Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with the financial statements contained in this Form 10-Q, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors contained in the Form 10-K. We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. The discussion also provides information about the financial results of our business segments to provide a better understanding of how those segments and their results affect the financial condition and results of operations of Ameren as a whole. Also see the Glossary of Terms and Abbreviations at the front of this report and in the Form 10-K.

Ameren, headquartered in St. Louis, Missouri, is a public utility holding company whose primary assets are its equity interests in its subsidiaries. Ameren’s subsidiaries are separate, independent legal entities with separate businesses, assets, and liabilities. Dividends on Ameren’s common stock and the payment of expenses by Ameren depend on distributions made to it by its subsidiaries. Ameren’s principal subsidiaries are listed below. Ameren also has other subsidiaries that conduct other activities, such as providing shared services.

  • Ameren Missouri operates a rate-regulated electric generation, transmission, and distribution business and a rate-regulated natural gas distribution business in Missouri.

  • Ameren Illinois operates rate-regulated electric transmission, electric distribution, and natural gas distribution businesses in Illinois.

  • ATXI operates a FERC rate-regulated electric transmission business within the MISO.

Ameren’s and Ameren Missouri’s financial statements are prepared on a consolidated basis and therefore include the accounts of their majority-owned subsidiaries. All intercompany transactions have been eliminated. Ameren Illinois has no subsidiaries. All tabular dollar amounts are in millions, unless otherwise indicated.

In addition to presenting results of operations and earnings amounts in total, we present certain information in cents per share. These amounts reflect factors that directly affect Ameren’s earnings. We believe this per share information helps readers to understand the impact of these factors on Ameren’s earnings per diluted share.

OVERVIEW

Net income attributable to Ameren common shareholders in the three months ended March 31, 2025, was $289 million, or $1.07 per diluted share, compared with $261 million, or $0.98 per diluted share, in the year-ago period. Net income was favorably affected for the three months ended March 31, 2025, by increased infrastructure investments at Ameren Missouri, Ameren Transmission and Ameren Illinois Electric Distribution. Net income was also favorably affected for the three months ended March 31, 2025, by increased retail electric sales volumes at Ameren Missouri, primarily due to colder winter temperatures in 2025, excluding customer energy-efficiency programs. Earnings were also favorably affected for the three months ended March 31, 2025, by decreased other operations and maintenance expenses not subject to formula rates, riders, or trackers, largely because of the absence in 2025 of an Ameren Missouri charge related to the resolution of outstanding claims in the NSR and Clean Air Act litigation associated with the Rush Island Energy Center, partially offset by higher Ameren Misouri storm costs in 2025. Earnings were also favorably affected for the three months ended March 31, 2025, by a higher allowance for equity funds used during construction at Ameren Transmission, primarily resulting from a decreased level of short-term borrowings included in the calculation and higher average construction work in progress balances. Net income was unfavorably affected for the three months ended March 31, 2025, by increased financing costs, primarily resulting from higher short-term debt balances at Ameren (parent) and higher debt balances at Ameren Missouri. Earnings were also unfavorably affected by decreased revenues, net, at Ameren Missouri due to higher transmission service costs from the MISO and an increase in the weighted-average basic common shares outstanding, which reduced earnings per diluted share.

Ameren’s strategic plan includes investing in rate-regulated energy infrastructure, enhancing regulatory frameworks and advocating for responsible policies, and optimizing operating performance to capitalize on opportunities to benefit our customers, communities, shareholders, and the environment. Ameren remains focused on disciplined cost management and strategic capital allocation. Ameren invested $1.1 billion in its rate-regulated businesses in the three months ended March 31, 2025.

In April 2025, Missouri Senate Bill 4 was enacted and will become effective in August 2025. The law includes certain provisions that affect the regulation of Ameren Missouri’s electric and natural gas businesses. These provisions create modifications to the PISA and integrated resource planning, allow the MoPSC to authorize inclusion of construction work in progress in rate base for new natural gas-fired generation facilities and new generation facilities approved through integrated resource planning, and allow natural gas utilities to file regulatory rate reviews using a future test year, among other things.

In April 2025, the MoPSC issued an order in Ameren Missouri’s 2024 electric service regulatory rate review, approving nonunanimous stipulations and agreements. The order authorizes an increase of $355 million to Ameren Missouri’s annual revenue requirement for electric retail service, effective June 1, 2025. The approved revenue requirement was based on infrastructure investments as of December 31, 2024. The order did not explicitly specify an ROE, capital structure, rate base, or any rate base disallowances. The order provides for the continued use of all existing riders and trackers. The order also changed annualized depreciation, regulatory asset and liability amortization amounts, and the base level of expenses for trackers. On an annualized basis, these changes reflect an increase in “Depreciation and amortization” of approximately $70 million, among other expense changes, on Ameren’s and Ameren Missouri’s consolidated statements of income.

In September 2024, Ameren Missouri filed a request with the MoPSC seeking approval to increase its annual revenues for natural gas delivery service. In May 2025, Ameren Missouri filed an updated request seeking approval to increase its annual revenues for natural gas delivery service by $38 million. The natural gas rate increase request is based on a 10.25% ROE, a capital structure composed of 52% common equity, a rate base of $525 million, and a test year ended March 31, 2024, with certain pro-forma adjustments allowed through the true-up date of December 31, 2024. In May 2025, the MoPSC staff recommended an increase to Ameren Missouri’s annual revenues for natural gas delivery service of $32 million based on a 9.64% ROE, a capital structure composed of 52% common equity as of the true-up date of December 31, 2024, and a rate base of $482 million. The MoPSC proceeding relating to the proposed natural gas delivery service rate changes will take place over 11 months, with a decision by the MoPSC expected by August 2025 and new rates effective by September 2025.

In February 2025, 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 2025. 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 $16.2 billion over the five-year period from 2025 through 2029, with expenditures largely recoverable under the PISA. The Smart Energy Plan excludes investments in its natural gas distribution business, as well as removal costs, net of salvage.

In December 2024, the ICC issued an order in connection with a revised Grid Plan and a revised MYRP filed by Ameren Illinois in March 2024, approving revenue requirements for electric distribution services for 2024 through 2027 of $1,206 million, $1,287 million, $1,367 million, and $1,421 million, respectively. Rate changes consistent with the December 2024 order became effective in December 2024. In January 2025, Ameren Illinois filed a request for rehearing of the ICC’s December 2024 order to revise the allowed ROE and to include an asset associated with other postretirement benefits in the rate base, among other things. Subsequently, in February 2025, the ICC denied the rehearing request. In March 2025, Ameren Illinois filed an appeal of the ICC’s December 2024 order to the Illinois Appellate Court for the Fifth Judicial District. In addition, Ameren Illinois filed an appeal related to orders issued by the ICC in December 2023 and June 2024 related to the MYRP proceeding. The appellate court is under no deadline to address the appeals.

In April 2025, Ameren Illinois filed a reconciliation adjustment to its 2024 electric distribution service revenue requirement with the ICC, requesting recovery of $61 million. The adjustment reflects Ameren Illinois’ actual 2024 recoverable costs, 2024 year-end rate base, and a capital structure composed of 50% common equity. An ICC decision in this proceeding is required by December 2025, and any approved adjustment would be collected from customers in 2026.

In February 2025, Ameren Illinois filed an energy-efficiency plan with the ICC, which includes annual investments in electric energy-efficiency programs up to $126 million per year from 2026 through 2029. The ICC has the ability to reduce the amount of electric energy-efficiency savings goals in future program years if there are insufficient cost-effective programs available, which could reduce the investments in electric energy-efficiency programs. A decision by the ICC in this proceeding is expected by September 2025.

In January 2025, Ameren Illinois filed a request with the ICC seeking approval to increase its annual revenues for natural gas delivery service by $140 million. The request is based on a 10.7% ROE, a capital structure composed of 52% common equity, and a rate base of $3.3 billion. Ameren Illinois used a 2026 future test year in this proceeding. A decision by the ICC in this proceeding is required by early December 2025, with new rates expected to be effective in December 2025.

In October 2024, the FERC issued an order, which decreased the allowed base ROE for FERC-regulated transmission rate base under the MISO tariff from 10.02% to 9.98% and required refunds, with interest, for the periods from November 2013 to February 2015 and from late September 2016 forward. In November 2024, the MISO transmission owners, including Ameren Missouri, Ameren Illinois, and ATXI, filed a request for rehearing with the FERC, arguing, among other things, the FERC should not have ordered refunds back to September 2016 or imposed interest on those refunds. Also in November 2024, another intervenor filed a request for rehearing with the FERC, requesting the FERC correct aspects of the ROE methodology used in the October 2024 order and reconsider its decision in a February 2015 complaint case to deny refunds for the period from February 2015 to May 2016. In January 2025, the MISO transmission owners, including Ameren Missouri, Ameren Illinois, and ATXI, filed an appeal of the October 2024 order to the United States Court of Appeals for the District of Columbia Circuit. In March 2025, the FERC issued an order rejecting all rehearing requests. In April 2025, the MISO transmission owners, including Ameren Missouri, Ameren Illinois, and ATXI, filed an appeal of the March 2025 order to the United States Court of Appeals for the District of Columbia Circuit.

For further information on the matters discussed above, see Note 2 – Rate and Regulatory Matters under Part I, Item 1, of this report, and the Outlook section below.

RESULTS OF OPERATIONS

Our results of operations and financial position are affected by many factors. Economic conditions, energy-efficiency investments by our customers and by us, technological advances, distributed generation, and the actions of key customers can significantly affect the demand for our services. Ameren and Ameren Missouri results are also affected by seasonal fluctuations in winter heating and summer cooling demands and by weather conditions, such as storms, as well as by energy center maintenance outages. Additionally, fluctuations in interest rates and conditions in the capital and credit markets affect our cost of borrowing, our pension and postretirement benefits costs, the cash surrender value of COLI, and the asset value of Ameren Missouri’s nuclear decommissioning trust fund. Almost all of Ameren’s revenues are subject to state or federal regulation. This regulation has a material impact on the rates we charge customers for our services. Our results of operations, financial position, and liquidity are affected by our ability to align our overall spending, both operating and capital, with the frameworks established by our regulators. See Note 2 – Rate and Regulatory Matters under Part I, Item 1, of this report and Note 2 – Rate and Regulatory Matters under Part II, Item 8, of the Form 10-K for additional information regarding Ameren Missouri’s, Ameren Illinois’, and ATXI’s regulatory mechanisms.

Ameren Missouri principally uses coal and enriched uranium for fuel in its electric generation operations and purchases natural gas for its customers. Ameren Illinois purchases power and natural gas for its customers. The prices for these commodities can fluctuate significantly because of the global economic and political environment, weather, supply, demand, and many other factors. We have natural gas cost recovery mechanisms for our Illinois and Missouri natural gas distribution businesses, a purchased power cost recovery mechanism for Ameren Illinois’ electric distribution business, and a FAC for Ameren Missouri’s electric business.

