AMEREN CORP

Collections from our tariff-based revenues are our principal source of cash provided by operating activities. A diversified retail customer mix, primarily consisting of rate-regulated residential, commercial, and industrial customers, provides us with a reasonably predictable source of cash. In addition to using cash provided by operating activities, we use available cash, drawings under committed credit agreements, commercial paper issuances, and/or, in the case of Ameren Missouri and Ameren Illinois, short-term affiliate borrowings to support normal operations and temporary capital requirements. We may reduce our short-term borrowings with cash provided by operations or, at our discretion, with long-term borrowings, or, in the case of Ameren Missouri and Ameren Illinois, with capital contributions from Ameren (parent). In addition, to support a portion of its fuel requirements for generation, Ameren Missouri has entered into various long-term commitments to meet these requirements. Ameren Missouri and Ameren Illinois also have entered into various long-term commitments for purchased power and natural gas for distribution. Ameren’s, Ameren Missouri’s, and Ameren Illinois’ estimated minimum purchase obligations associated with these commitments totaled $2.3 billion, $1.1 billion, and, $1.2 billion, respectively, which include $0.9 billion, $0.4 billion, and, $0.6 billion, respectively, in 2024.

We expect to make significant capital expenditures over the next five years, as discussed in the Capital Expenditures sections below, supported by a combination of long-term debt and equity, as we invest in our electric and natural gas utility infrastructure to support overall system reliability, grid modernization, renewable energy target requirements, environmental compliance, and other improvements. For additional information about our long-term debt outstanding, including maturities due within one year, and the applicable interest rates, see

Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, of this report. As part of its funding plan for capital expenditures, Ameren is using newly issued shares of common stock to satisfy requirements under the DRPlus and employee benefit plans and expects to continue to do so through at least 2028. Additionally, 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. During 2023, Ameren issued a total of 3.2 million shares of common stock and received aggregate proceeds of $299 million under the ATM program. As of December 31, 2023, Ameren had multiple forward sale agreements that could be settled under the ATM program with various counterparties relating to 2.9 million shares of common stock. Ameren expects to settle approximately $230 million of the forward sale agreements with physical delivery of 2.9 million shares of common stock by December 31, 2024. Including issuances under the DRPlus and employee benefit plans, Ameren plans to issue approximately $300 million of equity in 2024 and approximately $600 million of equity each year from 2025 to 2028. 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. Ameren expects its equity to total capitalization to support solid investment-grade credit ratings. See Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, of this report for additional information on the ATM program, including the forward sale agreements under the ATM program relating to common stock.

The following table presents net cash provided by (used in) operating, investing, and financing activities for the years ended December 31, 2023 and 2022:

(a) Both Ameren and Ameren Illinois’ cash provided by operating activities included cash outflows of $123 million and $104 million for the FEJA electric energy-efficiency rider and $9 million and $5 million for the customer generation rebate program in 2023 and 2022, respectively.

Cash Flows from Operating Activities

Our cash provided by operating activities is affected by fluctuations of trade accounts receivable, inventories, and accounts and wages payable, among other things, as well as the unique regulatory environment for each of our businesses. Substantially all expenditures related to fuel, purchased power, and natural gas purchased for resale are recovered from customers through rate adjustment mechanisms, which may be adjusted without a traditional regulatory rate review, subject to prudence reviews. Similar regulatory mechanisms exist for certain other operating expenses that can also affect the timing of cash provided by operating activities. The timing of cash payments for costs recoverable under our regulatory mechanisms differs from the recovery period of those costs. Additionally, the seasonality of our electric and natural gas businesses, primarily caused by seasonal customer rates and changes in customer demand due to weather, significantly affects the amount and timing of our cash provided by operating activities. See Note 2 – Rate and Regulatory Matters under Part II, Item 8, of this report for more information about our regulatory frameworks.

