Ameren 10-Q 2026-03-31
Filed 2026-05-08. 8 sections, 414K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☒ | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2026 |
OR
| ☐ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to |
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| Commission File Number | Exact name of registrant as specified in its charter; State of Incorporation; Address and Telephone Number | IRS Employer Identification No. | ||||||
| 1-14756 | Ameren Corporation | 43-1723446 |
(Missouri Corporation)
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314) 621-3222
| 1-2967 | Union Electric Company | 43-0559760 |
(Missouri Corporation)
1901 Chouteau Avenue
St. Louis, Missouri 63103
(314) 621-3222
| 1-3672 | Ameren Illinois Company | 37-0211380 |
(Illinois Corporation)
10 Richard Mark Way
Collinsville, Illinois 62234
(618) 343-8150
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, $0.01 par value per share | AEE | New York Stock Exchange |
Indicate by check mark whether each registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Ameren Corporation | Yes | ☒ | No | ☐ | ||||||||||||||||||||||
| Union Electric Company | Yes | ☒ | No | ☐ | ||||||||||||||||||||||
| Ameren Illinois Company | Yes | ☒ | No | ☐ |
Indicate by check mark whether each registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| Ameren Corporation | Yes | ☒ | No | ☐ | ||||||||||||||||||||||
| Union Electric Company | Yes | ☒ | No | ☐ | ||||||||||||||||||||||
| Ameren Illinois Company | Yes | ☒ | No | ☐ |
Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Ameren Corporation | Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | ||||||||||||||
| Smaller reporting company | ☐ | Emerging growth company | ☐ | |||||||||||||||||
| Union Electric Company | Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | ☒ | ||||||||||||||
| Smaller reporting company | ☐ | Emerging growth company | ☐ | |||||||||||||||||
| Ameren Illinois Company | Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | ☒ | ||||||||||||||
| Smaller reporting company | ☐ | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Ameren Corporation | ☐ | ||||
| Union Electric Company | ☐ | ||||
| Ameren Illinois Company | ☐ |
Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Ameren Corporation | Yes | ☐ | No | ☒ | ||||||||||||||||||||||
| Union Electric Company | Yes | ☐ | No | ☒ | ||||||||||||||||||||||
| Ameren Illinois Company | Yes | ☐ | No | ☒ |
The number of shares outstanding of each registrant’s classes of common stock as of April 30, 2026, was as follows:
| Registrant | Title of each class of common stock | Shares outstanding | |||||||||
| Ameren Corporation | Common stock, $0.01 par value per share | 276,751,616 | |||||||||
| Union Electric Company | Common stock, $5 par value per share, held by Ameren Corporation | 102,123,834 | |||||||||
| Ameren Illinois Company | Common stock, no par value, held by Ameren Corporation | 25,452,373 | |||||||||
This combined Form 10-Q is separately filed by Ameren Corporation, Union Electric Company, and Ameren Illinois Company. Each registrant hereto is filing on its own behalf all of the information contained in this quarterly report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information.
TABLE OF CONTENTS
GLOSSARY OF TERMS AND ABBREVIATIONS
We use the words “our,” “we” or “us” with respect to certain information that relates to Ameren, Ameren Missouri, and Ameren Illinois, collectively. When appropriate, subsidiaries of Ameren Corporation are named specifically as their various business activities are discussed. Refer to the Form 10-K for a complete listing of glossary terms and abbreviations. Only new or significantly changed terms and abbreviations are included below.
Form 10-K – The combined Annual Report on Form 10-K for the year ended December 31, 2025, filed by the Ameren Companies with the SEC.
