a FERC rate-regulated electric transmission business in the MISO.
Ameren has four segments: Ameren Missouri, Ameren Illinois Electric Distribution, Ameren Illinois Natural Gas, and Ameren Transmission. The Ameren Missouri segment includes all of the operations of Ameren Missouri. Ameren Illinois Electric Distribution consists of the electric distribution business of Ameren Illinois. Ameren Illinois Natural Gas consists of the natural gas business of Ameren Illinois. Ameren Transmission primarily consists of the aggregated electric transmission businesses of Ameren Illinois and ATXI. See Note 16 – Segment Information under Part II, Item 8, of this report for further discussion of Ameren’s and Ameren Illinois’ segments.
Ameren’s and Ameren Missouri’s financial statements are prepared on a consolidated basis and therefore include the accounts of their majority-owned subsidiaries. All intercompany transactions have been eliminated. Ameren Missouri’s subsidiaries were created for the ownership of renewable generation projects. Ameren Illinois has no subsidiaries. All tabular dollar amounts are in millions, unless otherwise indicated.
The following discussion should be read in conjunction with the financial statements contained in this Form 10-K. We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. The discussion also provides information about the financial results of our business segments to provide a better understanding of how those segments and their results affect the financial condition and results of operations of Ameren as a whole. Discussion regarding our financial condition and results of operations for the year ended December 31, 2021, including comparisons with the year ended December 31, 2022, is included in Item 7 of our Form 10-K for the year ended December 31, 2022.
In addition to presenting results of operations and earnings amounts in total, we present certain information in cents per share. These amounts reflect factors that directly affect Ameren’s earnings. We believe this per share information helps readers to understand the impact of these factors on Ameren’s earnings per diluted share.
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OVERVIEW
Our core strategy is driven by the following three pillars, which allow us to capitalize on opportunities to benefit our customers, communities, shareholders, and the environment:
Rate Base ($ in billions)(a) Regulatory Frameworks(c) Improved Reliability(f)
Segment Regulatory Framework
AmerenTransmission Formula ratemakingAllowed ROE of 10.52%
Key announcements, updates, and regulatory outcomes
In June 2023, the MoPSC issued an order that resulted in an increase of $140 million to Ameren Missouri’s annual revenue requirement for electric retail service. The approved revenue requirement was based on infrastructure investments as of December 31, 2022, and included an extension of the depreciable lives of the Sioux Energy Center’s assets from 2028 to 2030. The order did not explicitly specify an ROE, capital structure, or rate base. The order provides for the continued use of the FAC and trackers for pension and postretirement benefits, uncertain income tax positions, certain excess deferred income taxes, and renewable energy standard compliance costs that the MoPSC previously authorized in earlier electric rate orders, as well as the use of an electric property tax tracker. It also includes a tracker for the utilization of production and investment tax credits or proceeds from the sale of such tax credits allowed under the IRA. The order increased the annualized base level of net energy costs pursuant to the FAC by approximately $40 million from the base level established in the MoPSC’s December 2021 electric rate order. The order also changed annualized depreciation, regulatory asset and liability amortization amounts, and the base level of expenses for trackers. On an annualized basis, these changes reflect approximate increases in “Depreciation and amortization” of $90 million and “Other income, net”, of $100 million, related to non-service pension and postretirement benefit income, on Ameren’s and Ameren Missouri’s consolidated statements of income. The new rates became effective on July 9, 2023.
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In June 2023, Ameren Missouri filed for CCNs with the MoPSC for four solar generation facilities, including the Split Rail Solar Project (300-MW facility, build-transfer agreement), the Cass County Solar Project (150-MW facility, development-transfer agreement), the Vandalia Solar Project (50-MW facility, self-build), and the Bowling Green Solar Project (50-MW facility, self-build). In February 2024, Ameren Missouri, the MoPSC staff, and the MoOPC filed a nonunanimous stipulation and agreement requesting the MoPSC approve Ameren Missouri’s requests for CCNs for the Split Rail, Vandalia, and Bowling Green solar projects. The stipulation and agreement also requests MoPSC approval of the CCN request for the Cass County Solar Project conditioned upon the facility supporting the Renewable Solutions Program and full subscription of the portion of the program supported by this facility, subject to certain other terms and conditions. The remaining intervenors did not object to the agreement. Ameren Missouri expects a decision by the MoPSC in March 2024. Each project is expected to support Ameren Missouri’s transition to renewable generation and, in addition, the Cass County Solar Project is expected to support Ameren Missouri’s Renewable Solutions Program. In February and April 2023, the MoPSC issued orders approving requested CCNs for the Huck Finn and Boomtown solar projects, respectively.
In August 2023, the MoPSC issued an order approving a nonunanimous stipulation and agreement to extend Ameren Missouri’s MEEIA 2019 program for an additional year through 2024. For 2024, the order approved the establishment of a portfolio of customer energy-efficiency programs and performance incentives that will provide Ameren Missouri an opportunity to earn revenues, including $12 million of performance incentive revenues if Ameren Missouri achieves certain program spending goals. In 2024, Ameren Missouri expects to invest $76 million in energy-efficiency programs. In January 2024, Ameren Missouri filed a proposed customer energy-efficiency plan with the MoPSC under the MEEIA for 2025 through 2027. The proposed plan includes a portfolio of customer energy-efficiency programs, along with the continued use of the MEEIA rider, which allows Ameren Missouri to collect from, or refund to, customers any difference in actual MEEIA program costs and related lost electric margins and the amounts collected from customers. If the plan is approved, Ameren Missouri intends to invest $123 million annually in the proposed customer energy-efficiency programs from 2025 to 2027. In addition, Ameren Missouri requested performance incentives applicable to each plan year to earn revenues by achieving certain customer energy-efficiency savings and target spending goals. If 100% of the goals are achieved, Ameren Missouri would earn performance incentive revenues totaling $56 million over the three-year plan. Ameren Missouri also requested additional performance incentives applicable to each plan year totaling up to $14 million over the three-year plan, if Ameren Missouri exceeds 100% of the goals. Ameren Missouri expects a decision by the MoPSC by October 2024 but cannot predict the ultimate outcome of this regulatory proceeding.