As a result of the significant increase in customer demand and prices for natural gas and electricity experienced in mid-February 2021 due to extremely cold weather, Ameren Missouri and Ameren Illinois had under-recovered costs for the month of February 2021 under their PGA clauses and, for Ameren Missouri, under the FAC (Ameren Missouri - PGA $53 million, FAC $50 million; Ameren Illinois - PGA $221 million). Ameren Missouri’s PGA under-recovery is being collected from customers over 36 months beginning November 2021, pursuant to an October 2021 MoPSC order, and the FAC under-recovery was collected over eight months beginning October 2021. Ameren Illinois collected the PGA under-recovery over 18 months beginning April 2021.

Ameren

Ameren’s cash provided by operating activities increased $301 million in 2023, compared with 2022. The following items contributed to the increase:

•A $372 million increase in customer collections, primarily from base rate increases effective February 28, 2022, and July 9, 2023, pursuant to Ameren Missouri’s December 2021 and June 2023 MoPSC electric rate orders, respectively, electric transmission rate base growth, and an increase attributable to non-PGA regulatory mechanisms, partially offset by a decrease under Ameren Illinois’ PGA resulting from the 2022 recovery of costs for the mid-February 2021 weather event discussed above.

•A $211 million decrease in net collateral posted with counterparties, primarily due to changes in the market prices of power, natural gas, and other fuels.

•A $66 million decrease in the cost of natural gas held in storage, primarily at Ameren Illinois, because of lower commodity prices.

The following items partially offset the increase in Ameren’s cash from operating activities between periods:

•A $70 million increase in interest payments, primarily due to an increase in the average outstanding debt and an increase in interest rates. This $70 million increase in interest payments includes a $24 million decrease in interest payments from financing obligations at Ameren Missouri that 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.

•A $65 million increase in coal inventory levels at Ameren Missouri, primarily due to fewer transportation delays and less coal burned in 2023 as a result of decreased generation volumes, which were affected by reduced generation at the Rush Island Energy Center, lower market prices for capacity and energy, and decreased retail load because of warmer winter and milder spring and summer temperatures.

•A $35 million increase in labor costs and payments to contractors primarily due to major storm restoration costs, primarily at Ameren Illinois, due to major storms in late June, July, and August 2023.

•A $25 million decrease due to the timing of payments for accounts payable and prepaid expenses.

•A $25 million decrease due to the timing of payments received from the DOE for the annual reimbursement of spent nuclear fuel storage and related costs.

•A $24 million decrease in interest collections on industrial revenue bonds at Ameren Missouri, 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.

•A $23 million increase in workers’ compensation payments at Ameren Illinois.

•An $11 million increase in property tax payments at Ameren Missouri, primarily due to higher assessed property tax values.

Ameren Missouri’s cash provided by operating activities increased $211 million in 2023, compared with 2022. The following items contributed to the increase:

•A $239 million increase in customer collections, primarily from base rate increases effective February 28, 2022, and July 9, 2023, pursuant to the December 2021 and June 2023 MoPSC electric rate orders, respectively, and an increase attributable to regulatory mechanisms.

•A $131 million decrease in net collateral posted with counterparties, primarily due to changes in the market prices of power, natural gas, and other fuels.

•A $5 million decrease in interest payments, primarily due to a $24 million decrease in interest payments from financing obligations that 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, partially offset by an increase in interest payments due to an increase in the average outstanding debt and an increase in interest rates.

The following items partially offset the increase in Ameren Missouri’s cash from operating activities between periods:

•A $65 million increase in coal inventory levels, primarily due to fewer transportation delays and less coal burned in 2023 as a result of decreased generation volumes, which were affected by reduced generation at the Rush Island Energy Center, lower market prices for capacity and energy, and decreased retail load because of warmer winter and milder spring and summer temperatures.

•A $25 million decrease due to the timing of payments received from the DOE for the annual reimbursement of spent nuclear fuel storage and related costs.

•A $24 million decrease in interest collections on industrial 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.

•A $16 million decrease due to the timing of payments for accounts payable and prepaid expenses.

