Long-Term Debt And Equity Financings

9 Months Ended

Sep. 30, 2023

Long-Term Debt And Equity Financings [Abstract]

LONG-TERM DEBT AND EQUITY FINANCINGS

LONG-TERM DEBT AND EQUITY FINANCINGS

Ameren

For the three and nine months ended September 30, 2023, Ameren issued a total of 0.2 million and 0.4 million shares of common stock, respectively, under its DRPlus and 401(k) plan, and received proceeds of $5 million and $28 million, respectively. As of September 30, 2023, Ameren had a receivable of $7 million related to issuances of common stock under its DRPlus and 401(k) plan. In addition, in the first quarter of 2023, Ameren issued 0.5 million shares of common stock valued at $37 million upon the settlement of stock-based compensation awards.

In May 2023, Ameren filed a Form S-3 registration statement with the SEC, registering the offering of 3 million additional shares of its common stock under the DRPlus, which expires in May 2026. 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 contracts.

In October 2023, 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 2026.

There were no shares issued under the ATM program for the three and nine months ended September 30, 2023. As of September 30, 2023, Ameren had approximately $910 million of common stock available for sale under the ATM program, which takes into account the forward sale agreements in effect as of September 30, 2023, discussed below.

The forward sale agreements outstanding as of September 30, 2023, can be settled at Ameren’s discretion on or prior to dates ranging from January 10, 2024 to February 28, 2025. 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 $81.83 to $94.63, with an average initial forward sale price of $91.23. Each initial 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 September 30, 2023, Ameren could have settled the forward sale agreements with physical delivery of 4.3 million shares of common stock to the respective counterparties in exchange for cash of $390 million. Alternatively, the forward sale agreements could have also been settled at September 30, 2023, with the counterparties delivering approximately $72 million of cash or approximately 1.0 million shares of common stock to Ameren. In connection with the forward sale agreements outstanding at September 30, 2023, the various counterparties, or their affiliates, borrowed from third parties and sold 4.3 million shares of common stock. The gross sales price of these shares totaled $392 million. Ameren has not received any proceeds from such sales of borrowed shares. The forward sale agreements have been classified as equity transactions.

Ameren Missouri

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 in connection 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 March 2023, Ameren Missouri issued $500 million of 5.45% first mortgage bonds due March 2053, with interest payable semiannually on March 15 and September 15 of each year, beginning September 15, 2023. Net proceeds from this issuance were used for capital expenditures and to repay short-term debt.

Ameren Illinois

In May 2023, Ameren Illinois issued $500 million of 4.95% first mortgage bonds due June 2033, with interest payable semiannually on June 1 and December 1 of each year, beginning December 1, 2023. Net proceeds from this issuance were used to repay $100 million principal amount of its 0.375% first mortgage bonds that matured in June 2023 and short-term debt.

Ameren Illinois received capital contributions totaling $50 million from Ameren (parent) during the nine months ended September 30, 2023.

Indenture Provisions and Other Covenants

See Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, in the Form 10-K for a description of our indenture provisions and other covenants, as well as restrictions on the payment of dividends. At September 30, 2023, 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.

Off-balance-sheet Arrangements

At September 30, 2023, none of the Ameren Companies had any material off-balance-sheet financing arrangements, other than Ameren’s investment 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.