In November 2023, Ameren Missouri petitioned the MoPSC for a financing order to authorize the issuance of securitized utility tariff bonds to finance $519 million of costs related to the planned accelerated retirement of the Rush Island Energy Center, which includes the expected remaining unrecovered net plant balance associated with the facility. Ameren Missouri requested to collect the amounts necessary to repay the bonds over approximately 15 years from the date of bond issuance. In February 2024, the MoPSC staff filed a response to Ameren Missouri’s petition that stated Ameren Missouri’s decision to accelerate the retirement of the Rush Island Energy Center was prudent and largely supported Ameren Missouri’s securitization request. However, the MoPSC staff claimed Ameren Missouri’s prior actions that resulted in the adverse ruling in the NSR and Clean Air Act Litigation discussed in Note 14 – Commitments and Contingencies under Part II, Item 8, of this report, were imprudent and recommended that the impact of those actions on customers be considered in future rate reviews. If Ameren Missouri is not allowed to recover Rush Island Energy Center costs through securitization or if future rate reviews result in revenue reductions based on Ameren Missouri’s prior actions that resulted in the adverse ruling in the NSR and Clean Air Act Litigation, it could have a material adverse effect on the results of operations, financial position, and liquidity of Ameren and Ameren Missouri. Ameren Missouri expects a decision by the MoPSC by the end of June 2024, but cannot predict the ultimate outcome of this regulatory proceeding.
In February 2024, Ameren Missouri filed an update to its Smart Energy Plan with the MoPSC, which includes a five-year capital investment overview with a detailed one-year plan for 2024. The plan is designed to upgrade Ameren Missouri’s electric infrastructure and includes investments that will upgrade the grid and accommodate more renewable energy. Investments under the plan are expected to total approximately $12.4 billion over the five-year period from 2024 through 2028, with expenditures largely recoverable under the PISA. Ameren Missouri’s Smart Energy Plan excludes investments in its natural gas distribution business, as well as removal costs, net of salvage.
In December 2023, the ICC issued an order in Ameren Illinois' MYRP proceeding, approving base rates for electric distribution services for 2024 through 2027 and rejecting Ameren Illinois' Grid Plan, which was addressed as part of the MYRP proceeding. Rate changes consistent with the order became effective in January 2024. The ICC concluded that the proposed Grid Plan did not meet certain statutory requirements and directed Ameren Illinois to file a revised Grid Plan within three months. Ameren Illinois expects to file a revised Grid Plan with the ICC in March 2024, and also expects to file a request to update the associated MYRP revenue requirements for 2024 through 2027 in the first half of 2024. The December 2023 order adopted an alternative methodology to establish a rate base and revenue requirements for the years 2024 through 2027, using the 2022 year-end rate base approved by the ICC in its 2022 electric distribution service revenue requirement reconciliation adjustment order discussed below. This rate base will remain in effect through 2027, unless subsequently changed by the ICC in the rehearing discussed below or if approval of a revised Grid Plan results in an update of each year’s revenue requirement.
In January 2024, Ameren Illinois filed a request for rehearing of the ICC's December 2023 order. The filing contended that the use of the 2022 year-end rate base for each year of the MYRP, until a revised Grid Plan is approved, is unlawful and not in compliance with the CEJA. In addition, the filing requested the ICC revise the order to include an allowed ROE of at least 9.82% for each year of the MYRP and include
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a base level of investments to maintain grid reliability in each year of the MYRP, among other things. In January 2024, the ICC partially denied Ameren Illinois’ rehearing request by denying Ameren Illinois’ request regarding the allowed ROE, and granting Ameren Illinois’ request to consider whether it is appropriate to use the 2022 year-end rate base for each year of the MYRP and to include a base level of investments to maintain grid reliability in each year of the MYRP. Additionally, the scope of the rehearing will include a review of certain operations and maintenance expenses in each year of the MYRP. In February 2024, Ameren Illinois filed its request in the rehearing proceeding, which proposed updated revenue requirements and annual rate base amounts to reflect a base level of investments to maintain grid reliability for 2024 through 2027. An ICC decision in this rehearing is expected by late June 2024. Also, in January 2024, Ameren Illinois filed an appeal of the December 2023 ICC order and the partial denial of Ameren Illinois’ request for rehearing to the Illinois Appellate Court for the Fifth Judicial District. The court is under no deadline to address the appeal. Ameren Illinois cannot predict the ultimate outcome of the revised Grid Plan filing, its request to update the associated MYRP revenue requirements for 2024 through 2027, the rehearing proceeding, or the appeal to the Illinois Appellate Court for the Fifth Judicial District.
The following table presents the approved revenue requirements, ROE, capital structure common equity percentage, and annual rate base in the ICC’s December 2023 order, as well as the proposed revenue requirements and annual rate base amounts in Ameren Illinois’ February 2024 rehearing request filing:
ICC’s December 2023 MYRP Order:
Ameren Illinois’ February 2024 Rehearing Request Filing:
(a)The ROE is under appeal as discussed above.
The approved revenue requirements in the ICC’s December 2023 order represent a cumulative increase of $142 million compared to a cumulative increase of $444 million requested by Ameren Illinois in its revised September 2023 MYRP filing. The ICC’s December 2023 order did not utilize a phase-in provision that is permitted by the CEJA for any initial rate increase.
In November 2023, the ICC issued an order approving Ameren Illinois’ 2022 electric distribution service revenue requirement reconciliation adjustment filing. This order approved a reconciliation adjustment of $110 million, which reflected Ameren Illinois’ actual 2022 recoverable costs, year-end rate base of $3.9 billion, and a capital structure composed of 50% common equity. The approved reconciliation adjustment will be collected from customers in 2024. In addition, Ameren Illinois will file its 2023 electric distribution service revenue requirement reconciliation with the ICC by May 2024, which will reflect its 2023 year-end rate base. The 2023 reconciliation adjustment, if approved by the ICC, will be collected from customers in 2025.
In November 2023, the ICC issued an order in Ameren Illinois’ January 2023 natural gas delivery service regulatory rate review, which resulted in an increase to its annual revenues for natural gas delivery service of $112 million based on a 9.44% allowed ROE, a capital structure composed of 50% common equity, and a rate base of approximately $2.85 billion. The order reflected a reduction of approximately $93 million of planned distribution and transmission capital investments included in Ameren Illinois’ requested revenue increase, which used a 2024 future test year. The new rates became effective on November 28, 2023. In December 2023, Ameren Illinois filed a request for rehearing of the ICC's November 2023 order. The filing requested the ICC revise the order to include an allowed ROE of at least 9.89%, a capital structure composed of 52% common equity, and a reversal of the approximately $93 million reduction of planned distribution and transmission capital investments included in the order, among other things. In January 2024, the ICC denied Ameren Illinois’ rehearing request. Subsequently, in January 2024, Ameren Illinois filed an appeal of the November 2023 ICC order and the January 2024 ICC denial of Ameren Illinois’ request for rehearing to the Illinois Appellate Court for the Fifth Judicial District. The court is under no deadline to address the appeal. Ameren Illinois cannot predict the ultimate outcome of this appeal.