FORWARD-LOOKING STATEMENTS
Statements in this report not based on historical facts are considered “forward-looking” and, accordingly, involve risks and uncertainties that could cause actual results to differ materially from those discussed. Although such forward-looking statements have been made in good faith and are based on reasonable assumptions, there is no assurance that the expected results will be achieved. These statements include (without limitation) statements as to future expectations, beliefs, plans, projections, strategies, targets, estimates, objectives, events, conditions, and financial performance. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are providing this cautionary statement to identify important factors that could cause actual results to differ materially from those anticipated. The following factors, in addition to those discussed within Risk Factors in the Form 10-K, and elsewhere in this report and in our other filings with the SEC, could cause actual results to differ materially from management expectations suggested in such forward-looking statements:
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regulatory, judicial, or legislative actions, and any changes in regulatory policies and ratemaking determinations that may change regulatory recovery mechanisms or our ability to recover costs and earn a return, such as those that may result from appeals filed by Ameren Illinois to the Illinois Appellate Court for the Fifth Judicial District related to ICC orders issued in December 2023, June 2024, and December 2024 in the MYRP electric distribution service regulatory rate review, Ameren Illinois’ March 2026 appeal of the December 2025 order issued in the 2024 electric distribution service revenue requirement reconciliation adjustment review, Ameren Illinois’ 2025 electric distribution service revenue requirement reconciliation adjustment review filed with the ICC in April 2026, Ameren Illinois’ January 2026 appeal of the November 2025 ICC order issued in the 2025 natural gas delivery service rate review, Ameren Illinois’ 2020 QIP reconciliation hearing, and the January and April 2025 appeals of FERC’s October 2024 and March 2025 orders by the MISO transmission owners, including Ameren Missouri, Ameren Illinois, and ATXI;
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our ability to control costs and make substantial investments in our businesses, including our ability to recover costs and investments, and to earn our allowed ROEs, within frameworks established by our regulators, while maintaining affordability for our customers;
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the effect and duration of Ameren Illinois’ election to utilize MYRPs for electric distribution service ratemaking effective for rates beginning in 2024, including the effect of the reconciliation cap on the electric distribution revenue requirement;
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the effect on Ameren Missouri of any customer rate caps or limitations on increasing the electric service revenue requirement pursuant to Ameren Missouri’s election to use the PISA;
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Ameren Missouri’s ability to construct and/or acquire wind, solar, and other renewable energy generation facilities and battery storage, as well as natural gas-fired and nuclear energy centers, extend the operating license for the Callaway Energy Center, reliably operate existing energy centers through their expected retirement dates, retire fossil fuel-fired energy centers, and implement new or existing customer energy-efficiency programs, including any such construction, acquisition, retirement, or implementation in connection with its Smart Energy Plan, preferred resource plan, or emissions reduction goals, and to recover its cost of investment, a related return, and, in the case of customer energy-efficiency programs, any lost electric revenues in a timely manner, each of which is affected by the ability to timely obtain all necessary regulatory and project approvals, including CCNs from the MoPSC or any other required approvals, including permits to operate the facilities;
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our ability to realize and support forecasted energy demand and capacity from new and potential new customers, including demand growth dependent on the addition of new data centers and other large primary service customers within our service territories, such as the large load customers that signed electric service agreements with Ameren Missouri in 2026;
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the effects on energy prices and demand for our services resulting from customer growth patterns or usage, including demand from data centers, technological advances, including advances in customer energy efficiency, electric vehicles, electrification of various industries, energy storage, and private generation sources, which are becoming increasingly cost-competitive;
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Ameren Missouri’s ability to earn, utilize, or transfer at a reasonable price federal production and investment tax credits related to renewable energy projects and nuclear energy production; the cost of wind, solar, and other renewable generation and battery storage technologies; and our ability to obtain timely interconnection agreements with the MISO or other RTOs at an acceptable cost for each facility;
