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Long-Term Debt And Equity Financings
 12 Months Ended
Dec. 31, 2022
Long-Term Debt And Equity Financings [Abstract]  
LONG-TERM DEBT AND EQUITY FINANCINGS LONG-TERM DEBT AND EQUITY FINANCINGS
The following table presents long-term debt outstanding, including maturities due within one year, as of December 31, 2022 and 2021:
20222021
Ameren (Parent):
2.50% Senior unsecured notes due 2024
$450 $450 
3.65% Senior unsecured notes due 2026
350 350 
1.95% Senior unsecured notes due 2027
500 500 
1.75% Senior unsecured notes due 2028
450 450 
3.50% Senior unsecured notes due 2031
800 800 
Total long-term debt, gross2,550 2,550 
Less: Unamortized discount and premium(2)(2)
Less: Unamortized debt issuance costs(12)(15)
Long-term debt, net$2,536 $2,533 
Ameren Missouri:
Bonds and notes:
1.60% 1992 Series bonds due 2022(a)
$— $47 
3.50% Senior secured notes due 2024(b)
350 350 
2.95% Senior secured notes due 2027(b)
400 400 
3.50% First mortgage bonds due 2029(d)
450 450 
2.95% First mortgage bonds due 2030(d)
465 465 
2.15% First mortgage bonds due 2032(d)
525 525 
2.90% 1998 Series A bonds due 2033(a)
60 60 
2.90% 1998 Series B bonds due 2033(a)
50 50 
2.75% 1998 Series C bonds due 2033(a)
50 50 
5.50% Senior secured notes due 2034(b)
184 184 
5.30% Senior secured notes due 2037(b)
300 300 
8.45% Senior secured notes due 2039(b)(c)
350 350 
3.90% Senior secured notes due 2042(b)(c)
485 485 
3.65% Senior secured notes due 2045(b)
400 400 
4.00% First mortgage bonds due 2048(d)
425 425 
3.25% First mortgage bonds due 2049(d)
330 330 
2.625% First mortgage bonds due 2051(d)
550 550 
3.90% First mortgage bonds due 2052(d)
525 — 
Finance obligations:
City of Bowling Green agreement (Peno Creek CT) due 2022(e)
— 8 
Audrain County agreement (Audrain County CT) due 2023(e)
240 240 
Total long-term debt, gross6,139 5,669 
Less: Unamortized discount and premium(12)(12)
Less: Unamortized debt issuance costs(41)(38)
Less: Maturities due within one year(240)(55)
Long-term debt, net$5,846 $5,564 
20222021
Ameren Illinois:
Bonds and notes:
2.70% Senior secured notes due 2022(f)
$— $400 
0.375% First mortgage bonds due 2023(g)
100 100 
3.25% Senior secured notes due 2025(f)
300 300 
6.125% Senior secured notes due 2028(f)
60 60 
3.80% First mortgage bonds due 2028(g)
430 430 
1.55% First mortgage bonds due 2030(g)
375 375 
3.85% First mortgage bonds due 2032(g)
500 — 
6.70% Senior secured notes due 2036(f)
61 61 
6.70% Senior secured notes due 2036(f)
42 42 
4.80% Senior secured notes due 2043(f)
280 280 
4.30% Senior secured notes due 2044(f)
250 250 
4.15% Senior secured notes due 2046(f)
490 490 
3.70% First mortgage bonds due 2047(g)
500 500 
4.50% First mortgage bonds due 2049(g)
500 500 
3.25% First mortgage bonds due 2050(g)
300 300 
2.90% First mortgage bonds due 2051(g)
350 350 
5.90% First mortgage bonds due 2052(g)
350 — 
Total long-term debt, gross4,888 4,438 
Less: Unamortized discount and premium(9)(7)
Less: Unamortized debt issuance costs(44)(39)
Less: Maturities due within one year(100)(400)
Long-term debt, net$4,735 $3,992 
ATXI:
2.45% Senior unsecured notes due 2036(h)
$75 $75 
3.43% Senior unsecured notes due 2050(i)
400 450 
2.96% Senior unsecured notes due 2052(j)
95 — 
Total long-term debt, gross570 525 
Less: Unamortized debt issuance costs(2)(2)
Less: Maturities due within one year— (50)
Long-term debt, net$568 $473 
Ameren consolidated long-term debt, net$13,685 $12,562 
(a)These bonds are collaterally secured by first mortgage bonds issued by Ameren Missouri under the Ameren Missouri mortgage indenture and have a fall-away lien provision similar to that of Ameren Missouri’s senior secured notes.