In November 2023, the ICC issued an order in Ameren Illinois’ annual update filing that approved electric customer energy-efficiency rates of $100 million beginning in January 2024, which represents an increase of $24 million from 2023 rates. The order was based on a projected 2024 year-end rate base of $394 million.
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In 2021, the MISO issued a report outlining a preliminary long-range transmission planning roadmap of projects through 2039, which considers the rapidly changing generation mix within MISO resulting from significant additions of renewable generation, actual and expected generation plant closures, and state mandates or goals for clean energy or carbon emissions reductions. In July 2022, the MISO approved the first tranche of projects under the first phase of the roadmap. A portion of these projects were assigned to various utilities, of which Ameren was awarded projects that are estimated to cost approximately $1.8 billion, based on the MISO’s cost estimate. Related to these projects, Ameren expects to begin substation upgrades in 2024 in advance of transmission line construction, which is expected to begin in 2026, with forecasted completion dates near the end of this decade. In 2022 and 2023, the MISO initiated requests for proposals for first tranche competitive bid projects. In October and November 2023, first tranche competitive bid projects were awarded to ATXI and represent a total estimated investment of approximately $0.1 billion. The remaining competitive-bid project is estimated by the MISO to cost approximately $0.6 billion and is expected to be awarded by mid-2024. In February 2024, Ameren Illinois and ATXI filed a request for a CCN with the ICC related to the portion of the MISO long-range transmission projects discussed above that are expected to be constructed within the ICC’s jurisdiction. A decision by the ICC is expected by February 2025.
In February 2023, Ameren’s board of directors increased the quarterly common stock dividend to 63 cents per share, resulting in an annualized equivalent dividend rate of $2.52 per share. In February 2024, Ameren’s board of directors increased the quarterly common stock dividend to 67 cents per share, resulting in an annualized equivalent dividend rate of $2.68 per share.
For further information on the matters discussed above, see Note 2 – Rate and Regulatory Matters under Part II, Item 8, of this report, and the Outlook section below.
Earnings
Net income attributable to Ameren common shareholders was $1,152 million, or $4.38 per diluted share, for 2023, and $1,074 million, or $4.14 per diluted share, for 2022. Net income was favorably affected in 2023, compared with 2022, by increased infrastructure investments across all business segments and a higher recognized ROE at Ameren Illinois Electric Distribution as well as increased base rate revenues at Ameren Missouri pursuant to the June 2023 MoPSC electric rate order. Earnings were also favorably affected by decreased other operations and maintenance expenses not subject to formula rates, riders, or trackers, including an increase in the cash surrender value of COLI, at Ameren Missouri and Ameren Illinois Natural Gas. Net income was unfavorably affected in 2023, compared with 2022, by decreased retail sales at Ameren Missouri and Ameren Illinois Natural Gas, primarily due to milder winter and summer temperatures. In addition, lower retail sales volumes, excluding the estimated effects of weather, decreased net income at Ameren Missouri in 2023, compared with 2022. Earnings in 2023, compared to 2022, were also unfavorably affected by increased financing costs at Ameren (parent), Ameren Missouri, and Ameren Illinois Natural Gas, primarily due to higher interest rates on increased levels of short-term borrowings at Ameren (parent), and higher long-term debt balances and higher interest rates on short-term borrowings and long-term debt, partially offset by higher levels of allowance for funds used during construction, at Ameren Missouri and Ameren Illinois Natural Gas.
Liquidity
At December 31, 2023, Ameren, on a consolidated basis, had available liquidity in the form of cash on hand and amounts available under the Credit Agreements of $2.1 billion.
Ameren has an ATM program under which Ameren may offer and sell from time to time common stock, which includes the ability to enter into forward sale agreements, subject to market conditions and other factors. As of December 31, 2023, Ameren had approximately $770 million of common stock available for sale under the ATM program, which takes into account the forward sale agreements in effect as of December 31, 2023. For information regarding long-term debt issuances and maturities, common stock issuances, and outstanding forward sale agreements entered into under the ATM program through the date of this report, see Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, of this report.
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Ameren remains focused on strategic capital allocation. The following chart presents 2023 capital expenditures by segment and the midpoint of projected cumulative capital expenditures for 2024 through 2028 by segment:
Ameren Missouri(a) Ameren Illinois Natural Gas
Ameren Illinois Electric Distribution Ameren Transmission
For 2024 through 2028, Ameren’s cumulative capital expenditures are projected to range from $21.0 billion to $22.8 billion. The following table presents the range of projected spending by segment:
Range (in billions)
Ameren Missouri(a) $ 12.5 – $ 13.5
Ameren Illinois Electric Distribution(b) 2.8 – 3.1
Ameren Illinois Natural Gas(b) 1.8 – 1.9
Ameren Transmission 3.9 – 4.3
(a)Amounts include $3.3 billion of renewable generation investments and $2.7 billion of dispatchable generation investments, which includes $0.9 billion related to coal-fired generation, through 2028, consistent with Ameren Missouri’s 2023 IRP.
(b)Amounts include investments necessary to meet compliance requirements of the CEJA, while continuing to ensure safe and adequate service is maintained. Ameren Illinois’ estimates may be revised as a result of future ICC orders related to its MYRP.
RESULTS OF OPERATIONS
Our results of operations and financial position are affected by many factors. Economic conditions, energy-efficiency investments by our customers and by us, technological advances, distributed generation, and the actions of key customers can significantly affect the demand for our services. Ameren and Ameren Missouri results are also affected by seasonal fluctuations in winter heating and summer cooling demands and by weather conditions, such as storms, as well as by energy center maintenance outages. Additionally, fluctuations in interest rates and conditions in the capital and credit markets affect our cost of borrowing, our pension and postretirement benefits costs, the cash surrender value of COLI, and the asset value of Ameren Missouri’s nuclear decommissioning trust fund. Almost all of Ameren’s revenues are subject to state or federal regulation. This regulation has a material impact on the rates we charge customers for our services. Our results of operations, financial position, and liquidity are affected by our ability to align our overall spending, both operating and capital, with the frameworks established by our regulators. See Note 2 – Rate and Regulatory Matters under Part II, Item 8, of this report for additional information regarding Ameren Missouri’s, Ameren Illinois’, and ATXI’s regulatory frameworks.
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We are observing inflationary pressures on the prices of labor, services, materials, and supplies, as well as high interest rates. Ameren Missouri and Ameren Illinois are generally allowed to pass on to customers prudently incurred costs for fuel, purchased power, and natural gas supply. Additionally, for certain non-commodity cost changes, the use of trackers, riders, formula ratemaking, and future test years, as applicable, mitigates our exposure.