•An $11 million increase in property tax payments, primarily due to higher assessed property tax values.

•A $7 million increase in major storm restoration costs, primarily due to major storms in July and August 2023.

Ameren Illinois’ cash provided by operating activities increased $50 million in 2023, compared with 2022. The following items contributed to the increase:

•A $145 million increase in customer collections, primarily from electric transmission rate base growth and an increase attributable to non-PGA regulatory recovery mechanisms, partially offset by a decrease under the PGA resulting from the recovery in 2022 of costs for the mid-February 2021 weather event discussed above.

•An $83 million decrease in net collateral posted with counterparties, primarily due to changes in the market prices of power and natural gas.

•A $63 million decrease in the cost of natural gas held in storage because of lower commodity prices.

The following items partially offset the increase in Ameren Illinois’ cash from operating activities between periods:

•A $79 million decrease resulting from income tax payments to Ameren (parent) pursuant to the tax allocation agreement, primarily due to higher taxable income in 2023.

•A $64 million decrease due to the timing of payments for accounts payable and prepaid expenses.

•A $43 million increase in interest payments, primarily due to an increase in the average outstanding debt and an increase in interest rates.

•A $28 million increase in labor costs and payments to contractors primarily due to major storm restoration costs due to major storms in late June, July, and August 2023.

•A $23 million increase in workers’ compensation payments.

Cash Flows from Investing Activities

Ameren’s cash used in investing activities increased $428 million during 2023, compared with 2022, primarily as a result of a $246 million increase in capital expenditures, largely resulting from increased storm-related expenditures at Ameren Missouri and Ameren Illinois and electric transmission upgrades at ATXI. ATXI’s capital expenditures increased $56 million. Also, cash used in investing activities increased at Ameren Missouri, due to increased nuclear fuel expenditures of $145 million and the absence of receipt of $21 million in insurance proceeds in 2022 for the Callaway Energy Center’s generator.

Ameren Missouri’s cash used in investing activities increased $257 million during 2023, compared with 2022, primarily due to increased nuclear fuel expenditures for future refuels of $174 million in 2023 compared to $29 million in 2022. Also, cash used in investing activities increased $70 million as a result of increased capital expenditures, largely resulting from an increase in storm-related expenditures of $58 million. In addition, cash used in investing activities increased due to the absence of receipt of $21 million in insurance proceeds in 2022 for the Callaway Energy Center’s generator.

Ameren Illinois’ cash used in investing activities increased $131 million during 2023, compared with 2022, due to an increase in capital expenditures, largely resulting from increased storm-related expenditures of $103 million.

Capital Expenditures

The following charts present our capital expenditures for the years ended December 31, 2023 and 2022:

(a)Includes Other capital expenditures of $(18) million and $(9) million for the years ended December 31, 2023 and 2022, respectively, which includes amounts for the elimination of intercompany transfers.

Ameren’s 2023 capital expenditures consisted of expenditures made by its subsidiaries, including $124 million by ATXI and other electric transmission subsidiaries. Ameren Illinois Natural Gas capital expenditures for 2023 included $165 million related to natural gas projects eligible for QIP recovery. Ameren’s 2022 capital expenditures consisted of expenditures made by its subsidiaries, including $69 million by ATXI and other electric transmission subsidiaries. Ameren Illinois Natural Gas capital expenditures for 2022 included $183 million related to natural gas projects eligible for QIP recovery. In both years, other capital expenditures were made principally to maintain, upgrade, and improve the reliability of the transmission and distribution systems of Ameren Missouri and Ameren Illinois by investing in substation upgrades, energy center projects, and smart-grid technology. Additionally, the Ameren Companies invested in various software projects.