We employ various risk management strategies to reduce our exposure to commodity risk and other risks inherent in our business. The reliability of Ameren Missouri’s energy centers and our transmission and distribution systems, and the level and timing of operations and maintenance costs and capital investment, are key factors that we seek to manage in order to optimize our results of operations, financial position, and liquidity.

Earnings Summary

The following table presents a summary of Ameren’s earnings for the three months ended March 31, 2025 and 2024:

Three Months
20252024
Net income attributable to Ameren common shareholders$289$261
Earnings per common share – basic and diluted1.070.98

Net income attributable to Ameren common shareholders increased $28 million and earnings per diluted share increased 9 cents in the three months ended March 31, 2025, compared with the year-ago period. The increase was due to net income increases of $17 million, $17 million, $7 million, and $2 million at Ameren Missouri, Ameren Transmission, Ameren Illinois Electric Distribution, and Ameren Illinois Natural Gas. These increases were partially offset by a net loss of $13 million compared to a net income of $2 million in the year-ago period, for activity not reported as part of a segment, primarily at Ameren (parent).

Earnings per diluted share were favorably affected in the three months ended March 31, 2025, compared to the year-ago period by:

*•*increased retail electric sales volumes at Ameren Missouri, excluding customer energy-efficiency programs, primarily due to colder winter temperatures in 2025 (estimated at 6 cents per share);

*•*decreased interest charges resulting from higher deferrals related to infrastructure investments associated with the PISA and RESRAM at Ameren Missouri (5 cents per share);

  • increased rate base investments at Ameren Transmission and Ameren Illinois Electric Distribution (4 cents per share);

  • decreased other operations and maintenance expenses not subject to formula rates, riders, or trackers due to the absence in 2025 of an Ameren Missouri charge related to the NSR and Clean Air Act litigation associated with the Rush Island Energy Center (4 cents per share); and

*•*a higher allowance for equity funds used during construction at Ameren Transmission, primarily resulting from a decreased level of short-term borrowings included in the calculation and higher average construction work in progress balances (2 cents per share).

Earnings per diluted share were unfavorably affected in the three months ended March 31, 2025, compared to the year-ago period, by:

  • increased financing costs primarily due to higher short-term debt balances at Ameren (parent), and higher debt balances at Ameren Missouri (8 cents per share);

  • increased other operations and maintenance expenses not subject to formula rates, riders, or trackers primarily due to higher storm costs at Ameren Missouri (2 cents per share);

  • higher transmission service costs from the MISO at Ameren Missouri (1 cent per share); and

  • increased weighted-average basic common shares outstanding resulting from issuances of common shares (1 cent per share).

The cents per share variances above are presented based on the weighted-average basic common shares outstanding in the three months ended March 31, 2024, and do not reflect the impact of dilution on earnings per share, unless otherwise noted. The amounts above other than variances related to income taxes have been presented net of income taxes using Ameren’s 2025 blended federal and state statutory tax rate of 26%. For additional details regarding the Ameren Companies’ results of operations, including explanations of Operating Revenues for both Electric Revenues and Natural Gas Revenues; Fuel and Purchased Power Expenses; Other Operations and Maintenance Expenses; Depreciation and Amortization Expenses; Taxes Other Than Income Taxes; Other Income, Net; Interest Charges; and Income Taxes, see the major headings below.

Below is Ameren’s table of income statement components by segment for the three months ended March 31, 2025 and 2024:

Ameren MissouriAmeren Illinois Electric DistributionAmeren Illinois Natural GasAmeren TransmissionOther / Intersegment EliminationsAmeren
Electric revenues$893$572$—$210$(53)$1,622
Natural gas revenues64—411——475
Fuel and purchased power(330)(212)——40(502)
Natural gas purchased for resale(30)—(139)——(169)
Other operations and maintenance expenses(250)(166)(55)(19)5(485)
Depreciation and amortization expenses(194)(91)(32)(48)(2)(367)
Taxes other than income taxes(89)(21)(29)(1)(4)(144)
Operating income (loss)6482156142(14)430
Other income, net432357785
Interest charges(60)(26)(15)(29)(45)(175)
Income (taxes) benefit(4)(16)(38)(31)39(50)
Net income (loss)436310889(13)290
Noncontrolling interests – preferred stock dividends(1)————(1)
Net income (loss) attributable to Ameren common shareholders$42$63$108$89$(13)$289
Three Months 2024:
Electric revenues$714$506$—$185$(41)$1,364
Natural gas revenues61—391——452
Fuel and purchased power(166)(192)——30(328)
Natural gas purchased for resale(28)—(123)——(151)
Other operations and maintenance expenses(254)(136)(58)(19)(3)(470)
Depreciation and amortization expenses(195)(93)(33)(39)(1)(361)
Taxes other than income taxes(87)(17)(26)(2)(3)(135)
Operating income (loss)4568151125(18)371
Other income, net4422721489
Interest charges(62)(22)(15)(29)(26)(154)
Income (taxes) benefit(1)(12)(37)(26)32(44)
Net income2656106722262
Noncontrolling interests – preferred stock dividends(1)————(1)
Net income attributable to Ameren common shareholders$25$56$106$72$2$261

Below is Ameren Illinois’ table of income statement components by segment for the three months ended March 31, 2025 and 2024:

Ameren Illinois Electric DistributionAmeren Illinois Natural GasAmeren Illinois TransmissionOther / Intersegment EliminationsAmeren Illinois
Three Months 2025:
Electric revenues$572$—$154$(37)$689
Natural gas revenues—411——411
Purchased power(212)——37(175)
Natural gas purchased for resale—(139)——(139)
Other operations and maintenance expenses(166)(55)(15)—(236)
Depreciation and amortization expenses(91)(32)(36)—(159)
Taxes other than income taxes(21)(29)(1)—(51)
Operating income82156102—340
Other income, net2356—34
Interest charges(26)(15)(21)—(62)
Income taxes(16)(38)(22)—(76)
Net income attributable to common shareholder$63$108$65$—$236
Three Months 2024:
Electric revenues$506$—$131$(28)$609
Natural gas revenues—391——391
Purchased power(192)——28(164)
Natural gas purchased for resale—(123)——(123)
Other operations and maintenance expenses(136)(58)(16)—(210)
Depreciation and amortization expenses(93)(33)(27)—(153)
Taxes other than income taxes(17)(26)(1)—(44)
Operating income6815187—306
Other income, net2272—31
Interest charges(22)(15)(18)—(55)
Income taxes(12)(37)(18)—(67)
Net income attributable to common shareholder$56$106$53$—$215

Operating Revenues

The following table presents the increases (decreases) by Ameren segment for electric and natural gas revenues for the three months ended March 31, 2025, compared with the year-ago period:

Three MonthsAmeren MissouriAmeren Illinois Electric DistributionAmeren Illinois Natural GasAmeren Transmission**(a)**Other /Intersegment EliminationsAmeren
Electric revenue change:
Base rates (estimate)(b)$—$22$—$25$—$47
Effect of weather (estimate)(c)38————38
Retail sales volumes and changes in customer usage patterns (excluding the estimated effects of weather and MEEIA)(13)————(13)
Off-system sales, capacity, transmission, and FAC revenues, net165————165
Ameren Illinois energy-efficiency program investment revenues—5———5
Electric deferred income tax adjustment(d)—1———1
Rush Island Energy Center base rate revenue deferral(17)————(17)
Securitized utility tariff bond surcharges13————13
Other25——(2)5
Cost recovery mechanisms – offset in fuel and purchased power(e)(12)20——(10)(2)
Other cost recovery mechanisms(f)313———16
Total electric revenue change$179$66$—$25$(12)$258
Natural gas revenue change:
Base rates (estimate)$—$—$1$—$—$1
Effect of weather (estimate)(c)7————7
Other——2——2
Cost recovery mechanisms – offset in natural gas purchased for resale(e)(4)—16——12
Other cost recovery mechanisms(f)——1——1
Total natural gas revenue change$3$—$20$—$—$23

(a)Includes an increase in transmission revenues of $23 million at Ameren Illinois for the three months ended March 31, 2025, compared with the year-ago period.

(b)For Ameren Illinois Electric Distribution and Ameren Transmission, base rates include increases or decreases in operating revenues related to the revenue requirement reconciliation adjustment under the MYRP and formula rates, respectively. For Ameren Missouri, base rates exclude an increase for the recovery of lost electric revenue, less the associated fuel and purchased power expenses, resulting from the MEEIA customer energy-efficiency programs and a decrease in base rates for RESRAM. These changes in Ameren Missouri base rates are included in the “Retail sales volumes and changes in customer usage patterns (excluding the estimated effects of weather and MEEIA)” and “Cost recovery mechanisms - offset in fuel and purchased power” line items, respectively.

(c)Represents the estimated variation resulting primarily from changes in cooling and heating degree-days on electric and natural gas demand compared with the year-ago period; this variation is based on temperature readings from National Oceanic and Atmospheric Administration weather stations at local airports in our service territories.

(d)The electric deferred income tax adjustment relates to certain excess deferred income taxes that will be amortized through 2025. Offsetting expense increases or decreases are reflected within “Income Taxes” on the statement of income. This item has no impact on earnings.

(e)Electric and natural gas revenue changes are offset by corresponding changes in “Fuel and purchased power” and “Natural gas purchased for resale” on the statement of income. For the three months ended March 31, 2025, activity in Other/Intersegment Eliminations of $10 million represents the changes in eliminations of related-party transactions between Ameren Missouri, Ameren Illinois, and ATXI (-$1 million), as well as changes in Ameren Transmission revenue from transmission services provided to Ameren Illinois Electric Distribution (-$9 million). See Note 8 – Related-party Transactions and Note 14 – Segment Information under Part I, Item 1, of this report for additional information on intersegment eliminations. These items have no overall impact on earnings.

(f)Offsetting expense increases or decreases are reflected in “Other operations and maintenance,” “Depreciation and amortization,” or in “Taxes other than income taxes,” within the “Operating Expenses” section of the statement of income. These items have no overall impact on earnings.

Electric Revenues

Ameren

Ameren’s electric revenues increased $258 million, or 19%, for the three months ended March 31, 2025, compared with the year-ago period, primarily due to increased revenues at Ameren Missouri, Ameren Illinois Electric Distribution, and Ameren Transmission, as discussed below.

Ameren Transmission

Ameren Transmission’s electric revenues increased $25 million, or 14%, for the three months ended March 31, 2025, compared with the year-ago period. Revenues were favorably affected by higher recoverable expenses (+$20 million) and increased capital investment

(+$5 million), as evidenced by a 7% increase in rate base used to calculate the revenue requirement.

Ameren Missouri

Ameren Missouri’s electric revenues increased $179 million, or 25%, for the three months ended March 31, 2025, compared with the year-ago period.

The following items increased Ameren Missouri’s electric revenues between periods:

•“Off-system sales, capacity, transmission, and FAC revenues, net” increased $165 million, primarily due to higher spring capacity prices, which were set by annual MISO auctions.

  • The effect of weather increased revenues an estimated $38 million due to colder winter temperatures in 2025 as heating degree days increased 21% from the year-ago period.