Ameren Missouri principally uses coal and enriched uranium for fuel in its electric operations and purchases natural gas for its customers. Ameren Illinois purchases power and natural gas for its customers. The prices for these commodities can fluctuate significantly because of the global economic and political environment, weather, supply, demand, inflation, and many other factors. We have natural gas cost recovery mechanisms for our Illinois and Missouri natural gas distribution businesses, a purchased power cost recovery mechanism for Ameren Illinois’ electric distribution business, and a FAC for Ameren Missouri’s electric business.
We employ various risk management strategies to reduce our exposure to commodity risk and other risks inherent in our business. The reliability of Ameren Missouri’s energy centers and our transmission and distribution systems and the level and timing of operations and maintenance costs and capital investment are key factors that we seek to manage in order to optimize our results of operations, financial position, and liquidity.
Earnings Summary
The following table presents a summary of Ameren’s earnings for the years ended December 31, 2023 and 2022:
Net income attributable to Ameren common shareholders $ 1,152 $ 1,074
Earnings per common share – diluted 4.38 4.14
Net income attributable to Ameren common shareholders in 2023 increased $78 million, or $0.24 per diluted share, from 2022. The increase was due to net income increases of $56 million, $33 million, and $11 million at Ameren Illinois Electric Distribution, Ameren Transmission, and Ameren Illinois Natural Gas, respectively. The increases in net income were partially offset by a net income decrease of $17 million at Ameren Missouri and an increase in the net loss for activity not reported as part of a segment, primarily at Ameren (parent), of $5 million.
Earnings per share in 2023, compared with 2022, were favorably affected by:
•increased rate base investments at Ameren Transmission and Ameren Illinois Electric Distribution and a higher recognized ROE due to a higher annual average of the monthly yields of the 30-year United States Treasury bonds at Ameren Illinois Electric Distribution, which increased revenues at these segments (25 cents per share);
•increased base rate revenues at Ameren Missouri effective July 9, 2023, pursuant to the June 2023 MoPSC electric rate order, partially offset by the amortization of previously deferred depreciation expense under the PISA and RESRAM, financing costs otherwise recoverable under the PISA and RESRAM, a lower base level of expenses included in trackers, and the net recovery for amounts associated with the reduction in sales volumes resulting from MEEIA programs (12 cents per share);
•decreased other operations and maintenance expenses not subject to formula rates, riders, or trackers, including an increase in the cash surrender value of COLI, primarily at Ameren Missouri and Ameren Illinois Natural Gas (11 cents per share);
•decreased income tax expense not subject to formula rates or riders due, in part, to decreased income tax expense recognized at Ameren (parent) because of changes in the state income taxes apportioned to Missouri and Illinois, reflecting changes in revenues, as well as the effect of favorable market returns on COLI, compared with unfavorable returns in the year-ago period (6 cents per share);
•increased base rate revenues at Ameren Missouri for the inclusion of previously deferred PISA and RESRAM interest charges pursuant to the December 2021 and June 2023 MoPSC electric rate orders effective February 28, 2022, and July 9, 2023, respectively, partially offset by increased interest charges resulting from lower deferrals related to infrastructure investments associated with the PISA and RESRAM (6 cents per share);
•decreased taxes other than income taxes, primarily at Ameren Missouri, largely resulting from employee retention tax credits received under the Coronavirus Aid, Relief, and Economic Security Act in 2023 (3 cents per share);
•increased Ameren Illinois Natural Gas earnings from investments in qualifying infrastructure recovered under the QIP (3 cents per share);
•increased other income, net, largely due to increased non-service cost components of net periodic benefit income not subject to formula rates or trackers (3 cents per share); and
•recovery of previously incurred expenses at Ameren Illinois Electric Distribution (2 cents per share).
Earnings per share in 2023, compared with 2022, were unfavorably affected by:
•decreased retail sales at Ameren Missouri and Ameren Illinois Natural Gas, primarily due to milder winter and summer temperatures as well as lower sales volumes, excluding the estimated effects of weather, in 2023 (estimated at 25 cents per share);
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•increased financing costs at Ameren (parent), Ameren Missouri, and Ameren Illinois Natural Gas, primarily due to higher interest rates on increased levels of short-term borrowings at Ameren (parent), and higher long-term debt balances and higher interest rates on short-term borrowings and long-term debt, partially offset by higher levels of allowance for funds used during construction, at Ameren Missouri and Ameren Illinois Natural Gas (13 cents per share);
•increased weighted-average basic common shares outstanding resulting from issuances of common shares as detailed in Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, of this report (7 cents per share);
•increased depreciation and amortization expenses not recoverable under riders or trackers at Ameren Missouri and Ameren Illinois Natural Gas, primarily due to additional property, plant, and equipment investments (4 cents per share); and
•lower MEEIA 2019 performance incentives recognized at Ameren Missouri (3 cents per share).
The cents per share variances above are presented on the weighted-average basic shares outstanding in 2022 and do not reflect the impact of dilution on earnings per share, unless otherwise noted. The amounts above other than variances related to income taxes have been presented net of income taxes using Ameren’s 2023 blended federal and state statutory tax rate of 26%. For additional details regarding the Ameren Companies’ results of operations, including explanations of Electric and Natural Gas Margins, Other Operations and Maintenance Expenses, Depreciation and Amortization Expenses, Taxes Other Than Income Taxes, Other Income, Net, Interest Charges, and Income Taxes, see the major headings below.
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Below is Ameren’s table of income statement components by segment for the years ended December 31, 2023 and 2022:
Natural gas purchased for resale (79) — (276) — — (355)
Noncontrolling interests – preferred stock dividends (3) (1) — (1) — (5)
Natural gas purchased for resale (104) — (553) — — (657)
Noncontrolling interests – preferred stock dividends (3) (1) — (1) — (5)
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Below is Ameren Illinois’ table of income statement components by segment for the years ended December 31, 2023 and 2022:
Natural gas revenues — 897 — — 897
Natural gas purchased for resale — (276) — — (276)
Natural gas margins — 621 — — 621
Other operations and maintenance expenses (532) (237) (49) — (818)
Taxes other than income taxes (75) (67) (4) — (146)
Preferred stock dividends (1) — (1) — (2)
Net income attributable to common shareholder $ 258 $ 134 $ 215 $ — $ 607
Natural gas purchased for resale — (553) — — (553)
Natural gas margins — 627 — — 627
Other operations and maintenance expenses (580) (253) (49) — (882)
Depreciation and amortization (332) (98) (84) — (514)
Taxes other than income taxes (75) (82) (4) — (161)
Preferred stock dividends (1) — (1) — (2)
Net income attributable to common shareholder $ 202 $ 123 $ 188 $ — $ 513
Margins
Electric margins are defined as electric revenues less fuel and purchased power costs. Natural gas margins are defined as natural gas revenues less natural gas purchased for resale. We consider electric and natural gas margins useful measures to analyze the change in profitability of our electric and natural gas operations between periods. We have included the analysis below as a complement to the financial information we provide in accordance with GAAP. However, these margins may not be a presentation defined under GAAP, and they may not be comparable to other companies’ presentations or more useful than the GAAP information we provide elsewhere in this report.