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the effect of changes in federal domestic energy policy to support investment in fossil fuel infrastructure and the effect of those changes on Ameren Missouri’s ability to construct and/or acquire renewable energy generation facilities and battery storage;
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the outcome of the MISO long-range transmission planning process, including potential changes to planned projects, the ability to obtain competitively bid or assigned projects and related approvals, including CCNs from the MoPSC and ICC or any other required approvals, and changes in applicable legislative or regulatory frameworks;
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the inability of our counterparties to meet their obligations with respect to contracts, credit agreements, and financial instruments, including as they relate to the construction and acquisition of electric and natural gas utility infrastructure and the ability of counterparties to complete projects, which is dependent upon the availability of necessary materials and equipment, including those obligations that are affected by supply chain disruptions;
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advancements in energy technologies, including carbon capture, utilization, and sequestration, hydrogen fuel for electric production and energy storage, next generation nuclear, and large-scale long-cycle battery storage, and the impact of federal and state energy and economic policies with respect to those technologies;
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the effects of changes in federal, state, or local laws and other domestic or international governmental actions, including monetary, fiscal, foreign trade, and energy policies, foreign trade tariffs, executive orders, geopolitical developments, or extended federal government shutdowns or defunding;
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the effects of changes in federal, state, or local tax laws or rates; additional regulations, interpretations, amendments, or technical corrections to, or in connection with the OBBBA and the IRA, including the effects of the OBBBA as it relates to construction timelines of solar, wind, and battery storage projects, along with the ability to obtain materials for these projects to be eligible for federal production and investment tax credits; and any challenges to the tax positions taken by the Ameren Companies, as well as resulting effects on customer rates;
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the cost and availability of fuel, such as low-sulfur coal, natural gas, and enriched uranium used to produce electricity; the cost and availability of natural gas for distribution and the cost and availability of purchased power, including capacity, zero emission credits, renewable energy credits, and emission allowances; and the level and volatility of future market prices for such commodities and credits;
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disruptions in the delivery of fuel, failure of our fuel suppliers to provide adequate quantities or quality of fuel, or lack of adequate inventories of fuel, including nuclear fuel assemblies primarily from the one NRC-licensed supplier of assemblies for Ameren Missouri’s Callaway Energy Center;
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the cost and availability of transmission capacity required for the energy generated by Ameren Missouri’s energy centers or as required to satisfy our energy sales;
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the effectiveness of our risk management strategies and our use of financial and derivative instruments;
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the ability to obtain sufficient insurance at a reasonable cost, or, in the absence of insurance, the ability to timely recover uninsured losses from our customers;
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the impact of cyberattacks and data security risks on us, our suppliers, or other entities on the grid, including those arising from generative or agentic artificial intelligence, which could, among other things, result in the loss of operational control of energy centers and electric and natural gas transmission and distribution systems and/or the loss of data, such as customer, employee, financial, and operating system information;
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acts of sabotage, which have increased in frequency and severity within the utility industry, war, terrorism, or other intentionally disruptive acts;
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business, economic, geopolitical, and capital market conditions, including foreign trade tariffs or trade wars, evolving federal regulatory priorities, and the impact of such conditions on interest rates, inflation, commodity prices, and investments;
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the impact of inflation or a recession on our customers and suppliers and the related impact on our results of operations, financial position, and liquidity;