  • Revenues increased $13 million due to the collection of surcharges related to the servicing of securitized utility tariff bonds issued in December 2024 to finance costs related to the accelerated retirement of the Rush Island Energy Center. This increase in revenue is offset by increases in interest and amortization expense. See Note 1 – Summary of Significant Accounting Policies under Part I, Item 1, of this report for additional information.

  • Revenues associated with other cost recovery mechanisms increased $3 million due to increased RESRAM revenues and gross receipts taxes, partially offset by lower MEEIA program costs.

The following items decreased Ameren Missouri’s electric revenues between periods:

  • In accordance with the June 2024 MoPSC financing order, revenues decreased $17 million due to the deferral of base rate revenues to a regulatory liability related to the Rush Island Energy Center since its October 15, 2024 retirement date. The regulatory liability will be refunded through base rates, effective June 1, 2025, as a result of the April 2025 MoPSC electric rate order. See Note 2 – Rate and Regulatory Matters under Part I, Item 1, of this report for additional information regarding the April 2025 MoPSC electric rate order.

  • Excluding the estimated effects of weather and the MEEIA customer energy-efficiency programs, electric revenues decreased an estimated $13 million, due to lower realized prices related to changes in customer usage patterns, and decreased retail sales volumes, which were, in part, unfavorably affected by the absence of an additional day as a result of the leap year in 2024.

  • Revenues associated with “Cost recovery mechanisms – offset in fuel and purchased power” decreased $12 million, due to decreased revenue related to the amortization of costs previously deferred under the FAC that were reflected in customer rates. The changes to “Cost recovery mechanisms - offset in fuel and purchased power” are fully offset by changes to “Cost recovery mechanisms - offset in electric revenue” in fuel and purchased power.

Ameren Illinois

Ameren Illinois’ electric revenues increased $80 million, or 13%, for the three months ended March 31, 2025, compared with the year-ago period, driven by increased revenues at Ameren Illinois Electric Distribution and Ameren Illinois Transmission.

Ameren Illinois Electric Distribution

Ameren Illinois Electric Distribution’s revenues increased $66 million, or 13%, for the three months ended March 31, 2025, compared with the year-ago period.

The following items increased Ameren Illinois Electric Distribution’s revenues between periods:

  • Base rates increased revenues by $22 million, due to higher recoverable non-purchased power expenses (+$19 million) and increased capital investment (+$3 million).

  • Revenues associated with “Cost recovery mechanisms – offset in fuel and purchased power” increased $20 million due to increased purchased power expenses recovered from customers. The increase in electric revenues are fully offset by an increase in purchased power expenses under cost recovery mechanisms for purchased power, as discussed below.

  • Other cost recovery mechanisms increased revenues by $13 million, primarily due to a higher amount of bad debt costs included in customer rates pursuant to the associated rider.

  • Revenues increased $5 million due to the recovery of and return on increased energy-efficiency program investments under performance-based formula ratemaking.

  • Other revenues increased $5 million primarily due to mutual assistance provided to Ameren Missouri for major storms experienced throughout its service territory in January and March 2025.

Ameren Illinois Transmission

Ameren Illinois Transmission’s revenues increased $23 million, or 18%, for the three months ended March 31, 2025, compared with the year-ago period. Base rate revenues were favorably affected by higher recoverable expenses (+$19 million) and increased capital investment (+$4 million), as evidenced by a 7% increase in rate base used to calculate the revenue requirement.

Natural Gas Revenues

Ameren

Ameren’s natural gas revenues increased $23 million, or 5%, for the three months ended March 31, 2025, compared with the year-ago period, due to increased revenues at Ameren Illinois Natural Gas and Ameren Missouri, as discussed below.

Ameren Missouri

Ameren Missouri’s natural gas revenues increased $3 million, or 5%, for the three months ended March 31, 2025, compared with the year-ago period, primarily due to colder winter temperatures.

Ameren Illinois Natural Gas

Ameren Illinois Natural Gas’ revenues increased $20 million, or 5%, for the three months ended March 31, 2025, compared with the year-ago period. “Cost recovery mechanisms – offset in natural gas purchased for resale” increased revenues $16 million for the three months ended March 31, 2025, due to a higher collection of natural gas costs previously deferred under the PGA. The increase in natural gas revenues under the PGA are fully offset by an increase in natural gas purchased for resale expenses.

Fuel and Purchased Power

The following table presents the increases (decreases) by Ameren segment for fuel and purchased power for the three months ended March 31, 2025, compared with the year-ago period:

Three MonthsAmeren MissouriAmeren Illinois Electric DistributionAmeren Illinois Natural GasAmeren TransmissionOther /Intersegment EliminationsAmeren
Fuel and purchased power change:
Energy costs (excluding the estimated effect of weather)$165$—$—$—$—$165
Retail sales volume (excluding the estimated effect of weather)(2)————(2)
Effect of weather (estimate)(a)8————8
Transmission service charges (not included in the FAC)3————3
Other2————2
Cost recovery mechanisms – offset in electric revenue(b)(12)20——(10)(2)
Total fuel and purchased power change$164$20$—$—$(10)$174

(a)Represents the estimated variation resulting primarily from changes in cooling and heating degree-days on electric demand compared with the year-ago period; this variation is based on temperature readings from the National Oceanic and Atmospheric Administration weather stations at local airports in our service territories.

(b)“Cost recovery mechanisms — offset in electric revenue” changes are offset by corresponding changes in “Cost recovery mechanisms — offset in fuel and purchased power” in electric revenues. For the three months ended March 31, 2025, activity in Other/Intersegment Eliminations of $10 million, represents the changes in eliminations of related-party transactions between Ameren Missouri, Ameren Illinois, and ATXI (-$1 million), as well as changes in Ameren Transmission revenue from transmission services provided to Ameren Illinois Electric Distribution (-$9 million). See Note 8 – Related-party Transactions and Note 14 – Segment Information under Part I, Item 1, of this report for additional information on intersegment eliminations. These items have no overall impact on earnings.

Ameren

Ameren Missouri and Ameren Illinois are generally allowed to pass on to customers prudently incurred costs for fuel and purchased power. Ameren’s electric fuel and purchased power expenses increased $174 million, or 53%, for the three months ended March 31, 2025, compared with the year-ago period, primarily due to increased fuel and purchased power expenses at Ameren Missouri and Ameren Illinois Electric Distribution, as discussed below.

Ameren Missouri

Ameren Missouri’s fuel and purchased power expenses increased $164 million, or 99%, for the three months ended March 31, 2025, compared with the year-ago period.

The following items increased Ameren Missouri’s fuel and purchased power expense between periods:

  • Energy costs increased $165 million primarily due to higher spring capacity prices, which were set by annual MISO auctions. Ameren Missouri’s 5% exposure to net energy cost variances under the FAC is the difference between “Off-system sales, capacity, transmission, and FAC revenues, net” and “Energy costs (excluding the estimated effect of weather)”. These results had an immaterial impact on earnings between periods.

  • Fuel and purchased power expenses increased an estimated $8 million due to an increase in electric retail sales as a result of colder winter temperatures.

  • Transmission service charges (not included in the FAC) increased $3 million due to higher transmission rates related to increased revenue requirements of other MISO transmission operators.

“Cost recovery mechanisms — offset in electric revenue” decreased $12 million for the three months ended March 31, 2025, compared with the year-ago period, due to decreased amortization of costs previously deferred under the FAC. The changes to “Cost recovery mechanisms - offset in electric revenue” are fully offset by “Cost recovery mechanisms - offset in fuel and purchased power” in electric revenues.

Ameren Illinois Electric Distribution

Ameren Illinois Electric Distribution’s purchased power expenses increased $20 million, or 10%, for the three months ended March 31, 2025, compared with the year-ago period, primarily due to higher volumes (+$17 million) related to residential and small commercial customers switching from alternative retail electric suppliers to Ameren Illinois’ supplied power, and increased intersegment transmission service charges (+$9 million), partially offset by decreased energy prices (-$6 million), which largely reflect the results of IPA procurement events. The changes to “Cost recovery mechanisms - offset in electric revenue” are fully offset by changes to “Cost recovery mechanisms - offset in fuel and purchased power” in electric revenues.

Natural Gas Purchased for Resale

The following table presents the increases (decreases) by Ameren segment for natural gas purchased for resale for the three months ended March 31, 2025, compared with the year-ago period:

Three MonthsAmeren MissouriAmeren Illinois Electric DistributionAmeren Illinois Natural GasAmeren TransmissionOther /Intersegment EliminationsAmeren
Natural gas purchased for resale change:
Effect of weather (estimate)(a)$6$—$—$—$—$6
Cost recovery mechanisms – offset in natural gas revenue(b)(4)—16——12
Total natural gas purchased for resale change$2$—$16$—$—$18

(a)Represents the estimated variation resulting primarily from changes in cooling and heating degree-days on natural gas demand compared with the year-ago period; this variation is based on temperature readings from the National Oceanic and Atmospheric Administration weather stations at local airports in our service territories.

(b)Natural gas purchased for resale changes are offset by corresponding changes in “Natural gas revenues” on the statement of income. These items have no overall impact on earnings.

Ameren

Ameren Missouri and Ameren Illinois are allowed to pass on to customers prudently incurred costs for natural gas purchased for resale. Ameren’s natural gas purchased for resale expenses increased $18 million, or 12%, for the three months ended March 31, 2025, compared with the year-ago period, due to increased natural gas purchased for resale expenses at Ameren Illinois Natural Gas and Ameren Missouri, as discussed below.

Ameren Missouri

Ameren Missouri’s natural gas purchased for resale expenses were comparable for the three months ended March 31, 2025, compared with the year-ago period. Colder winter temperatures increased natural gas costs $6 million as heating degree days increased 21%. “Cost recovery mechanisms — offset in natural gas revenue” decreased natural gas costs $4 million due to lower amortization of natural gas costs that were previously deferred under the PGA.

Ameren Illinois Natural Gas

Ameren Illinois Natural Gas’ natural gas purchased for resale expenses increased $16 million, or 13%, for the three months ended March 31, 2025, compared with the year-ago period, primarily due to higher amortization of natural gas costs that were previously deferred under the PGA. Changes in natural gas purchased for resale expenses are fully offset by changes in natural gas revenues under the PGA.

Other Operations and Maintenance Expenses

Increase (Decrease) by Segment
Total by Segment**(a)**Overall Ameren Increase of $15 Million

1154487211039411544872110395

(a)Includes other/intersegment eliminations of $(5) million and $3 million in the three months ended March 31, 2025 and 2024, respectively.

Ameren MissouriAmeren Illinois Natural GasOther/Intersegment Eliminations
Ameren Illinois Electric DistributionAmeren Transmission

Ameren

Other operations and maintenance expenses increased $15 million in the three months ended March 31, 2025, compared with the year-ago period, due to the changes discussed below. In addition to changes by segments discussed below, other operations and maintenance expenses decreased $8 million in the three months ended March 31, 2025, for activity not reported as part of a segment, as reflected in “Other/Intersegment Eliminations” above, primarily due to a decrease of $5 million in individually insignificant items and a $3 million decrease in the elimination of the non-service cost component of net periodic benefit income. The non-service cost component of net periodic benefit cost or income at Ameren Services is allocated to the segments and primarily included in the segments’ other operations and maintenance expenses.