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Electric Margins
Total by Segment(a) Increase (Decrease) by Segment
Overall Ameren Increase of $66 Million
(a)Includes other/intersegment eliminations of $(32) million and $(25) million in 2023and 2022, respectively.
Natural Gas Margins
Total by Segment(a) Decrease by Segment
Overall Ameren Decrease of $13 Million
(a)Includes other/intersegment eliminations of $(1) million and $(1) million in 2023and 2022, respectively.
Ameren Missouri Ameren Illinois Natural Gas Other/Intersegment Eliminations
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The following table presents the favorable (unfavorable) variations by segment for electric and natural gas margins in 2023, compared with 2022:
Electric and Natural Gas Margins
Electric revenue change:
Base rates (estimate)(b) $ 115 $ 30 $ — $ 62 $ — $ 207
Effect of weather (estimate)(c) (71) — — — — (71)
MEEIA 2019 performance incentives (10) — — — — (10)
Off-system sales, capacity, and FAC revenues, net (226) — — — — (226)
Transmission service charges (9) — — — — (9)
Other 1 (2) — — (7) (8)
Other cost recovery mechanisms(e) (10) (33) — — — (43)
Total electric revenue change $ (155) $ (38) $ — $ 62 $ (11) $ (142)
Fuel and purchased power change:
Effect of weather (estimate)(c) 14 — — — — 14
Effect of higher net energy costs included in base rates (21) — — — — (21)
Transmission service charges 4 — — — — 4
Cost recovery mechanisms – offset in electric revenue(d) (82) 51 — — 4 (27)
Total fuel and purchased power change $ 153 $ 51 $ — $ — $ 4 $ 208
Net change in electric margins $ (2) $ 13 $ — $ 62 $ (7) $ 66
Natural gas revenue change:
Base rates (estimate) $ — $ — $ 6 $ — $ — $ 6
Effect of weather (estimate)(c) (17) — — — — (17)
Sales volume (excluding the estimated effect of weather) — — (4) — — (4)
QIP rider — — 14 — — 14
Other (2) — (4) — — (6)
Other cost recovery mechanisms(e) (1) — (18) — — (19)
Total natural gas revenue change $ (32) $ — $ (283) $ — $ — $ (315)
Natural gas purchased for resale change:
Effect of weather (estimate)(c) $ 13 $ — $ — $ — $ — $ 13
Cost recovery mechanisms – offset in natural gas revenue(d) 12 — 277 — — 289
Total natural gas purchased for resale change $ 25 $ — $ 277 $ — $ — $ 302
Net change in natural gas margins $ (7) $ — $ (6) $ — $ — $ (13)
(a)Includes an increase in transmission electric margins of $56 million in 2023, compared with 2022, at Ameren Illinois.
(b)For Ameren Illinois Electric Distribution and Ameren Transmission, base rates include increases or decreases to operating revenues related to the revenue requirement reconciliation adjustment under formula rates. For Ameren Missouri, base rates exclude an increase for the recovery of lost electric margins resulting from the MEEIA customer energy-efficiency programs and a decrease in base rates for RESRAM. These changes in Ameren Missouri base rates are included in the “Sales volumes and changes in customer usage patterns (excluding the estimated effects of weather and MEEIA)” and “Cost recovery mechanisms - offset in fuel and purchased power” line items, respectively.
(c)Represents the estimated variation resulting primarily from changes in cooling and heating degree days on electric and natural gas demand compared with the prior year; this variation is based on temperature readings from the National Oceanic and Atmospheric Administration weather stations at local airports in our service territories.
(d)Electric and natural gas revenue changes are offset by corresponding changes in “Fuel,” “Purchased power,” and “Natural gas purchased for resale” on the statement of income, resulting in no change to electric and natural gas margins. Activity in Other/Intersegment Eliminations represents the elimination of related-party transactions between Ameren Missouri, Ameren Illinois, and ATXI, as well as Ameren Transmission revenue from transmission services provided to Ameren Illinois Electric Distribution. See Note 13 – Related-party Transactions and Note 16 – Segment Information under Part II, Item 8, of this report for additional information on intersegment eliminations.
(e)Offsetting expense increases or decreases are reflected in “Other operations and maintenance,” “Depreciation and amortization,” or in “Taxes other than income taxes” within the “Operating Expenses” section of the statement of income. These items have no overall impact on earnings.
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Ameren
Ameren’s electric margins increased $66 million, or 1%, in 2023, compared with 2022, because of increased margins at Ameren Transmission and Ameren Illinois Electric Distribution, as discussed below. Ameren’s natural gas margins decreased $13 million, or 2%, between years because of decreased margins at Ameren Missouri and Ameren Illinois Natural Gas, as discussed below.
Ameren Transmission
Ameren Transmission’s margins increased $62 million, or 10%, in 2023, compared with 2022. Base rate revenues were favorably affected by higher recoverable expenses (+$38 million) and increased capital investment (+$24 million), as evidenced by a 10% increase in rate base used to calculate the revenue requirement.
Ameren Missouri
Ameren Missouri’s electric margins were comparable between years. Revenues associated with “Cost recovery mechanisms – offset in fuel and purchased power” increased $82 million in 2023, compared with 2022, due to increased revenue related to the amortization of costs previously deferred under the FAC that were reflected in customer rates. The changes to “Cost recovery mechanisms - offset in fuel and purchased power” are fully offset by “Cost recovery mechanisms - offset in electric revenue,” in the table above, and result in no impact to margins. Ameren Missouri’s 5% exposure to net energy cost variances under the FAC is reflected within “Off-system sales, capacity, and FAC revenues, net” and “Energy costs (excluding the estimated effect of weather)”.
The following items had an unfavorable effect on Ameren Missouri’s electric margins in 2023, compared with 2022:
•Winter temperatures were warmer as heating degree days decreased 22% while spring and summer temperatures were milder as cooling degree days decreased 3%. The aggregate effect of weather decreased margins by an estimated $57 million. The change in margins due to weather is the sum of the “Effect of weather (estimate)” on electric revenues (-$71 million) and the “Effect of weather (estimate)” on fuel and purchased power (+$14 million) in the table above.
