(X) Annual Report Pursuant to Section 13 Or 15(D) of the Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 2017
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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (X) Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2017. OR ( ) Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Exact name of registrant as specified in its charter; Commission State of Incorporation; IRS Employer File Number Address and Telephone Number Identification No. 1-14756 Ameren Corporation 43-1723446 (Missouri Corporation) 1901 Chouteau Avenue St. Louis, Missouri 63103 (314) 621-3222 1-2967 Union Electric Company 43-0559760 (Missouri Corporation) 1901 Chouteau Avenue St. Louis, Missouri 63103 (314) 621-3222 1-3672 Ameren Illinois Company 37-0211380 (Illinois Corporation) 6 Executive Drive Collinsville, Illinois 62234 (618) 343-8150 Securities Registered Pursuant to Section 12(b) of the Act: The following security is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 and is listed on the New York Stock Exchange: Registrant Title of each class Ameren Corporation Common Stock, $0.01 par value per share Table of Contents Securities Registered Pursuant to Section 12(g) of the Act: Registrant Title of each class Union Electric Company Preferred Stock, cumulative, no par value, stated value $100 per share Ameren Illinois Company Preferred Stock, cumulative, $100 par value per share Depositary Shares, each representing one-fourth of a share of 6.625% Preferred Stock, cumulative, $100 par value per share Indicate by checkmark if each registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Ameren Corporation Yes No Union Electric Company Yes No Ameren Illinois Company Yes No Indicate by checkmark if each registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Ameren Corporation Yes No Union Electric Company Yes No Ameren Illinois Company Yes No Indicate by checkmark whether the registrants: (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Ameren Corporation Yes No Union Electric Company Yes No Ameren Illinois Company Yes No Indicate by checkmark whether each registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Ameren Corporation Yes No Union Electric Company Yes No Ameren Illinois Company Yes No Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of each registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Ameren Corporation Union Electric Company Ameren Illinois Company Indicate by checkmark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Non- Smaller Emerging Accelerated Accelerated accelerated Reporting Growth Filer Filer Filer Company Company Ameren Corporation Union Electric Company Ameren Illinois Company Table of Contents If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Ameren Corporation Union Electric Company Ameren Illinois Company Indicate by checkmark whether each registrant is a shell company (as defined in Rule 12b-2 of the Act). Ameren Corporation Yes No Union Electric Company Yes No Ameren Illinois Company Yes No As of June 30, 2017, the aggregate market value of Ameren Corporation’s common stock, $0.01 par value, (based upon the closing price of the common stock on the New York Stock Exchange on June 30, 2017) held by nonaffiliates was $13,230,607,078. All of the shares of common stock of the other registrants were held by Ameren Corporation as of June 30, 2017. The number of shares outstanding of each registrant’s classes of common stock as of January 31, 2018, were as follows: Ameren Corporation Common stock, $0.01 par value per share: 242,634,798 Union Electric Company Common stock, $5 par value per share, held by Ameren Corporation (parent company of the registrant): 102,123,834 Ameren Illinois Company Common stock, no par value, held by Ameren Corporation (parent company of the registrant): 25,452,373 DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive proxy statement of Ameren Corporation and portions of the definitive information statements of Union Electric Company and Ameren Illinois Company for the 2018 annual meetings of shareholders are incorporated by reference into Part III of this Form 10-K. This combined Form 10-K is separately filed by Ameren Corporation, Union Electric Company, and Ameren Illinois Company. Each registrant hereto is filing on its own behalf all of the information contained in this annual report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information. Table of Contents TABLE OF CONTENTS Page GLOSSARY OF TERMS AND ABBREVIATIONS 1 Forward-looking Statements 4 PART I Item 1. Business 5 General 5 Business Segments 6 Rates and Regulation 7 Transmission 11 Supply of Electric Power 11 Power Generation 12 Natural Gas Supply for Distribution 14 Industry Issues 14 Operating Statistics 16 Available Information 18 Item 1A. Risk Factors 18 Item 1B. Unresolved Staff Comments 26 Item 2. Properties 27 Item 3. Legal Proceedings 28 Item 4. Mine Safety Disclosures 28 Executive Officers of the Registrants (Item 401(b) of Regulation S-K) 29 PART II Item 5. Market for Registrants’ Common Equity, Related Stockholder Matters, and Issuer Purchase of Equity Securities 31 Item 6. Selected Financial Data 33 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 34 Overview 34 Results of Operations 35 Liquidity and Capital Resources 50 Outlook 62 Regulatory Matters 66 Accounting Matters 67 Effects of Inflation and Changing Prices 69 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 70 Item 8. Financial Statements and Supplementary Data 74 Ameren Corporation 78 Union Electric 83 Ameren Illinois 87 Note 1. Summary of Significant Accounting Policies 91 Note 2. Rate and Regulatory Matters 98 Note 3. Property, Plant, and Equipment, Net 104 Note 4. Short-term Debt and Liquidity 105 Note 5. Long-term Debt and Equity Financings 107 Note 6. Other Income and Expenses 113 Note 7. Derivative Financial Instruments 113 Note 8. Fair Value Measurements 116 Note 9. Callaway Energy Center 122 Note 10. Retirement Benefits 124 Note 11. Stock-based Compensation 132 Note 12. Income Taxes 133 Table of Contents Note 13. Related-party Transactions 137 Note 14. Commitments and Contingencies 140 Note 15. Segment Information 144 Selected Quarterly Information 146 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 147 Item 9A. Controls and Procedures 147 Item 9B. Other Information 148 PART III Item 10. Directors, Executive Officers, and Corporate Governance 148 Item 11. Executive Compensation 148 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 149 Item 13. Certain Relationships and Related Transactions and Director Independence 149 Item 14. Principal Accounting Fees and Services 149 PART IV Item 15. Exhibits and Financial Statement Schedules 150 Item 16. Form 10-K Summary 155 EXHIBIT INDEX 156 SIGNATURES 163 This report contains “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements should be read with the cautionary statements and important factors under the heading “Forward- looking Statements.” Forward-looking statements are all statements other than statements of historical fact, including those statements that are identified by the use of the words “anticipates,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” and similar expressions. Table of Contents GLOSSARY OF TERMS AND ABBREVIATIONS We use the words “our,” “we” or “us” with respect to certain information that relates to Ameren, Ameren Missouri, and Ameren Illinois, collectively. When appropriate, subsidiaries of Ameren Corporation are named specifically as their various business activities are discussed. 2014 Incentive Plan – The 2014 Omnibus Incentive Compensation Plan, which provides for compensatory stock-based awards to eligible employees and directors. AER – Ameren Energy Resources Company, LLC, a former Ameren Corporation subsidiary that consisted of non-rate-regulated operations.