The following table presents Ameren’s estimate of capital expenditures that will be incurred from 2024 through 2028, including construction expenditures, allowance for funds used during construction, and expenditures for compliance with existing environmental regulations:

Ameren Missouri’s estimated capital expenditures include transmission, distribution, grid modernization, and generation-related investments, including $3.3 billion of renewable generation investments and $2.7 billion of dispatchable generation investments through 2028, consistent with Ameren Missouri’s 2023 IRP, as well as expenditures for compliance with environmental regulations. Capital expenditures related to coal-fired generation of approximately $0.9 billion are included in Ameren Missouri’s estimated capital expenditures through 2028. Ameren Illinois’ estimated capital expenditures are primarily for electric and natural gas transmission and distribution-related investments, including investments 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.

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 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.

Ameren Missouri continually reviews its generation portfolio and expected power needs. As a result, Ameren Missouri could modify its plan for generation capacity, the type of generation asset technology that will be employed, and whether capacity or power may be purchased, among other changes. Additionally, we continually review the reliability of our transmission and distribution systems, expected capacity needs, and opportunities for transmission investments within and outside our service territories. The timing and amount of investments could vary because of changes in expected capacity, the condition of transmission and distribution systems, future rate orders, and our ability and willingness to pursue transmission investments, as well as our ability to obtain necessary regulatory approvals, among other factors. Any changes in future generation, transmission, or distribution needs could result in significant changes in capital expenditures or losses, which could be material. Compliance with environmental regulations could also have significant impacts on the level of capital expenditures.

Environmental Capital Expenditures

Ameren Missouri will continue to incur costs to comply with federal and state regulations, including those requiring the reduction of SO 2, NOx, and mercury emissions from its coal-fired energy centers, compliance with the CCR Rule, and potential modifications to cooling water intake structures at existing power plants under Clean Water Act rules. See Note 14 – Commitments and Contingencies under Part II, Item 8, of this report for a discussion of existing and proposed environmental laws that affect, or may affect, our facilities and capital expenditures to comply with such laws.

Cash Flows from Financing Activities

Cash provided by, or used in, financing activities is a result of our financing needs, which depend on the level of cash provided by operating activities, the level of cash used in investing activities, the level of dividends, and our long-term debt maturities, among other things.

Ameren’s cash provided by financing activities increased $122 million during 2023, compared with 2022. During 2023, Ameren utilized net proceeds of $2.3 billion of long-term debt for general corporate purposes, for capital expenditures, to repay then-outstanding short-term debt, and to repay $100 million of maturities of long-term debt. Ameren also repaid net commercial paper borrowings totaling$533 million. In addition, Ameren utilized aggregate cash proceeds of $346 million from the issuance of common stock under the ATM program, the DRPlus, and the 401(k) plan, and cash provided by operating activities to fund, in part, capital expenditures. In comparison, in 2022, Ameren utilized proceeds from the issuance of $1.5 billion of long-term debt to repay then-outstanding short-term debt, for capital expenditures, and to repay $505 million of maturities of long-term debt. Ameren also received aggregate cash proceeds of$333 million from the issuance of common stock under the ATM program, the DRPlus, and the 401(k) plan, and$522 million from net commercial paper issuances. These proceeds were used to fund, in part, capital expenditures. During 2023, Ameren paid common stock dividends of $662 million, compared with $610 million in dividend payments in 2022.

Ameren Missouri’s cash provided by financing activities increased $38 million during 2023, compared with 2022. During 2023, Ameren Missouri utilized net proceeds of $499 million from the issuance of long-term debt for capital expenditures and to repay then-outstanding short-term debt. Ameren Missouri also repaid net commercial paper borrowings totaling $159 million. In addition, Ameren Missouri utilized net proceeds of $306 million from money pool borrowings along with cash provided by operating activities to fund, in part, capital expenditures. In comparison, in 2022, Ameren Missouri utilized net proceeds of $524 million from the issuance of long-term debt to repay then-outstanding short-term debt and for capital expenditures. Ameren Missouri also utilized proceeds from net commercial paper issuances of $164 million along with cash provided by operating activities to fund, in part, capital expenditures. During 2023, Ameren Missouri paid common stock dividends of $9 million, compared with $46 million in dividend payments in 2022.