Ameren Transmission

Other operations and maintenance expenses were comparable between periods.

Ameren Missouri

Other operations and maintenance expenses decreased $4 million in the three months ended March 31, 2025, compared with the year-ago period, primarily due to the absence in 2025 of a $15 million charge related to the NSR and Clean Air Act litigation associated with the Rush Island Energy Center.

The following items partially offset the decrease in other operations and maintenance expenses for the three months ended March 31, 2025, compared with the year-ago period:

  • Individually insignificant increases of $7 million in various other operations and maintenance expenses, including other labor, increased maintenance expense for cloud-related software, a decrease in the cash surrender value of COLI, and increased bad debt expense.

  • Transmission and distribution storm-related costs increased $5 million in the three months ended March 31, 2025, because of the major storms experienced throughout its service territory in January and March 2025.

Ameren Illinois

Other operations and maintenance expenses increased $26 million in the three months ended March 31, 2025, compared with the year-ago period, primarily because of the following items:

Ameren Illinois Electric Distribution

Other operations and maintenance increased $30 million in the three months ended March 31, 2025, primarily due to the following items:

  • Bad debt costs increased $13 million, primarily because of a higher base level of expenses included in customer rates pursuant to the associated rider.

  • Individually insignificant increases of $7 million in various other operations and maintenance expenses including customer demand programs, increased maintenance expense for cloud-related software, customer generation rebates, and a decrease in the cash surrender value of COLI.

  • Increased costs associated with customer energy-efficiency investments under formula ratemaking of $4 million, primarily due to amortization of regulatory assets.

  • Increased costs of $2 million resulting from steps taken to comply with the CEJA.

  • Storm-related costs, including related amortizations of previously deferred balances, increased $2 million due to major storms experienced throughout its service territory in January and March 2025.

Ameren Illinois Natural Gas

Other operations and maintenance costs decreased $3 million in the three months ended March 31, 2025, primarily due to a decrease in labor expense resulting from steps taken to align operations and maintenance expense as a result of the November 2023 ICC natural gas rate order.

Ameren Illinois Transmission

Other operations and maintenance expenses were comparable between periods.

Depreciation and Amortization Expenses

Increase (Decrease) by Segment
Total by Segment**(a)**Overall Ameren Increase of $6 Million

1154487211067111544872110672

(a)Includes other/intersegment eliminations of $2 million and $1 million in the three months ended March 31, 2025 and 2024, respectively.

Ameren MissouriAmeren Illinois Natural GasOther/Intersegment Eliminations
Ameren Illinois Electric DistributionAmeren Transmission

Depreciation and amortization expenses increased $6 million in the three months ended March 31, 2025, compared with the year-ago period, at Ameren and Ameren Illinois, respectively, primarily because of an increase of $9 million at Ameren Transmission due to additional property, plant, and equipment investments. Depreciation and amortization expenses decreased $1 million at Ameren Missouri in the three months ended March 31, 2025. Ameren’s and Ameren Missouri’s depreciation and amortization expenses for the three months ended March 31, 2025, compared with the year-ago period, were affected by the following, which include the effect of the additional investments at Ameren Missouri:

  • Depreciation and amortization expenses reflected a deferral to a regulatory asset of depreciation and amortization associated with investments in eligible property, plant, and equipment not yet included in base rates, pursuant to PISA and RESRAM, which decreased depreciation and amortization expenses by $10 million.

  • The amortization of a regulatory asset associated with the securitization of Ameren Missouri’s Rush Island Energy Center increased depreciation and amortization expenses by $6 million.

  • The lower net under-recovery of RESRAM eligible expenses increased depreciation and amortization expenses by $3 million.

Taxes Other Than Income Taxes

Increase (Decrease) by Segment
Total by Segment**(a)**Overall Ameren Increase of $9 Million

11544872110991 11544872110993

(a)Includes $1 million and $2 million at Ameren Transmission in the three months ended March 31, 2025 and 2024, respectively, and other/intersegment eliminations of $4 million and $3 million in the three months ended March 31, 2025 and 2024, respectively.

Ameren MissouriAmeren Illinois Natural GasOther/Intersegment Eliminations
Ameren Illinois Electric DistributionAmeren Transmission

Taxes other than income taxes increased $9 million in the three months ended March 31, 2025, compared with the year-ago period, primarily because of an increase of $4 million, $3 million and $2 million at Ameren Illinois Electric Distribution, Ameren Illinois Natural Gas and Ameren Missouri, respectively. Taxes other than income taxes increased primarily due to an increase in gross receipts taxes of $3 million, $3 million and $1 million at Ameren Illinois Natural Gas, Ameren Missouri, and Ameren Illinois Electric Distribution, respectively, resulting from increased retail electric and natural gas sales; and an increase of $2 million at Ameren Illinois Electric Distribution due to an increase in excise taxes resulting from higher invested capital taxes.

Other Income, Net

Increase (Decrease) by Segment
Total by Segment**(a)**Overall Ameren Decrease of $4 Million

1154487211132211544872111323

Ameren MissouriAmeren Illinois Natural GasOther/Intersegment Eliminations
Ameren Illinois Electric DistributionAmeren Transmission

See Note 5 – Other Income, Net, under Part I, Item 1, of this report for additional information. See Note 11 – Retirement Benefits under Part I, Item 1, of this report for more information on the non-service cost components of net periodic benefit income.

Ameren

Other income, net, decreased $4 million in the three months ended March 31, 2025. In addition to changes discussed below, other income, net, decreased $7 million for activity not reported as part of a segment, primarily due to the decrease in income of $4 million from equity method investments to advance clean and resilient energy technologies and a decrease of $3 million in the non-service cost component of net periodic benefit income.

Ameren Transmission

Other income, net, increased $5 million in the three months ended March 31, 2025, due to a higher allowance for equity funds used during construction, primarily resulting from a decreased level of short-term borrowings included in the calculation and higher average construction work in progress balances.

Ameren Missouri

Other income, net, were comparable between periods.

Ameren Illinois

Other income, net, increased $3 million in the three months ended March 31, 2025, compared with the year-ago period, primarily due to an increase of $7 million in the allowance of equity funds used during construction, largely at Ameren Illinois Transmission. Other income, net, increased $3 million from other interest income on regulatory balances, largely at Ameren Illinois Electric Distribution. These increases were partially offset by a decrease of $7 million in the non-service cost component of net periodic benefit income, primarily at Ameren Illinois Electric Distribution.

Interest Charges

Increase (Decrease) by Segment
Total by SegmentOverall Ameren Increase of $21 Million

1154487211133911544872111340

Ameren MissouriAmeren Illinois Natural GasOther/Intersegment Eliminations
Ameren Illinois Electric DistributionAmeren Transmission

See Note 3 – Short-term Debt and Liquidity under Part I, Item 1, of this report and the Long-term Debt and Equity section below for additional information on short-term borrowings and long-term debt, respectively, discussed below.

Ameren

Interest charges increased $21 million in the three months ended March 31, 2025, compared with the year-ago period. In addition to changes by segments discussed below, interest charges increased $19 million, compared with the year-ago period, at Ameren (parent) primarily because of an increased level of short-term borrowings.

Ameren Transmission

Interest charges were comparable between periods.

Ameren Missouri

Interest charges decreased $2 million in the three months ended March 31, 2025, compared with the year-ago period. Interest charges reflected a deferral to a regulatory asset of interest associated with investments in eligible property, plant and equipment not yet reflected in rates pursuant to PISA and RESRAM, which decreased interest charges by $17 million. Interest charges also decreased by $3 million due to the maturity of $350 million of senior secured notes bearing a 3.5% interest rate in April 2024 that were repaid with cash on hand.

The above decreases were largely offset by an increase in interest charges because of issuances of long-term debt in January 2024, April 2024, October 2024, and the December 2024 issuance of securitized utility tariff bonds associated with the retirement of the Rush Island Energy Center, see Note 14 - Commitments and Contingencies under Part II, Item 8, in the Form 10-K for more information, which cumulatively increased interest charges by $18 million.

Ameren Illinois

Interest charges increased $7 million in the three months ended March 31, 2025, compared with the year-ago period, because of increases of $4 million at Ameren Illinois Electric Distribution and $3 million at Ameren Illinois Transmission, primarily due to issuances of long-term debt in June 2024 and March 2025.

Income Taxes

The following table presents effective income tax rates for the three months ended March 31, 2025 and 2024:

Three Months**(a)**
20252024
Ameren14%14%
Ameren Missouri8%4%
Ameren Illinois24%24%
Ameren Illinois Electric Distribution21%17%
Ameren Illinois Natural Gas26%26%
Ameren Illinois Transmission25%25%
Ameren Transmission25%26%

(a)Estimate of the annual effective income tax rate adjusted to reflect the tax effect of items discrete to the three months ended March 31, 2025 and 2024.

See Note 12 – Income Taxes under Part I, Item 1, of this report for a reconciliation of the federal statutory corporate income tax rate to the effective income tax rate for the Ameren Companies.

The effective tax rate was higher at Ameren Illinois Electric Distribution in the three months ended March 31, 2025, compared with the year-ago period, primarily due to a decrease in excess deferred tax amortization pursuant to an ICC order, which was offset by a corresponding increase in revenues.

LIQUIDITY AND CAPITAL RESOURCES

Collections from our utility 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). As of March 31, 2025, there have been no material changes other than in the ordinary course of business related to cash requirements arising from the long-term commitments for fuel for generation, purchased power, and natural gas for distribution as described under Liquidity and Capital Resources in Item 7 of the Form 10-K.

We expect to make significant capital expenditures over the next five years, 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 the Form 10-K and Note 4 – Long-term Debt and Equity Financings under Part I, Item 1, 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 2029. Additionally, Ameren may offer and sell from time to time common stock, including under its ATM program, which includes the ability to enter into forward sale agreements, subject to market conditions and other factors. There were no shares issued under the ATM program during the three months ended March 31, 2025. As of March 31, 2025, Ameren had multiple forward sale agreements that could be settled under the ATM program with various counterparties relating to 5.8 million shares of common stock. Ameren expects to settle approximately $530 million of the forward sale agreements with physical delivery of 5.8 million shares of common stock by December 31, 2025. Including issuances under the DRPlus and employee benefit plans, Ameren plans to issue approximately $600 million of equity each year from 2025 to 2029. 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. In 2025, Ameren intends to increase the amount of common stock available for sale under its ATM program. The Ameren Companies expect their equity to total capitalization and cash flow metrics to support solid investment-grade credit ratings. See Long-term Debt and Equity below and Note 4 – Long-term Debt and Equity Financings under Part I, Item 1, 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 three months ended March 31, 2025 and 2024:

Net Cash Provided By Operating ActivitiesNet Cash Used In Investing ActivitiesNet Cash Provided By (Used In) Financing Activities
20252024Variance20252024Variance20252024Variance
Ameren$431(a)$492(a)$(61)$(1,087)$(906)$(181)$704$497$207
Ameren Missouri97177(80)(647)(482)(165)578311267
Ameren Illinois342(a)415(a)(73)(363)(372)935(23)58

(a)Both Ameren and Ameren Illinois’ cash provided by operating activities included cash outflows of $22 million and $24 million for the electric energy-efficiency rider and $14 million and $6 million for the customer generation rebate program for the three months ended March 31, 2025 and 2024, 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.