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disruptions of the capital and credit markets, deterioration in credit metrics of the Ameren Companies, or other events that may have an adverse effect on the cost or availability of capital, including short-term credit and liquidity, and our ability to access the capital and credit markets on reasonable terms when needed;
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the actions of credit rating agencies and the effects of such actions;
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the impact of weather conditions and other natural conditions on us and our customers, including the impact of system outages and the level of wind and solar resources;
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the construction, installation, performance, and cost recovery of generation, transmission, and distribution assets;
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the ability to maintain system reliability by Ameren Missouri, the MISO, and the electric utility industry, as well as Ameren Missouri’s ability to meet existing or future generation capacity and power obligations;
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the effects of failures of electric generation, electric and natural gas transmission or distribution, or natural gas storage facilities systems and equipment, which could result in unanticipated liabilities or unplanned outages;
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the operation of Ameren Missouri’s Callaway Energy Center, including planned and unplanned outages, as well as the ability to recover costs associated with such outages and the impact of such outages on off-system sales and purchased power, among other things;
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Ameren Missouri’s ability to recover the remaining investment and decommissioning costs associated with the retirement of an energy center, as well as the ability to earn a return on that remaining investment and those decommissioning costs;
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the impact of current environmental laws or their interpretation and new, more stringent, or changing requirements and environmental policies, including those related to NSR, CO2, NOx, SO2, and other emissions and discharges, Illinois emission standards, cooling water intake structures, CCR, energy efficiency, and wildlife protection, that could limit, terminate or otherwise modify the operation of certain
of Ameren Missouri’s energy centers, increase our operating costs or investment requirements, result in an impairment of our assets, cause us to sell our assets, reduce our customers’ demand for electricity or natural gas, or otherwise have a negative financial effect;
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the impact of complying with renewable energy standards in Missouri and Illinois and with the zero emission standard in Illinois;
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the effectiveness of Ameren Missouri’s customer energy-efficiency programs and the related revenues and performance incentives earned under its MEEIA programs;
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labor disputes, workforce reductions, our ability to attract and retain professional and skilled-craft employees, changes in future wage and employee benefits costs, including those resulting from changes in discount rates, mortality tables, medical cost trend rates, returns on benefit plan assets, and other assumptions;
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the impact of negative opinions of us or our utility services that our customers, investors, legislators, regulators, creditors, rating agencies, or other stakeholders may have or develop, which could result from a variety of factors, including failures in system reliability, failure to implement our investment plans or disagreement with those plans, failure to protect sensitive customer information, increases in rates, new data centers entering our service territories, negative media coverage, or concerns about company policies or practices;
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the impact of adopting new accounting and reporting guidance;
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the effects of strategic initiatives, including mergers, acquisitions, divestitures, and reorganizations;
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legal and administrative proceedings;
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pandemics or other significant global health events, and their impacts on our results of operations, financial position, and liquidity; and
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the impacts of global conflicts and related sanctions imposed by the United States and other governments, including potential impacts on the cost and availability of fuel, natural gas, enriched uranium, and other commodities, materials, and services.
New factors emerge from time to time, and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statement. Given these uncertainties, undue reliance should not be placed on these forward-looking statements. Except to the extent required by the federal securities laws, we undertake no obligation to update or revise publicly any forward-looking statements to reflect new information or future events.
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS.
AMEREN CORPORATION
CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