Ameren Illinois’ cash provided by financing activities increased $66 million during 2023, compared with 2022. During 2023, Ameren Illinois utilized net proceeds of $498 million from the issuance of long-term debt to repay then-outstanding short-term debt and $100 million of long-term debt maturities. In addition, Ameren Illinois utilized proceeds from net commercial paper issuances of $102 million, proceeds of $135 million from money pool borrowings, and capital contributions from Ameren (parent) of $91 million along with cash provided by operating activities to fund, in part, capital expenditures. In comparison, in 2022, Ameren Illinois utilized net proceeds of $848 million from the issuance of long-term debt to repay $400 million of maturities of long-term debt and to repay a portion of then-outstanding short-term debt. Additionally, the proceeds from the issuance of long-term debt, proceeds from net commercial paper issuances of $161 million, capital contributions from Ameren (parent) of $15 million, and cash provided by operating activities were used to fund, in part, capital expenditures. During 2023, Ameren Illinois paid common stock dividends of $41 million.

Credit Facility Borrowings and Liquidity

The liquidity needs of the Ameren Companies are typically supported through the use of available cash, drawings under committed credit agreements, commercial paper issuances, and/or, in the case of Ameren Missouri and Ameren Illinois, short-term affiliate borrowings. See Note 4 – Short-term Debt and Liquidity under Part II, Item 8, of this report for additional information on credit agreements, commercial paper issuances, Ameren’s money pool arrangements and related borrowings, and relevant interest rates.

The following table presents Ameren’s consolidated net available liquidity as of December 31, 2023:

(a) The maximum aggregate amount available to both Ameren (parent) and Ameren Missouri under the Missouri Credit Agreement is $1 billion.

(b) The maximum aggregate amount available to Ameren (parent) and Ameren Illinois under the Illinois Credit Agreement is $700 million and $1 billion, respectively.

The Credit Agreements, among other things, provide $2.6 billion of credit until maturity in December 2027. See Note 4 – Short-term Debt and Liquidity under Part II, Item 8, of this report for additional information on the Credit Agreements. During the year ended December 31, 2023, Ameren (parent), Ameren Missouri, and Ameren Illinois each issued commercial paper. Borrowings under the Credit Agreements and commercial paper issuances are based upon available interest rates at that time of the borrowing or issuance.

Ameren has a money pool agreement with and among its utility subsidiaries to coordinate and to provide for certain short-term cash and working capital requirements. As short-term capital needs arise, and based on availability of funding sources, Ameren Missouri and Ameren Illinois will access funds from the utility money pool, the Credit Agreements, or the commercial paper programs depending on which option has the lowest interest rates.

The issuance of short-term debt securities by Ameren’s utility subsidiaries is subject to FERC approval under the Federal Power Act. In January 2023, the FERC issued orders authorizing Ameren Missouri, Ameren Illinois, and ATXI to issue up to $1 billion, $1 billion, and $300 million, respectively, of short-term debt securities through January 2025.

The Ameren Companies continually evaluate the adequacy and appropriateness of their liquidity arrangements for changing business conditions. When business conditions warrant, changes may be made to existing credit agreements or to other short-term borrowing arrangements, or other arrangements may be made.

Long-term Debt and Equity

The following table presents Ameren’s issuances (net of any issuance premiums or discounts) of long-term debt and equity, as well as redemptions and maturities of long-term debt for the years ended December 31, 2023 and 2022. For additional information related to the terms and uses of these issuances and effective registration statements, and Ameren’s forward sale agreements relating to common stock, see Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, of this report. For information on capital contributions received by Ameren Missouri and Ameren Illinois from Ameren (parent), see Note 13 – Related-party Transactions under Part II, Item 8, of this report.

(a) Ameren Missouri and Ameren Illinois intend to allocate an amount equal to the net proceeds to sustainability projects meeting certain eligibility criteria.