(b)These notes are collaterally secured by first mortgage bonds issued by Ameren Missouri under the Ameren Missouri mortgage indenture. The notes have a fall-away lien provision and will remain secured only as long as any first mortgage bonds issued under the Ameren Missouri mortgage indenture remain outstanding. Redemption, purchase, or maturity of all first mortgage bonds, including first mortgage bonds currently outstanding and any that may be issued in the future, would result in a release of the first mortgage bonds currently securing these notes, at which time these notes would become unsecured obligations. Considering the 2052 maturity of the 3.90% first mortgage bonds and the restrictions preventing a release date to occur that are attached to certain senior secured notes described in footnote (c) below, Ameren Missouri does not expect the first mortgage lien protection associated with these notes to fall away.
(c)Ameren Missouri has agreed that so long as any of the 3.90% senior secured notes due 2042 are outstanding, Ameren Missouri will not permit a release date to occur, and so long as any of the 8.45% senior secured notes due 2039 are outstanding, Ameren Missouri will not optionally redeem, purchase, or otherwise retire in full the outstanding first mortgage bonds not subject to release provisions.
(d)These bonds are first mortgage bonds issued by Ameren Missouri under the Ameren Missouri bond indenture. They are secured by substantially all Ameren Missouri property and franchises.
(e)Payments due related to the financing obligations were paid to a trustee, which is authorized to utilize the cash only to pay equal amounts due to Ameren Missouri under related bonds issued by the city/county and held by Ameren Missouri. The timing and amounts of payments due from Ameren Missouri under the agreements were equal to the timing and amount of bond service payments due to Ameren Missouri, resulting in no net cash flow. The balance of the financing obligations and the related investments in debt securities was $240 million and $248 million, respectively, as of December 31, 2022 and 2021. The investments were recorded in “Investments in industrial development revenue bonds” as of December 31, 2022, and primarily recorded in “Other assets” as of December 31, 2021. See below for additional information on these financing obligations.
(f)These notes are collaterally secured by first mortgage bonds issued by Ameren Illinois under the Ameren Illinois mortgage indenture. The notes have a fall-away lien provision and will remain secured only as long as any first mortgage bonds issued under its mortgage indenture remain outstanding. Redemption, purchase, or maturity of all first mortgage bonds, including first mortgage bonds currently outstanding and any that may be issued in the future, would result in a release of the first mortgage bonds currently securing these notes, at which time these notes would become unsecured obligations. Considering the 2052 maturity date of the 5.90% first mortgage bonds, Ameren Illinois does not expect the first mortgage lien protection associated with these notes to fall away.
(g)These bonds are first mortgage bonds issued by Ameren Illinois under the Ameren Illinois mortgage indenture. They are secured by substantially all Ameren Illinois property and franchises.
(h)The following table presents the principal maturities schedule for the 2.45% senior unsecured notes due 2036:
Payment DatePrincipal Payment
November 2029$30
November 203645
Total$75
(i)The following table presents the principal maturities schedule for the 3.43% senior unsecured notes due 2050:
Payment DatePrincipal Payment
August 2024$49
August 202750
August 203049
August 203250
August 203849
August 204377
August 205076
Total$400
(j)The following table presents the principal maturities schedule for the 2.96% senior unsecured notes due 2052:
Payment DatePrincipal Payment
August 2040$45
August 205250
Total$95
The following table presents the aggregate maturities of long-term debt, including current maturities, at December 31, 2022:
Ameren
(parent)(a)
 Ameren
Missouri(a)
 Ameren
Illinois(a)
 ATXI(a)
Ameren
Consolidated(a)
2023$— $240 $100 $— $340 
2024450 350 — 49 849 
2025— — 300 — 300 
2026350 — — — 350 
2027500 400 — 50 950 
Thereafter1,250 5,149 4,488 471 11,358 
Total$2,550 $6,139 $4,888 $570 $14,147 
(a)Excludes unamortized discount, premium, and debt issuance costs of $14 million, $53 million, $53 million, and $2 million at Ameren (parent), Ameren Missouri, Ameren Illinois, and ATXI, respectively.