Ameren

Ameren’s cash provided by operating activities decreased $61 million in the first three months of 2025, compared with the year-ago period. The following items contributed to the decrease:

  • A $62 million increase in interest payments, primarily due to an increase in the average outstanding debt.

  • A $24 million decrease due to the timing of receipts and refunds of customer deposits.

  • A $22 million decrease due to the absence of insurance proceeds received in 2024 related to workers’ compensation claims at Ameren Illinois.

  • A $10 million decrease due to payments for the spring 2025 scheduled refueling and maintenance outage at the Callaway Energy Center, which began in late March 2025. There was no scheduled outage in 2024.

  • An $8 million decrease due to the absence of payments received from the DOE in 2024 for reimbursement of spent nuclear fuel storage and related costs.

  • An $8 million increase in property tax payments at Ameren Missouri, primarily due to higher assessed property tax values.

  • An $8 million decrease due to higher restoration costs, primarily at Ameren Illinois, related to major storms in January and March 2025.

  • A $7 million decrease due to the timing of payments for accounts payable and prepaid expenses.

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

  • A $96 million increase, primarily at Ameren Illinois, resulting from increased customer collections primarily from electric distribution and transmission base rate increases and rate base growth and higher electric and natural gas distribution sales volumes due to colder winter temperatures in 2025.

  • An $8 million increase due to lower payments for coal deliveries primarily due to weather-related transportation delays.

Ameren Missouri

Ameren Missouri’s cash provided by operating activities decreased $80 million in the first three months of 2025, compared with the year-ago period. The following items contributed to the decrease:

  • A $35 million decrease due to the timing of payments for accounts payable and prepaid expenses.

  • A $20 million decrease due to lower income tax refunds from Ameren (parent), pursuant to the tax allocation agreement, primarily due to higher taxable income compared to 2024.

  • A $19 million increase in interest payments, primarily due to an increase in the average outstanding debt.

  • A $10 million decrease due to payments for the spring 2025 scheduled refueling and maintenance outage at the Callaway Energy Center, which began in late March 2025. There was no scheduled outage in 2024.

  • An $8 million decrease due to the timing of payments received from the DOE for reimbursement of spent nuclear fuel storage and related costs.

  • An $8 million increase in property tax payments, primarily due to higher assessed property tax values.

The decrease in Ameren Missouri’s cash from operating activities between periods was partially offset by an $8 million increase due to lower payments for coal deliveries primarily due to weather-related transportation delays.

Ameren Illinois

Ameren Illinois’ cash provided by operating activities decreased $73 million in the first three months of 2025, compared with the year-ago period. The following items contributed to the decrease:

  • A $65 million decrease due to higher income tax payments to Ameren (parent), pursuant to the tax allocation agreement, primarily due to higher taxable income compared to 2024.

  • A $22 million decrease due to the absence of insurance proceeds received in 2024 related to workers’ compensation claims.

  • A $15 million decrease due to individually insignificant items including higher materials and supplies purchases, payments to contractors, and workers’ compensation payments, as well as an increase in net collateral posted with counterparties.

  • A $14 million increase in interest payments, primarily due to an increase in the average outstanding debt.

  • A $14 million decrease due to the timing of receipts and refunds of customer deposits.

  • An $8 million decrease due to the timing of payments for accounts payable.

  • A $6 million decrease due to higher restoration costs related to major storms in January and March 2025.

The decrease in Ameren Illinois’ cash from operating activities between periods was partially offset by a $92 million increase resulting from increased customer collections primarily from electric distribution and transmission base rate increases and rate base growth and higher electric and natural gas distribution sales volumes due to colder winter temperatures in 2025.

Cash Flows from Investing Activities

Ameren’s cash used in investing activities increased $181 million during the first three months of 2025, compared with the year-ago period, primarily as a result of a $174 million increase in capital expenditures, largely resulting from increased natural gas and renewable generation-related investments at Ameren Missouri, and increased storm-related expenditures at Ameren Missouri and Ameren Illinois, partially offset by decreased expenditures for electric distribution infrastructure upgrades at Ameren Illinois. In addition, Ameren’s cash used in investing activities increased due to a $10 million increase in net investment activity in the nuclear decommissioning trust fund at Ameren Missouri.

Ameren Missouri’s cash used in investing activities increased $165 million during the first three months of 2025, compared with the year-ago period, primarily as a result of a $192 million increase in capital expenditures, largely resulting from increased natural gas and renewable generation-related investments, as well as increased storm-related expenditures. Ameren Missouri’s cash used in investing activities also increased due to a $10 million increase in net investment activity in the nuclear decommissioning trust fund, and was partially offset by a $43 million decrease in net money pool advances.

Ameren Illinois’ cash used in investing activities decreased $9 million during the first three months of 2025, compared with the year-ago period, primarily as a result of a $10 million decrease in capital expenditures, largely resulting from decreased expenditures for electric distribution infrastructure upgrades, partially offset by increased storm-related expenditures.

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 consolidated financing activities increased $207 million during the first three months of 2025, compared with the year-ago period. During the first three months of 2025, Ameren utilized net proceeds from the issuance of long-term debt of $1.1 billion for general corporate purposes, and to repay $300 million of long-term debt maturities and then-outstanding short-term debt. During the first three months of 2025, Ameren utilized proceeds from net commercial paper issuances of $108 million and cash provided by operating activities to fund, in part, capital expenditures. In comparison, during the first three months of 2024, Ameren utilized net proceeds from the issuance of long-term debt of $347 million for capital expenditures and to repay then-outstanding short-term debt. In addition, during the first three months of 2024, Ameren utilized proceeds from net commercial paper issuances of $332 million along with cash provided by operating activities to fund, in part, capital expenditures. During the first three months of 2025, Ameren paid common stock dividends of $191 million, compared with $178 million in the year-ago period, as a result of an increase in both the dividend rate and the number of common shares outstanding.

Ameren Missouri’s cash provided by financing activities increased $267 million during the first three months of 2025, compared with the year-ago period. During the first three months of 2025, Ameren Missouri utilized proceeds from net commercial paper issuances of $629 million and cash provided by operating activities to fund, in part, capital expenditures. In comparison, during the first three months of

2024, Ameren Missouri utilized net proceeds from the issuance of long-term debt of $347 million for capital expenditures and to repay then-outstanding short-term debt. Additionally, during the first three months of 2024, Ameren Missouri utilized net commercial paper issuances totaling $274 million and cash provided by operating activities to fund, in part, capital expenditures, and repaid $306 million of money pool borrowings. During the first three months of 2025, Ameren Missouri also paid common stock dividends of $50 million.

Ameren Illinois’ financing activities provided cash of $35 million during the first three months of 2025, compared to using cash of $23 million during the year-ago period. During the first three months of 2025, Ameren Illinois utilized proceeds from the issuance of long-term debt of $350 million to repay $300 million of long-term debt maturities and then-outstanding short-term debt. Ameren Illinois also utilized proceeds from net commercial paper issuances of $101 million and cash provided by operating activities to fund, in part, capital expenditures, and to repay $37 million of money pool borrowings during the first three months of 2025. In comparison, during the first three months of 2024, Ameren Illinois utilized proceeds from net commercial paper issuances of $58 million and cash provided by operating activities to fund, in part, capital expenditures, and to repay $81 million of money pool borrowings. During the first three months of 2025, Ameren Illinois also paid common stock dividends of $75 million.

See Long-term Debt and Equity in this section for additional information on maturities and issuances of long-term debt, and issuances of common stock.

Short-term Debt and Liquidity

The following table presents Ameren’s consolidated net available liquidity as of March 31, 2025:

Available at March 31, 2025
Ameren (parent) and Ameren Missouri:
Missouri Credit Agreement – borrowing capacity$1,400
Less: Ameren (parent) commercial paper outstanding255
Less: Ameren Missouri commercial paper outstanding629
Less: Letters of credit20
Missouri Credit Agreement – subtotal496
Ameren (parent) and Ameren Illinois:
Illinois Credit Agreement – borrowing capacity1,200
Less: Ameren (parent) commercial paper outstanding179
Less: Ameren Illinois commercial paper outstanding189
Less: Letters of credit4
Illinois Credit Agreement – subtotal828
Subtotal$1,324
Add: Cash and cash equivalents23
Net Available Liquidity**(a)**$1,347

(a)Does not include Ameren’s forward equity sale agreements. See Note 4 – Long-term Debt and Equity Financings under Part I, Item 1, of this report for additional information.

The Credit Agreements, among other things, provide $2.6 billion of credit until maturity in December 2028. See Note 3 – Short-term Debt and Liquidity under Part I, Item 1, of this report for additional information on the Credit Agreements. During the three months ended March 31, 2025, 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 the 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.

See Note 3 – Short-term Debt and Liquidity under Part I, Item 1, of this report for additional information on credit agreements, commercial paper issuances, Ameren’s money pool agreements and related borrowings, and relevant 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 2025, the FERC issued orders authorizing Ameren Missouri, Ameren Illinois, and ATXI to issue up to $1.4 billion, $1 billion, and $500 million, respectively, of short-term debt securities through January 2027.

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 the existing Credit Agreements or to other borrowing arrangements, or other arrangements may be made.

Long-term Debt and Equity

The following table presents 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 three months ended March 31, 2025 and 2024:

Month Issued, Redeemed, or Matured20252024
Issuances of Long-term Debt
Ameren:
5.375% Senior unsecured notes due 2035March$749$—
Ameren Missouri:
5.25% First mortgage bonds due 2054January—347
Ameren Illinois:
5.625% First mortgage bonds due 2055March350—
Total Ameren long-term debt issuances$1,099$347
Issuances of Common Stock
Ameren:
DRPlus and 401(k)(a)(b)Various$13$10
Total Ameren common stock issuances(c)$13$10
Maturities of Long-term Debt
Ameren Illinois:
3.25% Senior secured notes due 2025March$300$—
Total Ameren long-term debt maturities$300$—

(a)Ameren issued a total of 0.1 million and 0.1 million shares of common stock under its DRPlus and 401(k) plan for the three months ended March 31, 2025 and 2024, respectively.

(b)Excludes a $9 million and $7 million receivable at March 31, 2025 and 2024, respectively.

(c)Excludes 0.3 million and 0.2 million shares of common stock valued at $25 million and $16 million issued for no cash consideration in connection with stock-based compensation for the three months ended March 31, 2025 and 2024, respectively.

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.