(b) Ameren issued a total of 0.6 million and 0.5 million shares of common stock under its DRPlus and 401(k) plan in 2023 and 2022, respectively.

(c) Excludes a $7 million and $8 million receivable at December 31, 2023 and 2022, respectively.

(d) Ameren issued 3.2 million and 3.4 million shares of common stock under the ATM program in 2023 and 2022, respectively.

(e) Excludes 0.5 million and 0.4 million shares of common stock valued at $40 million and $31 million issued for no cash consideration in connection with stock-based compensation in 2023 and 2022, respectively.

In January 2024, Ameren Missouri issued $350 million of 5.25% first mortgage bonds due January 2054, with interest payable semiannually on January 15 and July 15 of each year, beginning July 15, 2024. Net proceeds from this issuance were used for capital expenditures and to repay short-term debt.

The Ameren Companies may sell securities registered under their effective registration statements if market conditions and capital requirements warrant such sales. Any offer and sale will be made only by means of a prospectus that meets the requirements of the Securities Act of 1933 and the rules and regulations thereunder.

Indebtedness Provisions and Other Covenants

At December 31, 2023, the Ameren Companies were in compliance with the provisions and covenants contained within their credit agreements, indentures, and articles of incorporation, as applicable, and ATXI was in compliance with the provisions and covenants contained in its note purchase agreements. See Note 4 – Short-term Debt and Liquidity and Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, of this report for a discussion of covenants and provisions (and applicable cross-default provisions) contained in our credit agreements, certain of the Ameren Companies’ indentures and articles of incorporation, and ATXI’s note purchase agreements.

We consider access to short-term and long-term capital and credit markets to be a significant source of funding for capital requirements not satisfied by cash provided by our operating activities. Inability to raise capital on reasonable terms, particularly during times of uncertainty in the capital and credit markets, could negatively affect our ability to maintain and expand our businesses. After assessing its current operating performance, liquidity, and credit ratings (see Credit Ratings below), Ameren, Ameren Missouri, and Ameren Illinois each believes that it will continue to have access to the capital and credit markets on reasonable terms. However, events beyond Ameren’s, Ameren Missouri’s, and Ameren Illinois’ control may create uncertainty in the capital and credit markets or make access to the capital and credit markets uncertain or limited. Such events could increase our cost of capital and adversely affect our ability to access the capital and credit markets.

Dividends

Ameren paid to its shareholders common stock dividends totaling $662 million, or $2.52 per share, in 2023 and $610 million, or $2.36 per share, in 2022. The amount and timing of dividends payable on Ameren’s common stock are within the sole discretion of Ameren’s board of directors. Ameren’s board of directors has not set specific targets or payout parameters when declaring common stock dividends, but it considers various factors, including Ameren’s overall payout ratio, payout ratios of our peers, projected cash flow and potential future cash flow requirements, historical earnings and cash flow, projected earnings, impacts of regulatory orders or legislation, and other key business considerations. Ameren expects its dividend payout ratio to be between 55% and 65% of earnings over the next few years. On February 9, 2024, the board of directors of Ameren declared a quarterly dividend on Ameren’s common stock of 67 cents per share, payable on March 29, 2024, to shareholders of record on March 13, 2024.

Certain of our financial agreements and corporate organizational documents contain covenants and conditions that, among other things, restrict the Ameren Companies’ payment of dividends in certain circumstances.

Ameren Illinois’ articles of incorporation require its dividend payments on common stock to be based on ratios of common stock to total capitalization and other provisions with respect to certain operating expenses and accumulations of earned surplus. Additionally, Ameren has committed to the FERC to maintain a minimum of 30% equity in the capital structure at Ameren Illinois.