All classes of Ameren Missouri’s and Ameren Illinois’ preferred stock are entitled to cumulative dividends, have voting rights, and are not subject to mandatory redemption. The preferred stock of Ameren’s subsidiaries is included in “Noncontrolling Interests” on Ameren’s consolidated balance sheet. The following table presents the outstanding preferred stock of Ameren Missouri and Ameren Illinois, which is redeemable at the option of the issuer, at the prices shown below as of December 31, 2022 and 2021:
Shares OutstandingRedemption Price (per share)20222021
Ameren Missouri:
Without par value and stated value of $100 per share, 25 million shares authorized
$3.50 Series
130,000 shares$110.00 $13 $13 
$3.70 Series
40,000 shares104.75 4 4 
$4.00 Series
150,000 shares105.625 15 15 
$4.30 Series
40,000 shares105.00 4 4 
$4.50 Series
213,595 shares110.00 
(a)
21 21 
$4.56 Series
200,000 shares102.47 20 20 
$4.75 Series
20,000 shares102.176 2 2 
$5.50 Series A
14,000 shares110.00 1 1 
Total $80 $80 
Ameren Illinois:
With par value of $100 per share, 2 million shares authorized
4.00% Series
144,275 shares$101.00 $14 $14 
4.08% Series
45,224 shares103.00 5 5 
4.20% Series
23,655 shares104.00 2 2 
4.25% Series
50,000 shares102.00 5 5 
4.26% Series
16,621 shares103.00 2 2 
4.42% Series
16,190 shares103.00 2 2 
4.70% Series
18,429 shares104.30 2 2 
4.90% Series
73,825 shares102.00 7 7 
4.92% Series
49,289 shares103.50 5 5 
5.16% Series
50,000 shares102.00 5 5 
Total $49 $49 
Total Ameren $129 $129 
(a)In the event of voluntary liquidation, $105.50.
Ameren has 100 million shares of $0.01 par value preferred stock authorized, with no such shares outstanding. Ameren Missouri has 7.5 million shares of $1 par value preference stock authorized, with no such shares outstanding. Ameren Illinois has 2.6 million shares of no par value preferred stock authorized, with no such shares outstanding.
Ameren
Under the DRPlus and its 401(k) plan, Ameren issued 0.5 million, 0.5 million, and 0.7 million shares of common stock in 2022, 2021, and 2020, respectively, and received proceeds of $41 million, $47 million, and $51 million for the respective years, and had a receivable of $8 million as of December 31, 2022. In addition, Ameren issued 0.4 million, 0.5 million, and 0.5 million shares of common stock valued at $31 million, $33 million, and $38 million in 2022, 2021, 2020, respectively, for no cash consideration in connection with stock-based compensation.
In May 2020, Ameren filed a Form S-3 registration statement with the SEC, authorizing the offering of 4 million additional shares of its common stock under the DRPlus, which expires in May 2023. Shares of common stock sold under the DRPlus are, at Ameren’s option, newly issued shares, treasury shares, or shares purchased in the open market or in privately negotiated transactions.
In October 2020, Ameren, Ameren Missouri, and Ameren Illinois filed a Form S-3 shelf registration statement with the SEC, registering the issuance of an unspecified amount of certain types of securities. This registration statement expires in October 2023.
In October 2018, Ameren filed a Form S-8 registration statement with the SEC, authorizing the offering of 4 million additional shares of its common stock under its 401(k) plan. Shares of common stock issuable under the 401(k) plan are, at Ameren’s option, newly issued shares, treasury shares, or shares purchased in the open market or in privately negotiated transactions.