See Note 4 – Long-term Debt and Equity Financings under Part I, Item 1, of this report for additional information, including proceeds from issuances of long-term debt, the use of those proceeds, Ameren’s forward equity sale agreements, and the ATM program.

Indebtedness Provisions and Other Covenants

At March 31, 2025, the Ameren Companies were in compliance with the provisions and covenants contained in 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 3 – Short-term Debt and Liquidity under Part I, Item 1, of this report and Note 4 – Short-term Debt and Liquidity and Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, of the Form 10-K for a discussion of provisions, applicable cross-default provisions, and covenants contained in our credit agreements, in ATXI’s note purchase agreements, and in certain of the Ameren Companies’ indentures and articles of incorporation.

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 their respective 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

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 annual earnings over the next few years.

See Note 4 – Short-term Debt and Liquidity and Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, of the Form 10-K for additional discussion of covenants and provisions contained in certain of the Ameren Companies’ financial agreements and articles of incorporation that would restrict the Ameren Companies’ payment of dividends in certain circumstances. At March 31, 2025, none of these circumstances existed at Ameren, Ameren Missouri, or Ameren Illinois and, as a result, these companies were not restricted from paying dividends.

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 Corporation, for the three months ended March 31, 2025 and 2024:

Three Months
20252024
Ameren$191$178
Ameren Missouri50—
Ameren Illinois75—
ATXI15—

Credit Ratings

Our credit ratings affect our liquidity, our access to the capital 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 by Moody’s and S&P, as applicable, effective on the date of this report:

Moody’sS&P
Ameren:
Issuer/corporate credit ratingBaa1BBB+
Senior unsecured debtBaa1BBB
Commercial paperP-2A-2
Ameren Missouri:
Issuer/corporate credit ratingBaa1BBB+
Secured debtA2A
Senior unsecured debtBaa1Not Rated
Commercial paperP-2A-2
AMF securitized utility tariff bondsAaaAAA
Ameren Illinois:
Issuer/corporate credit ratingA3BBB+
Secured debtA1A
Senior unsecured debtA3BBB+
Commercial paperP-2A-2
ATXI:
Issuer credit ratingA2Not Rated
Senior unsecured debtA2Not Rated

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 $61 million for Ameren and Ameren Illinois at March 31, 2025. A sub-investment-grade issuer or senior unsecured debt rating (below “Baa3” from Moody’s or below “BBB-” from S&P) at March 31, 2025, 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 $687 million, $661 million, and $26 million, respectively.

Changes in commodity prices could trigger additional collateral postings and prepayments. Based on credit ratings at March 31, 2025, if market prices were 15% higher or lower than March 31, 2025 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, and 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.

OUTLOOK

Below are some key trends, events, and uncertainties that may reasonably affect our results of operations, financial condition, or liquidity, as well as our ability to achieve strategic and financial objectives, for 2025 and beyond. For additional information regarding recent rate orders, lawsuits, and pending requests filed with state and federal regulatory commissions, including those discussed below, see Note 2 – Rate and Regulatory Matters under Part I, Item 1, of this report and Note 2 – Rate and Regulatory Matters under Part II, Item 8, of the Form 10-K.

Operations

*•*In April 2025, Missouri Senate Bill 4 was enacted and will become effective in August 2025. The law made modifications to integrated resource planning, which requires Missouri electric utilities to file plans for meeting their customers' long-term energy needs. By August 2027, the MoPSC will publish a schedule for Missouri electric utilities to file integrated resource plans every four years. The MoPSC will be required to issue an order on the plans and shall determine whether the electric utility has submitted sufficient documentation and selected preferred resource plans representing a reasonable and prudent means of the utility's load serving obligations at just and reasonable rates. In making this determination, the MoPSC shall consider whether the plans appropriately balance specific factors described in the law. If the MoPSC approves the plans, requests for CCNs for new generation facilities to be constructed or acquired as a part of the approved plans shall be deemed necessary and convenient and the scope of the CCN proceedings to review projects will be limited. The approved generation facilities will also be eligible to include construction work in progress in rate base, subject to MoPSC approval, which would improve the timeliness of cash recovery. Utilities are not allowed to capitalize allowance for funds used during construction on amounts included in rate base under this provision. The amount of construction work in progress to be included in rate base is limited to prudently incurred expenditures made within the construction period for the facility. Separately, outside of the integrated resource planning process discussed above, the law allows a Missouri electric utility to request that the MoPSC authorize the inclusion of construction work in progress for new natural gas-fired generation facilities in rate base, subject to the same restrictions discussed above. The provisions allowing for the inclusion of construction work in progress on natural gas-fired generation in rate base expire in December 2035, unless Ameren Missouri requests and receives MoPSC approval of an extension through 2045. Also, beginning in July 2026 the law allows natural gas utilities to file regulatory rate reviews using a future test year, subject to MoPSC approval. If a natural gas utility is allowed to use a future test year, a reconciliation of the actual rate base and certain forecasted costs will be performed 45 days after the end of the test year. If a given year’s actual revenue requirement is less than the revenue requirement approved by the MoPSC due to changes in rate base or certain other costs, an adjustment is made to reduce natural gas operating revenues with an offset to a regulatory liability to reflect that test year’s amounts. The regulatory liability will then be refunded to customers in the next regulatory rate review and will accrue carrying costs at the applicable WACC. The law also made certain modifications to the PISA as discussed below.

  • The PISA permits Ameren Missouri to defer and recover 85% of the depreciation expense for investments in qualifying property, plant, and equipment placed in service and not included in base rates. Investments not eligible for recovery under the PISA include amounts related to new nuclear generation facilities and service to new customer premises. Additionally, the PISA permits Ameren Missouri to earn a return at the applicable WACC on 85% of rate base that incorporates those qualifying investments, as well as changes in total accumulated depreciation excluding retirements and plant-related deferred income taxes since the previous regulatory rate review. The regulatory asset for accumulated PISA deferrals also earns a return at the applicable WACC until added to rate base prospectively. Ameren Missouri recognizes an offset to “Interest Charges” on its consolidated statement of income for its carrying cost of debt relating to each return allowed under the PISA, with the difference between the applicable WACC and its carrying cost of debt recognized in revenues when recovery of PISA deferrals is reflected in customer rates. Approved PISA deferrals are recovered over a period of 20 years following a regulatory rate review. Additionally, under the RESRAM, Ameren Missouri is permitted to recover the 15% of depreciation expense not recovered under the PISA, and earn a return at the applicable WACC for investments in renewable generation plant placed in service to comply with Missouri’s renewable energy standard. Accumulated RESRAM deferrals earn carrying costs at short-term interest rates. The PISA and the RESRAM mitigate the effects of regulatory lag between regulatory rate reviews. Those investments not eligible for recovery under the PISA and the remaining 15% of certain property, plant, and equipment placed in service, unless eligible for recovery under the RESRAM, remain subject to regulatory lag. As a result of the PISA election, additional provisions of the law apply to Ameren Missouri, including limitations on electric customer rate increases. Pursuant to Missouri law enacted in April 2025 and discussed above, Ameren Missouri’s PISA election was extended through 2035 and an additional extension through 2040 is allowed if requested by Ameren Missouri and approved by the MoPSC. This law also reduced the annual limit on increases to the electric service revenue requirement used to set customer rates, compared to the revenue requirement established in the immediately preceding rate order, due to the inclusion of incremental PISA deferrals in the revenue requirement. The annual limit currently in effect is 2.5% and will change to 2.25%, prorated monthly, for revenue requirements approved by the MoPSC after August 2025.

*•*In April 2025, the MoPSC issued an order that authorizes an increase of $355 million to Ameren Missouri’s annual revenue requirement for electric retail service, effective June 1, 2025. The order changed annualized depreciation, regulatory asset and liability amortization amounts, and the base level of expenses for trackers. On an annualized basis, these changes reflect an increase in “Depreciation and amortization” of approximately $70 million, among other expense changes, on Ameren’s and Ameren Missouri’s consolidated statements of income. As a result of this order, Ameren Missouri expects a year-over-year increase to 2025 earnings, compared to 2024, of approximately $100 million.

  • In September 2024, Ameren Missouri filed a request with the MoPSC seeking approval to increase its annual revenues for natural gas delivery service. In May 2025, Ameren Missouri filed an updated request seeking approval to increase its annual revenues for natural gas delivery service by $38 million. The MoPSC proceeding relating to the proposed natural gas delivery service rate changes will take place over 11 months, with a decision by the MoPSC expected by August 2025 and new rates effective by September 2025. Ameren Missouri cannot predict the level of any natural gas delivery service rate change the MoPSC may approve, whether the requested regulatory recovery mechanisms will be continued, or whether any rate change that may eventually be approved will be sufficient for Ameren Missouri to recover its costs and earn a reasonable return on its investments when the rate change goes into effect.

  • Ameren Illinois and ATXI use a forward-looking rate calculation with an annual revenue requirement reconciliation for each company’s electric transmission business. Based on expected rate base and the currently allowed 10.48% ROE, which includes a 50-basis-point incentive adder for participation in an RTO, the revenue requirements that will be included in 2025 rates for Ameren Illinois’ and ATXI’s electric transmission businesses are $643 million and $232 million, respectively. These revenue requirements represent increases in Ameren Illinois’ and ATXI’s revenue requirements of $94 million and $9 million, respectively, from the revenue requirements reflected in 2024 rates, primarily due to higher expected rate base. These rates will affect Ameren Illinois’ and ATXI’s cash receipts during 2025, but will not determine their respective electric transmission service operating revenues, which will instead be based on 2025 actual recoverable costs, rate base, and a return on rate base at the applicable WACC as calculated under the FERC formula ratemaking framework.

  • In March 2020, the FERC issued a Notice of Proposed Rulemaking on its transmission incentives policy, which proposed to increase the incentive ROE for participation in an RTO to 100 basis points from the current 50 basis points and revised the parameters for awarding incentives, while limiting the overall incentives to a cap of 250 basis points, among other things. In April 2021, the FERC issued a Supplemental Notice of Proposed Rulemaking, which proposed to modify the Notice of Proposed Rulemaking’s incentive for participation in an RTO by limiting this incentive for utilities that join an RTO to 50 basis points and only allowing them to earn the incentive for three years, among other things. If this proposal is included in a final rule, Ameren Illinois and ATXI would no longer be eligible for the 50 basis point RTO incentive adder, prospectively. The FERC is under no deadline to issue a final rule on this matter. Ameren is unable to predict the ultimate impact of any changes to the FERC’s incentives policy. A 50-basis-point change in the FERC-allowed ROE would affect Ameren’s and Ameren Illinois’ annual net income by an estimated $17 million and $12 million, respectively, based on each company’s 2025 projected rate base.