Ameren Missouri and Ameren Illinois, as well as certain other nonregistrant Ameren subsidiaries, are subject to Section 305(a) of the Federal Power Act, which makes it unlawful for any officer or director of a public utility, as defined in the Federal Power Act, to participate in the making or paying of any dividend from any funds “properly included in capital account.” The FERC has consistently interpreted the provision to allow dividends to be paid as long as (1) the source of the dividends is clearly disclosed, (2) the dividends are not excessive, and (3) there is no self-dealing on the part of corporate officials. At a minimum, Ameren believes that dividends can be paid by its subsidiaries that are public utilities from net income and from retained earnings. In addition, under Illinois law, Ameren Illinois and ATXI may not pay any dividend on their respective stock unless, among other things, their respective earnings and earned surplus are sufficient to declare and pay a dividend after provisions are made for reasonable and proper reserves, or unless Ameren Illinois or ATXI has specific authorization from the ICC.

At December 31, 2023, the amount of restricted net assets of Ameren’s subsidiaries that may not be distributed to Ameren in the form of a loan or dividend was $4.6 billion.

The following table presents common stock dividends declared and paid by Ameren Corporation to its common shareholders and by Ameren subsidiaries to their parent, Ameren:

Ameren Missouri and Ameren Illinois each have issued preferred stock, which provide for cumulative dividends. Each company’s board of directors considers the declaration of preferred stock dividends to shareholders of record on a certain date, stating the date on which the dividend is payable and the amount to be paid. See Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, of this report for further detail concerning the preferred stock issuances.

Credit Ratings

Our credit ratings affect our liquidity, our access to the capital and credit markets and credit markets, our cost of borrowing under our credit facilities and our commercial paper programs, and our collateral posting requirements under commodity contracts.

The following table presents the principal credit ratings of the Ameren Companies by Moody’s and S&P effective on the date of this report:

A credit rating is not a recommendation to buy, sell, or hold securities. It should be evaluated independently of any other rating. Ratings are subject to revision or withdrawal at any time by the rating organization.

Collateral Postings

Any weakening of our credit ratings may reduce access to capital and trigger additional collateral postings and prepayments. Such changes may also increase the cost of borrowing, resulting in an adverse effect on earnings. Cash collateral postings and prepayments made with external parties, including postings related to exchange-traded contracts, were immaterial, and cash collateral posted by external parties were $53 million for Ameren and Ameren Illinois at December 31, 2023. A sub-investment-grade issuer or senior unsecured debt rating (below “Baa3” from Moody’s or below “BBB-” from S&P) at December 31, 2023, could have resulted in Ameren, Ameren Missouri, or Ameren Illinois being required to post additional collateral or other assurances for certain trade and contractual obligations amounting to $685 million, $604 million, and $81 million, respectively.

Changes in commodity prices could trigger additional collateral postings and prepayments. Based on credit ratings at December 31, 2023, if market prices were 15% higher or lower than December 31, 2023 levels in the next 12 months and 20% higher or lower thereafter through the end of the term of the commodity contracts, then Ameren, Ameren Missouri, or Ameren Illinois could be required to post an immaterial amount, compared to each company’s liquidity, of collateral or provide other assurances for certain trade and contractual obligations.

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. See Note 14 – Commitments and Contingencies under Part II, Item 8, of this report for a discussion of existing and proposed environmental laws, including those that relate to climate change, that affect, or may affect, our facilities, operations, and capital expenditures to comply with such laws. 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.

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.

We provide information regarding our sustainability initiatives through our website, including in our annual sustainability report, our responses to the annual climate change and water surveys conducted by CDP, and a sustainability investor presentation. In addition, we issue an annual report in accordance with the Edison Electric Institute’s (EEI) and American Gas Association’s (AGA) ESG and sustainability-related reporting program. We also issue a periodic climate risk report and a report on our management of CCR. Additionally, we have posted a Task Force on Climate-related Financial Disclosures (TCFD) and Sustainability Accounting Standards Board (SASB) mapping of sustainability data. The reports may be updated at any time. The information on Ameren’s website, including the reports and documents mentioned in this paragraph, is not incorporated by reference into this report.