In May 2021, Ameren entered into an equity distribution sales agreement pursuant to which Ameren may offer and sell from time to time up to $750 million of its common stock through an ATM program, which includes the ability to enter into forward sales agreements. In November 2022, Ameren increased the amount of common stock available for sale under the ATM program by $1 billion. Under the ATM,
Ameren issued 3.4 million and 1.8 million shares of common stock and received proceeds of $292 million and $148 million in 2022 and 2021, respectively. These proceeds were net of $3 million and $2 million, respectively, in compensation paid to selling agents. As of December 31, 2022, Ameren had approximately $1 billion of common stock available for sale under the ATM program, which takes into account the forward sale agreements in effect as of December 31, 2022, discussed below.
As of January 31, 2023, Ameren had multiple forward sale agreements that could be settled under the ATM program with various counterparties relating to 3.4 million shares of common stock.
Related to the forward sale agreements outstanding as of December 31, 2022, these agreements can be settled at Ameren’s discretion on or prior to dates ranging from January 10, 2024 to March 8, 2024. On a settlement date or dates, if Ameren elects to physically settle a forward sale agreement, Ameren will issue shares of common stock to the counterparties at the then-applicable forward sale price. The initial forward sale price for the agreements ranged from $90.77 to $94.80, with an average initial forward sale price of $92.91. Each forward sale price is subject to adjustment based on a floating interest rate factor equal to the overnight bank funding rate less a spread of 75 basis points, and will be subject to decrease on certain dates specified in the forward sale agreements by specified amounts related to expected dividends on shares of the common stock during the term of the forward sale agreements. If the overnight bank funding rate is less than the spread on any day, the interest rate factor will result in a reduction of the forward sale price. The forward sale agreements will be physically settled unless Ameren elects to settle in cash or to net share settle. At December 31, 2022, Ameren could have settled the forward sale agreements with physical delivery of 3.2 million shares of common stock to the respective counterparties in exchange for cash of $295 million. Alternatively, the forward sale agreements could have also been settled at December 31, 2022, with the counterparties delivering approximately $11 million of cash or approximately 0.1 million shares of common stock to Ameren. In connection to the forward sale agreements, the various counterparties, or their affiliates, borrowed from third parties and sold 3.2 million shares of common stock. The gross sales price of these shares totaled $300 million. In connection with such sales, the counterparties were deemed to have received commissions of $3 million. Ameren has not received any proceeds from such sales of borrowed shares. The forward sale agreements have been classified as equity transactions.
In January 2023, Ameren entered into a forward sale agreement under the ATM program relating to 0.2 million shares of common stock. The January 2023 forward sale agreement can be settled at Ameren’s discretion on or prior to October 3, 2024. The initial forward sale price was $89.31 for the January 2023 forward sale agreement.
In August 2019, Ameren entered into a forward sale agreement with a counterparty relating to 7.5 million shares of common stock. In December 2020, pursuant to the agreement terms, Ameren partially settled the forward sale agreement by physically delivering 5.9 million shares of common stock for cash proceeds of $425 million. In February 2021, Ameren settled the remainder of the forward sale agreement by physically delivering 1.6 million shares of common stock for cash proceeds of $113 million. The proceeds were used to fund a portion of Ameren Missouri’s wind generation investments. See Note 15 – Supplemental Information for additional information about the wind generation facilities.
In March 2021, Ameren (parent) issued $450 million of 1.75% senior unsecured notes due March 2028, with interest payable semiannually on March 15 and September 15 of each year, beginning September 15, 2021. Ameren received net proceeds of $447 million which were used for general corporate purposes, including the repayment of short-term debt.
In November 2021, Ameren (parent) issued $500 million of 1.95% senior unsecured notes due March 2027, with interest payable semiannually on March 15 and September 15 of each year, beginning March 15, 2022. Ameren received net proceeds of $497 million which were used to repay short-term debt.
Ameren Missouri
In April 2022, Ameren Missouri issued $525 million of 3.90% green first mortgage bonds due April 2052, with interest payable semiannually on April 1 and October 1 of each year, beginning October 1, 2022. Ameren Missouri received net proceeds of $519 million, which were used for capital expenditures and to repay short-term debt. Ameren Missouri intends to allocate an amount equal to the net proceeds to sustainability projects meeting certain eligibility criteria.
In November 2022, $47 million principal amount of Ameren Missouri’s 1.60% 1992 Series bonds matured and were repaid with commercial paper borrowings.