•Excluding the estimated effects of weather and the MEEIA customer energy-efficiency programs, electric revenues decreased an estimated $27 million resulting from a decrease in retail sales volumes, due, in part, to customer outages resulting from major storms experienced throughout the service territory in July and August 2023, partially offset by an increase in customer demand charge revenues and an increase in the average retail price per kilowatthour related to changes in customer usage patterns.
•MEEIA 2019 performance incentives decreased revenues $10 million as performance incentives for program years 2021 and 2022 were recognized in 2022, whereas the performance incentive for program year 2023 was recognized in 2023.
•Revenues associated with other cost recovery mechanisms decreased $10 million, primarily due to a decrease in RESRAM revenues, partially offset by an increase in excise taxes and recoverable MEEIA program costs.
•Transmission service charge revenues decreased $9 million, primarily due to lower revenues related to reactive power.
The following items had a favorable effect on Ameren Missouri’s electric margins in 2023, compared with 2022:
•Higher electric base rates, excluding the change in base rates for the MEEIA customer energy-efficiency programs and the RESRAM, resulting from the June 2023 MoPSC electric rate order effective July 9, 2023, partially offset by higher net energy costs included in base rates, increased margins an estimated $57 million. A similar effect resulting from the December 2021 MoPSC electric rate order effective February 28, 2022, increased margins an estimated $37 million. The change in electric base rates is the sum of the change in “Base rates (estimate)” (+$115 million) and the “Effect of higher net energy costs included in base rates” (-$21 million) in the table above.
•Ameren Missouri’s electric margins increased $12 million due to its 5% exposure to net energy cost variances under the FAC. The change in net energy costs is the sum of “Off-system sales, capacity and FAC revenues, net” (-$226 million) and “Energy costs (excluding the estimated effect of weather)” (+$238 million) in the table above. Revenues decreased primarily due to lower off-system sales volumes (-$108 million) related to reduced generation at the Rush Island Energy Center, lower capacity prices (-$101 million) set by the annual MISO auction in April 2023, and lower market prices for energy (-$11 million). Energy costs decreased primarily due to lower fuel costs (+$130 million), lower purchased power costs (+$98 million), and lower capacity costs (+$95 million), partially offset by decreased deferral of expenses under the FAC (-$90 million).
•Transmission service charge expenses decreased $4 million, primarily due to a decrease in charges related to transmission network upgrades.
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Ameren Missouri’s natural gas margins decreased $7 million, or 8%, in 2023, compared with 2022.Purchased gas costs decreased $12 million in 2023, compared with 2022, due to lower commodity prices and decreased amortization of deferred natural gas costs related to the extremely cold weather in mid-February 2021.The decreased purchased gas costs are fully offset by a decrease in natural gas revenues under the PGA, resulting in no impact to margin. The decrease in purchased gas cost is reflected in “Cost recovery mechanisms – offset in natural gas revenue” and the associated recoveries from customers is reflected in “Cost recovery mechanisms – offset in natural gas purchased for resale” in the table above. Margins decreased $4 million due to warmer winter temperatures as heating degree days decreased 22%. The change in margins due to weather is the sum of the “Effect of weather (estimate)” on natural gas revenues (-$17 million) and the “Effect of weather (estimate)” on natural gas purchased for resale (+$13 million) in the table above.
Ameren Illinois
Ameren Illinois’ electric margins increased $69 million, or 4%, in 2023, compared with 2022, driven by increased margins at Ameren Illinois Transmission and Ameren Illinois Electric Distribution. Ameren Illinois Natural Gas’ margins decreased $6 million, or 1%, between years.
Ameren Illinois Electric Distribution
Ameren Illinois Electric Distribution’s margins increased $13 million, or 1%, in 2023, compared with 2022. Purchased power costs decreased $51 million in 2023, compared with 2022, primarily due to decreased energy prices (-$54 million), which largely reflect the results of IPA procurement events, and lower volumes due to decreased sales (-$39 million), partially offset by increased revenues related to the amortization of costs previously deferred under riders (+$28 million) and higher costs due to higher capacity prices (+$9 million). The decreased purchased power costs are fully offset by a decrease in electric revenues under the cost recovery mechanisms for purchased power, resulting in no impact to margin. The decrease in purchased power cost is reflected in “Cost recovery mechanisms – offset in electric revenue” and the associated recoveries from customers is reflected in “Cost recovery mechanisms – offset in fuel and purchased power” in the table above.
The following items had a favorable effect on Ameren Illinois Electric Distribution’s margins in 2023, compared with 2022:
•The impact from base rates (+$30 million) increased due to a higher recognized ROE (+$21 million), as evidenced by an increase of 98 basis points in the annual average of the monthly yields of the 30-year United States Treasury bonds, and increased capital investment (+$15 million), as evidenced by a 9% increase in year-end rate base, partially offset by lower recoverable non-purchased power expenses (-$4 million), and the results from 2021 and 2022 revenue requirement reconciliation adjustment true-ups recognized in the subsequent year (-$2 million).
•Revenues associated with customer energy-efficiency program investments increased $18 million due to the recovery of program expenses (+$12 million), increased investment (+$2 million), higher recognized ROE under formula ratemaking (+$2 million), and the results from the 2022 revenue requirement reconciliation adjustment true-up recognized in 2023 (+$2 million).
Revenues associated with other cost recovery mechanisms decreased $33 million in 2023, compared with 2022, primarily due to a lower amount of bad debt costs included in customer rates pursuant to the associated rider.
Ameren Illinois Natural Gas
Ameren Illinois Natural Gas’ margins decreased $6 million, or 1%, in 2023, compared with 2022. Purchased gas costs decreased $277 million in 2023, compared with 2022, primarily due to lower amortization of natural gas costs that were previously deferred under the PGA and lower natural gas prices in 2023. Deferred natural gas costs related to the extremely cold weather in mid-February 2021 were fully recovered from customers by the end of 2022. The decreased purchased natural gas costs are fully offset by a decrease in natural gas revenues under the PGA, resulting in no impact to margin. The decrease in purchased gas cost is reflected in “Cost recovery mechanisms – offset in natural gas revenue” and the associated recoveries from customers is reflected in “Cost recovery mechanisms – offset in natural gas purchased for resale” in the table above.
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The following items had an unfavorable effect on Ameren Illinois Natural Gas’ margins in 2023, compared with 2022:
•Revenues associated with other cost recovery mechanisms decreased $18 million, primarily due to decreased revenues for excise taxes.
•Revenues decreased $4 million primarily due to lower sales volumes related to large commercial, industrial, and transportation customers, and lower capacity revenues. Revenues from sales to large commercial, industrial, and transportation customers are excluded from the VBA. See Note 2 - Rate and Regulatory Matters under Part II, Item 8, of this report for additional information regarding the VBA.