  • Pursuant to the CEJA, Ameren Illinois may file an MYRP with the ICC to establish base rates for electric distribution service to be charged to customers for each calendar year of a four-year period. The base rates for a particular calendar year are based on forecasted recoverable costs and an ICC-determined ROE applied to Ameren Illinois’ forecasted average annual rate base using a forecasted capital structure, with a common equity ratio of up to 50% being deemed prudent and reasonable by law and a higher equity ratio requiring specific ICC approval. The ROE determined by the ICC for each calendar year of the four-year period is subject to annual adjustments based on certain performance incentives and penalties. An MYRP allows Ameren Illinois to reconcile electric distribution service rates to its actual revenue requirement on an annual basis, subject to a reconciliation cap and adjustments to the ROE. Under the MYRP discussed below, Ameren Illinois’ 2025 electric distribution service revenues will be based on its 2025 actual recoverable costs, 2025 year-end rate base, and an ROE of 8.72%, as adjusted for any performance incentives or penalties, provided the actual revenue requirement does not exceed the reconciliation cap. If a given year’s revenue amount collected from customers varies from the approved revenue requirement, an adjustment is made to electric operating revenues with an offset to a regulatory asset or liability to reflect that year’s actual revenue requirement. The regulatory balance is then collected from, or refunded to, customers within two years from the end of the applicable annual period. Additionally, the RBA ensures electric distribution service revenues are decoupled from sales volumes and wholesale and miscellaneous revenue differences from those assumed in the revenue requirement approved by the ICC. The RBA remains effective whether Ameren Illinois elects to file an MYRP or a traditional regulatory rate review. In April 2025, Ameren Illinois filed a reconciliation adjustment to its 2024 electric distribution service revenue requirement with the ICC, requesting recovery of $61 million. An ICC decision in this proceeding is required by December 2025, and any approved adjustment would be collected from customers in 2026.

*•*In December 2024, the ICC issued an order in connection with a revised Grid Plan and a revised MYRP filed by Ameren Illinois in March 2024, approving revenue requirements for electric distribution services for 2024 through 2027 of $1,206 million, $1,287 million, $1,367 million, and $1,421 million, respectively. Using the 2023 revenue requirement as a starting point, the approved revenue requirements in the ICC’s December 2024 order represent a cumulative four-year increase of $308 million. Rate changes consistent with the December 2024 order became effective in December 2024. In January 2025, Ameren Illinois filed a request for rehearing of the ICC’s December 2024 order to revise the allowed ROE and to include an asset associated with other postretirement benefits in the rate base, among other things. Subsequently, in February 2025, the ICC denied the rehearing request. In March 2025, Ameren Illinois filed an appeal of the ICC’s December 2024 order to the Illinois Appellate Court for the Fifth Judicial District. In addition, Ameren Illinois filed an appeal related to orders issued by the ICC in December 2023 and June 2024 related to the MYRP proceeding. The appellate court is under no deadline to address the appeals, and Ameren Illinois cannot predict the ultimate outcome of the appeals.

*•*Pursuant to Illinois law, Ameren Illinois’ electric energy-efficiency investments are deferred as a regulatory asset and earn a return at the applicable WACC, with the ROE component based on the annual average of the monthly yields of the 30-year United States Treasury bonds plus 580 basis points. The allowed ROE on electric energy-efficiency investments can be increased or decreased by up to 200 basis points, depending on the achievement of annual energy savings goals. The ICC has approved a plan for Ameren Illinois to invest approximately $120 million in electric energy-efficiency programs in 2025. In February 2025, Ameren Illinois filed an energy-efficiency plan with the ICC, which includes annual investments in electric energy-efficiency programs up to $126 million per year from 2026 through 2029. A decision by the ICC in this proceeding is expected by September 2025.

  • In January 2025, Ameren Illinois filed a request with the ICC seeking approval to increase its annual revenues for natural gas delivery service by $140 million. A decision by the ICC in this proceeding is required by early December 2025, with new rates expected to be effective in December 2025. Ameren Illinois cannot predict the level of any delivery service rate change the ICC may approve, nor whether any rate change that may eventually be approved will be sufficient to enable Ameren Illinois to recover its costs and to earn a reasonable return on investments when the rate changes go into effect.

  • A November 2023 ICC order directed the ICC staff to develop a plan for a future of gas proceeding. All of the Illinois natural gas utilities subject to ICC regulation are included in this proceeding, which is exploring issues involving the decarbonization of the natural gas distribution system in light of the state of Illinois’ goal of economy-wide 100% clean energy by 2050, pursuant to the CEJA. Some of the issues being addressed include the mitigation of any natural gas distribution stranded assets, the role of energy efficiency in decarbonization, and the associated impacts of natural gas decarbonization to the electric distribution system, among others. A final ICC staff report is expected in early 2026 and will be used by the ICC to guide further action, if any.

  • Ameren Missouri’s scheduled refueling and maintenance outage at its Callaway Energy Center began in late March 2025 and the energy center is expected to return to service in May 2025. During a scheduled refueling, which occurs every 18 months, maintenance expenses are deferred as a regulatory asset and amortized until the completion of the next refueling and maintenance outage. During an outage, depending on the availability of its other generation sources and the market prices for power, Ameren Missouri’s purchased power costs may increase and the amount of excess power available for sale may decrease versus non-outage years. Changes in purchased power costs and excess power available for sale are included in the FAC, which results in limited impacts to earnings. In addition, Ameren Missouri may incur increased non-nuclear energy center maintenance costs in non-outage years. Ameren Missouri’s next refueling and maintenance outage at its Callaway Energy Center is scheduled for the fall of 2026.

  • In late 2024 three turbines at the High Prairie Energy Center collapsed, resulting in significantly reduced operation of the energy center. While the investigation into the cause of the collapse is ongoing, a large majority of the turbines at the energy center have returned to operation, and work is ongoing to restore the remaining turbines.

  • In late April 2025, the MISO released the results of its annual capacity auction, which included capacity price increases in the central region of the MISO footprint, where Ameren Missouri’s and Ameren Illinois’ service territories are located. Capacity prices increased from $30 per MW-day for the summer of 2024 pursuant to the April 2024 capacity auction to $667 per MW-day for the summer of 2025. Higher capacity revenues and purchased power costs at Ameren Missouri and higher purchased power costs at Ameren Illinois are expected; however, Ameren Missouri and Ameren Illinois are still assessing the results of the April 2025 MISO capacity auction. Ameren Missouri sells nearly all of its capacity to the MISO and purchases the capacity it needs to supply its native load sales from the MISO. Ameren Missouri’s capacity revenues and purchased power costs are a part of the net energy costs recoverable under the FAC, with 95% of the variance between net energy costs and the amount set in base rates recovered or refunded through the FAC. Ameren Illinois has power procurement riders that allow the difference between actual purchased power costs and costs billed to customers to be deferred as a regulatory asset or liability. These pass-through costs do not affect Ameren Illinois’ net income, as any change in costs are offset by a corresponding change in revenues.

  • Ameren Missouri and Ameren Illinois continue to make infrastructure investments and expect to seek increases to electric and natural gas rates to recover the cost of investments and earn an adequate return. Ameren Missouri and Ameren Illinois will also seek new, or to

maintain existing, regulatory and legislative solutions to address regulatory lag and to support investment in their utility infrastructure for the benefit of their customers. Ameren Missouri and Ameren Illinois continue to face cost recovery pressures, higher cost of debt, customer conservation efforts, the impacts of additional customer energy-efficiency programs, and increased customer use of increasingly cost-effective advancements in innovative energy technologies, including private generation and battery storage. We expect a net increase in demand resulting from the electrification of the economy, including in the transportation sector. In addition, several entities in various industries, including data center, manufacturing, aviation and defense, and biotechnology, are considering either locating or expanding their operations within our service territories. As a result, Ameren Missouri expects to file a modified rate structure for large primary service customers with the MoPSC in the second quarter of 2025. Construction agreements associated with new data centers representing a maximum of 2.3 gigawatts have been signed, subject to MoPSC approval of the modified rate structure. To serve these new loads, we expect increased investments will be necessary, including expected future investments for environmental compliance, system reliability improvements, and new generation sources, that will result in rate base and revenue growth but also higher depreciation and financing costs.

Liquidity and Capital Resources

  • In 2025, the new presidential administration took executive action to impose additional foreign trade tariffs on various goods imported from numerous countries, and several of these countries imposed retaliatory foreign trade tariffs in response. Some of these foreign trade tariffs have been modified several times and/or paused for specific periods of time. The Ameren Companies are assessing the foreign trade tariffs and have not experienced material impacts on their results of operations, financial position, and liquidity, but the foreign trade tariffs may have future impacts. The Ameren Companies will continue to take actions to mitigate risks associated with costs and project timelines.

  • As discussed above, several entities in various industries, including data center and manufacturing, are considering either locating or expanding their operations within Ameren Missouri’s service territory. In order to address these load growth opportunities, Ameren Missouri filed a notice of change in its preferred resource plan with the MoPSC in February 2025. Ameren is continuing to target net-zero carbon emissions by 2045, as well as a 60% reduction by 2030 and an 85% reduction by 2040 based on 2005 levels in a safe, reliable, and affordable manner. Ameren’s goals include both reduction of direct emissions from operations (scope 1), as well as electricity usage at Ameren buildings (scope 2), including other greenhouse gas emissions of methane, nitrous oxide, and sulfur hexafluoride. Achieving these goals will be dependent on a variety of factors, including cost-effective advancements in innovative clean energy technologies and constructive federal and state energy and economic policies. The 2025 Change to the 2023 PRP includes, among other things, the following:

  • estimated total load growth of 1.5 gigawatts by 2032 and 2.5 gigawatts by 2040;

  • adding 1,600 MWs of natural gas-fired simple-cycle generation by 2030, which includes the 800-MW Castle Bluff Natural Gas Project discussed in Note 2 – Rate and Regulatory Matters under Part I, Item 1, of this report, and an additional 1,200 MWs by 2043;

  • adding 2,100 MWs of natural gas-fired combined-cycle generation by 2035 and an additional 1,200 MWs by 2040;

  • adding 3,200 MWs of renewable generation by 2030, which includes the 400 MWs of solar generation projects discussed in Note 2 – Rate and Regulatory Matters under Part I, Item 1, of this report, and an additional 1,500 MWs by 2035;

  • adding 1,000 MWs of battery storage by 2030 and an additional 800 MWs by 2042;

  • adding 1,500 MWs of nuclear generation by 2040;

  • retiring all of Ameren Missouri’s coal-fired energy centers by 2042;

  • retiring 1,800 MWs of Ameren Missouri’s natural gas-fired energy centers by 2040 to comply with Illinois law;

  • the continued implementation of customer energy-efficiency and demand response programs; and

  • the expectation that Ameren Missouri will seek and receive NRC approval for an extension of the operating license for the Callaway Energy Center beyond its current 2044 expiration date.

