Long-Term Debt And Equity Financings

3 Months Ended

Mar. 31, 2025

Long-Term Debt And Equity Financings [Abstract]

LONG-TERM DEBT AND EQUITY FINANCINGS

LONG-TERM DEBT AND EQUITY FINANCINGS

Ameren

For the three months ended March 31, 2025, Ameren issued a total of 0.1 million shares of common stock, under its DRPlus and 401(k) plan, and received proceeds of $6 million. As of March 31, 2025, Ameren had a receivable of $9 million related to issuances of common stock under its DRPlus and 401(k) plan. In addition, in the first quarter of 2025, Ameren issued 0.3 million shares of common stock valued at $25 million upon the settlement of stock-based compensation awards.

There were no shares issued under the ATM program during the three months ended March 31, 2025. As of March 31, 2025, Ameren had approximately $230 million of common stock available for sale under the ATM program, which takes into account the forward sale agreements in effect as of March 31, 2025, discussed below.

The forward sale agreements outstanding as of March 31, 2025, can be settled at Ameren’s discretion on or prior to dates ranging from January 23, 2026 to March 6, 2026. 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 $81.00 to $98.66, with an average initial forward sale price of $91.02. 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 or more than the spread on any day, the interest rate factor will result in a reduction or an increase, respectively, 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 March 31, 2025, Ameren could have settled the forward sale agreements with physical delivery of 5.8 million shares of common stock to the respective counterparties in exchange for cash of $530 million. Alternatively, the forward sale agreements could have also been settled at March 31, 2025, with delivery of approximately $55 million of cash or approximately 0.6 million shares of common stock to the counterparties. In connection with the forward sale agreements outstanding at March 31, 2025, the various counterparties, or their affiliates, borrowed from third parties and sold 5.8 million shares of common stock. The gross sales price of these shares totaled $535 million. Ameren does not receive any proceeds from such sales of borrowed shares. The forward sale agreements have been classified as equity transactions.

In March 2025, Ameren (parent) issued $750 million of 5.375% senior unsecured notes due March 2035, with interest payable semiannually on March 15 and September 15 of each year, beginning September 15, 2025. Net proceeds from this issuance were used for general corporate purposes, including the repayment of short-term debt.

Ameren Missouri

In April 2025, Ameren Missouri issued $500 million of 5.25% first mortgage bonds due April 2035, with interest payable semiannually on April 15 and October 15 of each year, beginning October 15, 2025. Net proceeds from this issuance were used to repay short-term debt.

Ameren Illinois

In March 2025, Ameren Illinois issued $350 million of 5.625% first mortgage bonds due March 2055, with interest payable semiannually on March 1 and September 1 of each year, beginning September 1, 2025. Net proceeds from this issuance were used to repay $300 million principal amount of its 3.25% senior secured notes that matured in March 2025 and short-term debt.

Indenture Provisions and Other Covenants

See Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, of the Form 10-K for a description of our indenture provisions and other covenants, as well as restrictions on the payment of dividends. At March 31, 2025, 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 March 31, 2025, none of the Ameren Companies had any material off-balance-sheet financing arrangements, other than their investment in unconsolidated variable interest entities, letters of credit, 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.