•Other miscellaneous revenues decreased $4 million primarily related to the refund of over-recovered costs associated with the COVID-19 pandemic, beginning in April 2023.
The following items had a favorable effect on Ameren Illinois Natural Gas’ margins in 2023, compared with 2022:
•Revenues increased $14 million due to additional investment in natural gas infrastructure under the QIP.
•Revenues increased $6 million due to higher natural gas base rates as a result of the natural gas rate order effective November 28, 2023.
See Note 2 – Rate and Regulatory Matters under Part II, Item 8, of this report for additional information regarding the QIP and 2023 Natural Gas Delivery Service Rate Order.
Ameren Illinois Transmission
Ameren Illinois Transmission’s electric margins increased $56 million, or 13%, in 2023, compared with 2022. Base rate revenues were favorably affected by increased capital investment (+$25 million), as evidenced by a 15% increase in rate base used to calculate the revenue requirement, and higher recoverable expenses (+$31 million).
Other Operations and Maintenance Expenses
Total by Segment(a) Increase (Decrease) by Segment
Overall Ameren Decrease of $71 Million
(a)Includes $60 million and $60 million at Ameren Transmission in 2023 and 2022, respectively, and other/intersegment eliminations of $34 million and $16 million in 2023and 2022, respectively.
Ameren Missouri Ameren Illinois Natural Gas Other/Intersegment Eliminations
Ameren Illinois Electric Distribution Ameren Transmission
Ameren
Other operations and maintenance expenses at Ameren decreased $71 million in 2023, compared with 2022. In addition to changes by segment as discussed below, other operations and maintenance expenses increased $18 million in 2023 for activity not reported as part of a
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segment, as reflected in “Other/Intersegment Eliminations” above, primarily because of an increase in the elimination of the non-service cost component of net periodic benefit income at Ameren Services. The non-service cost component of net periodic benefit cost or income at Ameren Services is allocated to the segments and primarily included in the segments’ other operations and maintenance expenses. Other operations and maintenance expenses were comparable at Ameren Transmission between periods.
Ameren Missouri
The $25 million decrease in Ameren Missouri’s other operations and maintenance expenses in 2023, compared with 2022, was primarily due to the following items:
•The cash surrender value of COLI increased $21 million. The effect of changes in the cash surrender value of COLI resulted in gains of $7 million in 2023, compared with losses of $14 million in 2022.
•The recognition of regulatory assets for previously expensed costs approved for recovery pursuant to the June 2023 MoPSC rate order decreased other operations and maintenance expenses $14 million.
•Renewable development costs decreased $9 million, as the MoPSC order approving CCNs for the Boomtown and Huck Finn solar projects in the first half of 2023 led to increased capitalization of renewable development costs pursuant to anticipated recovery from customers.
•Energy center operating and maintenance costs decreased $3 million, primarily because of the retirement of the Meramec Energy Center in December 2022, partially offset by increased costs related to maintenance outages at other energy centers.
The following items partially offset the above decreases in other operations and maintenance expenses between years:
•Transmission and distribution storm-related costs increased $7 million because of the major storms experienced throughout the service territory in July and August 2023.
•Transmission and distribution expenditures, excluding storm costs, increased $7 million, primarily because of increased inspection and vegetation management expenditures.
•MEEIA customer energy-efficiency program spend increased $3 million, as approved by the MoPSC.
Ameren Illinois
Other operations and maintenance expenses decreased $64 million at Ameren Illinois in 2023, compared with 2022, as discussed below. Other operations and maintenance expenses were comparable at Ameren Illinois Transmission between 2023 and 2022.
Ameren Illinois Electric Distribution
The $48 million decrease in Ameren Illinois Electric Distribution’s other operations and maintenance expenses in 2023, compared with 2022, was primarily due to the following items:
•Bad debt costs decreased $43 million primarily because of a lower amount of costs recovered from customers pursuant to the associated rider.
•The cash surrender value of COLI increased $10 million in 2023, primarily because of favorable market returns, compared with unfavorable market returns in 2022.
•Pension and benefit costs decreased $8 million, primarily related to decreased pension service costs due to changes in actuarial assumptions.
The following items partially offset the above decreases in other operations and maintenance expenses between years:
•Amortization of regulatory assets associated with customer energy-efficiency investments under formula ratemaking increased $9 million.
•Amortization of previously deferred storm-related costs and costs related to major storm activity in 2023, increased $6 million.
Ameren Illinois Natural Gas
Other operations and maintenance costs decreased $16 million in 2023, compared with 2022, in part, because of a $5 million increase in the cash surrender value of COLI. In 2023, the effect of changes in the cash surrender value of COLI resulted in a gain of $2 million, compared with a loss of $3 million in 2022. Other operations and maintenance expenses also decreased $5 million in 2023 because of a decline in required environmental remediation work. Additionally, other operations and maintenance expenses decreased $4 million, primarily related to labor overhead costs.
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Depreciation and Amortization
Total by Segment(a) Increase by Segment
Overall Ameren Increase of $98 Million
(a)Includes other/intersegment eliminations of $7 million and $4 million in 2023 and 2022, respectively.
Ameren Missouri Ameren Illinois Natural Gas Other/Intersegment Eliminations
Ameren Illinois Electric Distribution Ameren Transmission
The $98 million, $51 million, and $42 million increases in depreciation and amortization expenses in 2023, compared with 2022, at Ameren, Ameren Missouri, and Ameren Illinois, respectively, were primarily due to additional property, plant, and equipment across their respective segments.
In addition, Ameren’s and Ameren Missouri’s depreciation and amortization expenses were affected by the following, which include the effect of the additional investments in property, plant, and equipment:
•Increased depreciation and amortization of $51 million, due to the inclusion in base rates of amounts previously deferred under the PISA and RESRAM effective February 28, 2022, and July 9, 2023, pursuant to the December 2021 and June 2023 MoPSC electric rate orders, respectively.
•Depreciation and amortization rate changes pursuant to the electric rate orders noted above, which increased depreciation and amortization expenses by $17 million.
•Increased depreciation and amortization of $6 million, primarily because of electric system capital additions not eligible for deferral under PISA and RESRAM.
•The higher deferral, net of amortization of prior-period deferrals, pursuant to a tracker related to certain excess deferred income taxes, which decreased depreciation and amortization by $17 million.