In December 2022, Ameren Missouri repaid $8 million of the remaining principal amount of the financing obligation related to the Peno Creek CT Energy Center to a trustee, which is authorized to utilize the cash only to pay equal amounts due to Ameren Missouri under related bonds issued by the city of Bowling Green and held by Ameren Missouri. The timing and amounts of payments due from Ameren Missouri under the agreement were equal to the timing and amount of bond service payments due to Ameren Missouri, resulting in no net cash flow. Under the terms of this agreement, Ameren Missouri was responsible for all operation and maintenance for the energy center. Ownership of
the energy center transferred to Ameren Missouri in December 2022, at which time the property, plant, and equipment became subject to the lien of the Ameren Missouri mortgage bond indenture.
In January 2023, Ameren Missouri and Audrain County mutually agreed to terminate a financing obligation agreement related to the CT energy center in Audrain County, which was scheduled to expire in December 2023. No cash was exchanged associated with the termination of the agreement as the $240 million principal amount of the financing obligation due from Ameren Missouri was equal to the amount of bond service payments due to Ameren Missouri. Ownership of the energy center was transferred to Ameren Missouri in January 2023, at which time the property, plant, and equipment became subject to the lien of the Ameren Missouri mortgage bond indenture.
In June 2021, Ameren Missouri issued $525 million of 2.15% first mortgage bonds due March 2032, with interest payable semiannually on March 15 and September 15 of each year, beginning March 15, 2022. Ameren Missouri received net proceeds of $521 million, which were used to repay short-term debt and for near-term capital expenditures. Ameren Missouri intends to allocate an amount equal to the net proceeds to sustainability projects meeting certain eligibility criteria.
For information on Ameren Missouri’s capital contributions, refer to Capital Contributions in Note 13 – Related-party Transactions.
Ameren Illinois
In March 2021, Ameren Illinois redeemed its 6.625% and 7.75% series preferred stock at par for $12 million and $1 million, respectively. The preferred stock of Ameren Illinois is reflected in “Noncontrolling Interests” on Ameren’s consolidated balance sheet.
In August 2022, Ameren Illinois issued $500 million of 3.85% first mortgage bonds due September 2032, with interest payable semiannually on March 1 and September 1 of each year, beginning March 1, 2023. Ameren Illinois received net proceeds of $496 million, which were used to repay $400 million principal amount of its 2.70% senior secured notes that matured in September 2022 and short-term debt.
In November 2022, Ameren Illinois issued $350 million of 5.90% first mortgage bonds due December 2052, with interest payable semiannually on June 1 and December 1 of each year, beginning June 1, 2023. Ameren Illinois received net proceeds of $346 million, which were used to repay short-term debt. Ameren Illinois intends to allocate an amount equal to the net proceeds to sustainability projects meeting certain eligibility criteria.
In June 2021, Ameren Illinois issued $350 million of 2.90% first mortgage bonds due June 2051, with interest payable semiannually on June 15 and December 15 of each year, beginning December 15, 2021. Ameren Illinois received net proceeds of $345 million, which were used to repay short-term debt. Ameren Illinois intends to allocate an amount equal to the net proceeds to sustainability projects meeting certain eligibility criteria.
In June 2021, Ameren Illinois issued $100 million of 0.375% first mortgage bonds due June 2023, with interest payable semiannually on June 15 and December 15 of each year, beginning December 15, 2021. Ameren Illinois received net proceeds of $100 million, which were used to repay short-term debt.
For information on Ameren Illinois’ capital contributions, refer to Capital Contributions in Note 13 – Related-party Transactions.
ATXI
In November 2021, pursuant to a note purchase agreement, ATXI agreed to issue $95 million of its 2.96% senior unsecured notes due 2052, with interest payable semiannually on February 25 and August 25 of each year, beginning February 25, 2023, through a private placement offering exempt from registration under the Securities Act of 1933, as amended. In August 2022, ATXI issued the notes and received net proceeds of $95 million, which were used to refinance the remaining portion of an intercompany long-term note with Ameren (parent), repay a $50 million principal payment of its 3.43% senior unsecured notes in August 2022, and to repay short-term debt.