Ameren Missouri’s plan could be affected by, among other factors: Ameren Missouri’s ability to obtain CCNs from the MoPSC, and any other required approvals for the addition of renewable resources, battery storage, or nuclear or natural gas-fired generation, retirement of energy centers, and new or continued customer energy-efficiency programs; the ability to enter into agreements for renewable, natural gas-fired, or nuclear generation and acquire or construct that generation at a reasonable cost; the ability of suppliers, contractors, and developers to meet contractual commitments and complete projects timely, which is dependent upon the availability of necessary labor, materials, and equipment, geopolitical conflict, or government actions, among other things; changes in the scope and timing of projects; the continued existence and ability to qualify for, and use or transfer, federal production or investment tax credits; the ability to maintain system reliability during and after the transition to clean energy generation; new and/or changes in environmental regulations, including those related to CO2 and other greenhouse gas emissions; energy prices; and demand; Ameren Missouri’s ability to obtain necessary rights-of-way, easements, and transmission interconnection agreements at an acceptable cost and in a timely fashion; the ability to earn an adequate return on invested capital; and the ability to raise capital on reasonable terms. The next preferred resource plan is required to be filed by October 2026.

  • Through 2029, we expect to make significant capital expenditures to improve our electric and natural gas utility infrastructure, with a major portion directed to our transmission and distribution systems. We estimate that we will invest up to $27.4 billion (Ameren Missouri – up to $17.5 billion; Ameren Illinois – up to $7.0 billion; ATXI – up to $2.9 billion) of capital expenditures during the period from 2025 through 2029. These estimates include the MISO long-range transmission projects assigned to Ameren, as well as the first tranche competitive projects awarded to ATXI discussed below.

  • 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 2022, the MISO approved the first tranche of projects under 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 began substation upgrades in May 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 addition, the MISO awarded three competitive bid projects to ATXI that represent a total estimated investment of approximately $220 million for ATXI. In 2024, Ameren Illinois and ATXI filed a request for a CCN, among other things, with the ICC related to the portion of the MISO long-range transmission projects they will construct within the ICC’s jurisdiction. A decision by the ICC is expected by mid-2025. In 2024, ATXI filed requests for CCNs, among other things, with the MoPSC related to the MISO long-range transmission projects that it expects to construct within the MoPSC’s jurisdiction. Decisions by the MoPSC are expected in 2025. Also in 2024, the MISO approved a first set of second tranche projects. A portion of these projects were assigned to Ameren and are estimated to cost approximately $1.3 billion, based on the MISO’s cost estimate. The first set of second tranche projects also includes competitive bid projects that are estimated to cost $6.5 billion, which includes projects located in Illinois that are estimated to cost $1.8 billion, based on the MISO’s cost estimate. The competitive bid process is expected to take place through 2026. In May 2025, the MISO and Ameren Services, on behalf of Ameren Missouri, Ameren Illinois, and ATXI, filed a request with the FERC to allow transmission rate incentives relating to the second tranche projects assigned to Ameren. If approved by the FERC, the incentives would allow construction work in progress to be included in rate base for projects constructed by ATXI, thereby improving the timeliness of cash recovery, and would allow recovery of prudently incurred costs, subject to FERC approval, for any portion of the projects if they are abandoned for reasons beyond the control of Ameren. If approved, ATXI would not capitalize allowance for funds used during construction on the related projects. A decision by the FERC is expected by the end of 2025. The MISO will conduct future long-range transmission scenario planning throughout 2025 and is expected to begin identifying a second set of second tranche projects as early as December 2025.

  • In 2025, the new presidential administration issued several executive orders on environmental regulations and enforcement. Many of these actions require further implementation by the EPA, and some of these actions will likely be subject to further judicial review. Grid reliability, environmental, or other regulations, including those related to CO2 or other emissions, or other executive orders or other actions taken by federal or state regulators, could result in significant changes in capital expenditures and operating costs. Regulations can be reviewed and repealed, and replacement or alternative regulations can be proposed or adopted by the regulatory agencies, including the EPA. See Note 9 – Commitments and Contingencies under Part I, Item 1, of this report, for additional information on environmental matters. The ultimate implementation of any of these new regulations, as well as the timing of any such implementation, is uncertain. However, the individual or combined effects of existing and new environmental regulations could result in significant capital expenditures, increased operating costs, or the closure or alteration of some of Ameren Missouri’s coal and natural gas-fired energy centers. Ameren Missouri’s operating costs and capital expenditures are subject to MoPSC prudence reviews, which could result in cost disallowances, as well as regulatory lag. The cost of Ameren Illinois’ purchased power and natural gas purchased for resale could increase. However, Ameren Illinois expects that these costs would be recovered from customers with no material adverse effect on its results of operations, financial position, or liquidity. Ameren’s and Ameren Missouri’s earnings could benefit from increased investment to comply with environmental regulations if those investments are reflected and recovered on a timely basis in customer rates.

  • The Ameren Companies have multiyear credit agreements that cumulatively provide $2.6 billion of credit through December 2028, subject to a 364-day repayment term for Ameren Missouri and Ameren Illinois, with the option to seek incremental commitments to increase the cumulative credit provided to $3.2 billion. See Note 3 – Short-term Debt and Liquidity under Part I, Item 1, of this report and Note 4 – Short-term Debt and Liquidity under Part II, Item 8, of the Form 10-K for additional information regarding the Credit Agreements. See Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, of the Form 10-K for long-term debt maturities from 2025 to 2029 and beyond at Ameren (parent), Ameren Missouri, Ameren Illinois, and ATXI. See Note 4 – Long-term Debt and Equity Financings under Part I, Item 1, of this report for outstanding forward sale agreements under the ATM and issuances and maturities of long-term debt in 2025 through the date of this report. Starting in 2024, Ameren (parent) entered into interest rate swaps to hedge a portion of its interest rate risk on cash flows related to forecasted debt issuances through 2026. The use of cash provided by operating activities and short-term borrowings to fund capital expenditures and other long-term investments at the Ameren Companies frequently results in a working capital deficit, defined as current liabilities exceeding current assets, as was the case at March 31, 2025, for Ameren and Ameren Missouri. Ameren, Ameren Missouri, and Ameren Illinois each believe that their liquidity is adequate given their respective expected operating cash flows, capital expenditures, and financing plans, and expect to continue to have access to the capital and credit markets on reasonable terms when needed. However, there can be no assurance that significant changes in economic

conditions, disruptions in the capital and credit markets, or other unforeseen events will not materially affect their ability to execute their expected operating, capital, or financing plans.

  • Ameren expects its cash used for currently planned capital expenditures and dividends to exceed cash provided by operating activities over the next several years. 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 2029. Additionally, Ameren may offer and sell from time to time common stock, including under its ATM program, which includes the ability to enter into forward sale agreements, subject to market conditions and other factors. As of March 31, 2025, Ameren had multiple forward sale agreements that could be settled under the ATM program with various counterparties relating to 5.8 million shares of common stock. Ameren expects to settle approximately $530 million of the forward sale agreements with physical delivery of 5.8 million shares of common stock by December 31, 2025. Including issuances under the DRPlus and employee benefit plans, Ameren plans to issue approximately $600 million of equity each year from 2025 to 2029. 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. In 2025, Ameren intends to increase the amount of common stock available for sale under its ATM program. The Ameren Companies expect their equity to total capitalization and cash flow metrics to support solid investment-grade credit ratings. Ameren Missouri and Ameren Illinois expect to fund cash flow needs through debt issuances, cash provided by operating activities, and/or capital contributions from Ameren (parent).

  • The IRA was enacted in August 2022, and includes various income tax provisions, among other things. The law extends federal production and investment tax credits for projects that began construction through 2024 and allows for a 10% adder to the production and investment tax credits for siting projects at existing energy communities as defined in the law, which includes sites previously used for coal-fired generation. The law also creates clean energy tax credits for projects beginning construction after 2024. The clean energy tax credits will apply to renewable energy production and investments, along with certain nuclear energy production, and will be phased out beginning in 2033, at the earliest. The phase-out is triggered when greenhouse gas emissions from the electric generation industry are reduced by at least 75% from the annual 2022 emission rate or at the beginning of 2033, whichever is later. The law allows for transferability to an unrelated party for cash of up to 100% of certain tax credits generated after 2022. In addition, the law imposes a 15% minimum tax on adjusted financial statement income, as defined in the law, for corporations whose average annual adjusted financial statement income exceeds $1 billion for three consecutive preceding tax years effective for tax years beginning after December 31, 2022. Once a corporation exceeds this three-year average annual adjusted financial statement income threshold, it will be subject to the minimum tax for all future tax years. Additional regulations, interpretations, amendments, or technical corrections to or in connection with the IRA have been and are expected to be issued by the IRS or United States Department of Treasury, which may impact the timing of when the 15% minimum tax becomes applicable for Ameren as discussed below.

  • Pursuant to the IRA discussed above, Ameren Missouri expects to transfer production and investment tax credits to unrelated parties of approximately $300 million annually on average from 2025 to 2029. Proceeds from these transfers are included in Ameren Missouri’s tracker related to production and investment tax credits allowed under the IRA or the RESRAM and are ultimately refunded to customers.

  • In 2024, the IRS issued a series of private letter rulings to another taxpayer which provided guidance on applying IRS normalization rules to the calculation of tax benefits related to net operating loss carryforwards. The rulings concluded that for ratemaking purposes, net operating loss carryforwards should be reflected on a separate company basis and should not be reduced by payments received for the utilization of losses by other affiliates under a tax allocation agreement. While a private letter ruling issued to another taxpayer may not be relied on as precedent, Ameren Illinois and ATXI are evaluating this guidance and are addressing potential impacts of the private letter rulings with the ICC and FERC. For Ameren Illinois and ATXI, these impacts could result in material reductions to their regulatory liabilities related to excess deferred income taxes resulting from the TCJA. In addition, for Ameren Illinois, these impacts could result in a material increase to its accumulated deferred income tax assets for ratemaking purposes, which would result in an overall increase to its rate base. Ameren Illinois and ATXI will record the impacts, if any, upon further evaluation with their respective regulatory commissions.

  • As of March 31, 2025, Ameren had $181 million in tax benefits from federal and state income tax credit carryforwards, $157 million in tax benefits from federal and state net operating loss carryforwards, $23 million in tax overpayments, refunds, and receivables, which will be utilized in future periods, and $241 million in receivables related to production and investment tax credits to be transferred to third parties. Future expected income tax payments are based on expected taxable income, available income tax credit and net operating loss carryforwards, and current tax law. Expected taxable income is affected by expected capital expenditures, when property, plant, and equipment is placed in-service or retired, and the timing of regulatory reviews, among other things. Based on preliminary calculations, Ameren does not expect to be subject to the 15% minimum tax on adjusted financial statement income imposed by the IRA through 2029. Ameren expects annual federal income tax payments to be immaterial through 2029.

The above items could have a material impact on our results of operations, financial position, and liquidity. Additionally, in the ordinary course of business, we evaluate strategies to enhance our results of operations, financial position, and liquidity. These strategies may include

acquisitions, divestitures, opportunities to reduce costs or increase revenues, and other strategic initiatives to increase Ameren’s shareholder value. We are unable to predict which, if any, of these initiatives will be executed. The execution of these initiatives may have a material impact on our future results of operations, financial position, or liquidity.

REGULATORY MATTERS

See Note 2 – Rate and Regulatory Matters under Part I, Item 1, of this report.

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