•Depreciation and amortization expenses reflected a deferral to a regulatory asset of depreciation and amortization expenses pursuant to PISA and RESRAM. The amount of depreciation and amortization expenses included in base rates for PISA and RESRAM deferrals was updated when new customer rates became effective on February 28, 2022, pursuant to the December 2021 MoPSC electric rate order, which incorporated deferrals through September 30, 2021; and when new customer rates became effective July 9, 2023, pursuant to the June 2023 MoPSC electric rate order, which incorporated deferrals through December 31, 2022. The effect of higher deferrals, net of amortization of prior-period deferrals, decreased depreciation and amortization expenses by $5 million.
•The higher net under-recovery of RESRAM eligible expenses decreased depreciation and amortization expenses by $3 million.
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Taxes Other Than Income Taxes
Total by Segment(a) Increase (Decrease) by Segment
Overall Ameren Decrease of $17 Million
(a)Includes $8 million and $9 million at Ameren Transmission in 2023 and 2022, respectively, and other/intersegment eliminations of $12 million and $10 million in 2023and2022, respectively.
Ameren Missouri Ameren Illinois Natural Gas Other/Intersegment Eliminations
Ameren Illinois Electric Distribution Ameren Transmission
Taxes other than income taxes decreased $17 million in 2023, compared with 2022, largely because of a $14 million decrease in excise taxes at Ameren Illinois Natural Gas, primarily resulting from decreased sales revenues. Taxes other than income taxes also decreased $6 million and $2 million in 2023, at Ameren Missouri and Ameren Illinois, respectively, because of employee retention tax credits received under the Coronavirus Aid, Relief, and Economic Security Act. The decreases in taxes other than income taxes at Ameren Missouri were partially offset by a $4 million increase in excise taxes, primarily related to increased retail electric rates pursuant to the June 2023 MoPSC electric rate order.
See Excise Taxes in Note 15 – Supplemental Information under Part II, Item 8, of this report for additional information.
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Other Income, Net
Total by Segment Increase by Segment
Overall Ameren Increase of $122 Million
Ameren Missouri Ameren Illinois Natural Gas Other/Intersegment Eliminations
Ameren Illinois Electric Distribution Ameren Transmission
See Note 6 – Other Income, Net under Part II, Item 8, of this report for additional information. See Note 10 – Retirement Benefits under Part II, Item 8, of this report for more information on the non-service cost components of net periodic benefit income.
Ameren
Other income, net, increased $122 million in 2023, compared with 2022. In addition to changes discussed below, other income, net, increased $26 million, primarily because of a $30 million increase in the non-service cost component of net periodic benefit income for activity not reported as part of a segment, partially offset by a $3 million increase in charitable contributions.
Ameren Transmission
Other income, net, increased $11 million in 2023, compared with 2022, largely because of a $5 million increase in the allowance for equity funds used during construction, primarily resulting from a higher average monthly equity-to-debt ratio at ATXI, and higher average construction work in progress balances. Other income, net, also increased $3 million because of an increase in the non-service cost component of net periodic benefit income.
Ameren Missouri
Other income, net, increased $31 million in 2023, compared with 2022, primarily because of a $42 million increase in the non-service cost component of net periodic benefit income pursuant to the June 2023 MoPSC electric rate order, which reflected the effect of such increase in electric service rates effective July 9, 2023. Other income, net, also increased $6 million because of higher allowance for equity funds used during construction, resulting from higher average construction work in progress balances. Additionally, other income, net increased $6 million because of higher interest income on under-recovered asset balances associated with regulatory recovery mechanisms. These increases in other income, net, were partially offset by a decrease of $23 million in interest income on industrial development revenue bonds, as these bonds were settled in December 2022 and January 2023. See Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, of this report for additional information on the termination of the financing obligation agreements related to the investments in industrial development revenue bonds.
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Ameren Illinois
Other income, net, increased $60 million in 2023, compared with 2022, primarily because of increases in the non-service cost component of net periodic benefit income of $26 million, $11 million, and $3 million at Ameren Illinois Electric Distribution, Ameren Illinois Natural Gas, and Ameren Illinois Transmission, respectively. Other income, net, also increased $13 million at Ameren Illinois Electric Distribution because of higher interest income on under-recovered balances associated with regulatory recovery mechanisms.
Interest Charges
Total by Segment Increase by Segment
Overall Ameren Increase of $80 Million
Ameren Missouri Ameren Illinois Natural Gas Other/Intersegment Eliminations
Ameren Illinois Electric Distribution Ameren Transmission
Interest charges increased $80 million in 2023, compared with 2022, primarily because of the following items:
See Note 4 – Short-term Debt and Liquidity under Part II, Item 8, of this report and the Long-term Debt and Equity section below for additional information on short-term borrowings and long-term debt, respectively, discussed below. See Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, of this report for additional information on the termination of the financing obligation agreement discussed below.
Ameren
Interest charges increased $80 million in 2023, compared with 2022. In addition to changes by segments discussed below, interest charges increased $28 million for activity not reported as part of a segment, primarily because of a $23 million increase related to higher interest rates on increased levels of short-term borrowings at Ameren (parent). Interest charges for activity not reported as part of a segment also increased $5 million because of issuances of long-term debt at Ameren (parent) in November and December 2023.
Ameren Transmission
Interest charges increased $12 million in 2023, compared with 2022, primarily because of issuances of long-term debt in August and November 2022 and May 2023, which collectively increased interest charges by $17 million. The increases in 2023 were partially offset by a $8 million reduction to interest charges because of an increase in the borrowed funds capitalized as part of the allowance for funds used during construction, primarily due to increased average construction work in progress balances and a higher applicable borrowing rate.
Ameren Missouri
Interest charges increased $14 million in 2023, compared with 2022. The following items increased interest charges between years:
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•Issuances of long-term debt in April 2022 and March 2023 collectively increased interest charges by $27 million.
•Interest charges increased $11 million because of higher interest rates on increased levels of short-term borrowings.
•Interest charges reflected a deferral to a regulatory asset of interest charges pursuant to PISA and RESRAM. The amount of PISA and RESRAM deferrals included in base rates was updated when new customer rates became effective on February 28, 2022, pursuant to the December 2021 MoPSC electric rate order, which incorporated deferrals through September 30, 2021, and when new customer rates became effective July 9, 2023, pursuant to the June 2023 MoPSC electric rate order, which incorporated deferrals through December 31, 2022. Lower deferrals in 2023, due to the inclusion in base rates of interest associated with certain property, plant, and equipment previously deferred under the PISA and RESRAM, increased interest charges by $9 million.
The following items partially offset the above increases in interest charges between years:
•Interest charges decreased $23 million, primarily due to the termination of a financing obligation agreement related to the CT energy center in Audrain County. The decreases in interest charges associated with this agreement are offset by decreases in interest income on related industrial development revenue bonds, as discussed above.