In November 2021, pursuant to a note purchase agreement, ATXI issued $75 million of its 2.45% senior unsecured notes due 2036, with interest payable semiannually on May 16 and November 16 of each year, beginning May 16, 2022, through a private placement offering exempt from registration under the Securities Act of 1933, as amended. ATXI received net proceeds of $75 million, which were used to refinance a portion of an intercompany long-term note with Ameren (parent) and to repay short-term debt.
Indenture Provisions and Other Covenants
Ameren Missouri’s and Ameren Illinois’ indentures and articles of incorporation include covenants and provisions related to issuances of first mortgage bonds and preferred stock. Ameren Missouri and Ameren Illinois are required to meet certain ratios to issue additional first mortgage bonds and preferred stock. A failure to achieve these ratios would not result in a default under these covenants and provisions but would restrict the companies’ ability to issue bonds or preferred stock. The following table summarizes the required and actual interest coverage ratios for interest charges, dividend coverage ratios, and bonds and preferred stock issuable as of December 31, 2022, at an assumed interest rate of 6% and dividend rate of 7%.
Required Interest
Coverage Ratio(a)
Actual Interest
Coverage Ratio
Bonds Issuable(b)
Required Dividend
Coverage Ratio(c)
Actual Dividend
Coverage Ratio		Preferred Stock
Issuable
Ameren Missouri
>2.0
3.4$4,461
>2.5
165.2$3,179
Ameren Illinois
>2.0
6.98,237
>1.5
3.5203
(d)
(a)Coverage required on the annual interest charges on first mortgage bonds outstanding and to be issued. Coverage is not required in certain cases when additional first mortgage bonds are issued on the basis of retired bonds.
(b)Amount of bonds issuable based either on required coverage ratios or unfunded property additions, whichever is more restrictive. The amounts shown also include bonds issuable based on retired bond capacity of $1,959 million and $1,043 million at Ameren Missouri and Ameren Illinois, respectively.
(c)Coverage required on the annual dividend on preferred stock outstanding and to be issued, as required in the respective company’s articles of incorporation.
(d)Preferred stock issuable is restricted by the amount of preferred stock that is currently authorized by Ameren Illinois’ articles of incorporation.
Ameren’s indenture does not require Ameren to comply with any quantitative financial covenants. The indenture does, however, include certain cross-default provisions. Specifically, either (1) the failure by Ameren to pay when due and upon expiration of any applicable grace period any portion of any Ameren indebtedness in excess of $25 million, or (2) the acceleration upon default of the maturity of any Ameren indebtedness in excess of $25 million under any indebtedness agreement, including borrowings under the Credit Agreements or the Ameren commercial paper program, constitutes a default under the indenture, unless such past due or accelerated debt is discharged or the acceleration is rescinded or annulled within a specified period.
Ameren Missouri and Ameren Illinois and 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 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.
Ameren Illinois’ articles of incorporation require dividend payments on its common stock to be based on ratios of common stock to total capitalization and other provisions related to certain operating expenses and accumulations of earned surplus. Ameren Illinois has made a commitment to the FERC to maintain a minimum 30% ratio of common stock equity to total capitalization. As of December 31, 2022, using the FERC-agreed upon calculation method, Ameren Illinois’ ratio of common stock equity to total capitalization was 54%.
ATXI’s note purchase agreements includes financial covenants that require ATXI not to permit at any time (1) debt to exceed 70% of total capitalization or (2) secured debt to exceed 10% of total assets.
At December 31, 2022, the Ameren Companies were in compliance with the provisions and covenants contained in their indentures and articles of incorporation, as applicable, and ATXI was in compliance with the provisions and covenants contained in its note purchase agreements. In order for the Ameren Companies to issue securities in the future, they will have to comply with all applicable requirements in effect at the time of any such issuances.
Off-Balance-Sheet Arrangements
At December 31, 2022, none of the Ameren Companies had any material off-balance-sheet financing arrangements, other than their investments in variable interest entities and the multiple forward sale agreements under the ATM program relating to common stock. See Note 1 – Summary of Significant Accounting Policies for further detail concerning variable interest entities.