(Unaudited) (In millions, except per share amounts)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Operating Revenues: | |||||||||||||||||||||||
| Electric | $ | 1,661 | $ | 1,622 | |||||||||||||||||||
| Natural gas | 515 | 475 | |||||||||||||||||||||
| Total operating revenues | 2,176 | 2,097 | |||||||||||||||||||||
| Operating Expenses: | |||||||||||||||||||||||
| Fuel and purchased power | 433 | 502 | |||||||||||||||||||||
| Natural gas purchased for resale | 171 | 169 | |||||||||||||||||||||
| Other operations and maintenance | 491 | 485 | |||||||||||||||||||||
| Depreciation and amortization | 398 | 367 | |||||||||||||||||||||
| Taxes other than income taxes | 151 | 144 | |||||||||||||||||||||
| Total operating expenses | 1,644 | 1,667 | |||||||||||||||||||||
| Operating Income | 532 | 430 | |||||||||||||||||||||
| Other Income, Net | 90 | 85 | |||||||||||||||||||||
| Interest Charges | 204 | 175 | |||||||||||||||||||||
| Income Before Income Taxes | 418 | 340 | |||||||||||||||||||||
| Income Taxes | 60 | 50 | |||||||||||||||||||||
| Net Income | 358 | 290 | |||||||||||||||||||||
| Less: Net Income Attributable to Noncontrolling Interests | 1 | 1 | |||||||||||||||||||||
| Net Income Attributable to Ameren Common Shareholders | $ | 357 | $ | 289 | |||||||||||||||||||
| Net Income | $ | 358 | $ | 290 | |||||||||||||||||||
| Other Comprehensive Loss, Net of Taxes | |||||||||||||||||||||||
| Pension and other postretirement benefit plan activity, net of income taxes (benefit) of $—, and $— respectively | — | — | |||||||||||||||||||||
| Unrealized net loss on derivative hedging instruments, net of income taxes (benefit) of $(1), and $—, respectively | (2) | (4) | |||||||||||||||||||||
| Comprehensive Income | 356 | 286 | |||||||||||||||||||||
| Less: Comprehensive Income Attributable to Noncontrolling Interests | 1 | 1 | |||||||||||||||||||||
| Comprehensive Income Attributable to Ameren Common Shareholders | $ | 355 | $ | 285 | |||||||||||||||||||
| Earnings per Common Share - Basic | $ | 1.29 | $ | 1.07 | |||||||||||||||||||
| Earnings per Common Share – Diluted | $ | 1.28 | $ | 1.07 | |||||||||||||||||||
| Weighted-average Common Shares Outstanding – Basic | 276.5 | 270.0 | |||||||||||||||||||||
| Weighted-average Common Shares Outstanding – Diluted | 278.4 | 271.4 |
The accompanying notes are an integral part of these consolidated financial statements.
AMEREN CORPORATION
CONSOLIDATED BALANCE SHEET
(Unaudited) (In millions, except per share amounts)
| March 31, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | 13 | $ | 13 | |||||||
| Accounts receivable – trade (less allowance for doubtful accounts of $41 and $39, respectively) | 703 | 665 | |||||||||
| Unbilled revenue | 298 | 415 | |||||||||
| Miscellaneous accounts receivable | 175 | 107 | |||||||||
| Inventories | 733 | 774 | |||||||||
| Current regulatory assets | 434 | 387 | |||||||||
| Other current assets | 211 | 210 | |||||||||
| Total current assets | 2,567 | 2,571 | |||||||||
| Property, Plant, and Equipment, Net | 40,471 | 39,313 | |||||||||
| Investments and Other Assets: | |||||||||||
| Nuclear decommissioning trust fund | 1,478 | 1,526 | |||||||||
| Goodwill | 411 | 411 | |||||||||
| Regulatory assets (includes $437 and $443 related to VIEs, respectively) | 2,674 | 2,524 | |||||||||
| Pension and other postretirement benefits | 991 | 977 | |||||||||
| Other assets | 1,254 | 1,154 | |||||||||
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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.
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Ameren Missouri operates a rate-regulated electric generation, transmission, and distribution business and a rate-regulated natural gas distribution business in Missouri.
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Ameren Illinois operates rate-regulated electric transmission, electric distribution, and natural gas distribution businesses in Illinois.
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ATXI operates a FERC rate-regulated electric transmission business in 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, 2026, was $357 million, or $1.28 per diluted share, compared with $289 million, or $1.07 per diluted share, in the year-ago period. Net income was favorably affected for the three months ended March 31, 2026, by increased infrastructure investments across all segments, including infrastructure reflected in electric and natural gas service rates at Ameren Missouri, effective June 1, 2025 and September 1, 2025, respectively, and natural gas rates at Ameren Illinois, effective December 2, 2025. Net income was unfavorably affected for the three months ended March 31, 2026, by decreased retail electric sales volumes at Ameren Missouri, primarily due to warmer winter temperatures in 2026, among other items.
Ameren’s strategic plan includes investing in rate-regulated energy infrastructure, enhancing regulatory frameworks and advocating for responsible policies, and optimizing operating performance to deliver on opportunities to benefit our customers, communities, and shareholders. Ameren remains focused on disciplined cost management and strategic capital allocation. Ameren invested $1.6 billion in its rate-regulated businesses in the three months ended March 31, 2026.
In August 2025, Ameren Missouri filed for a CCN to construct the Reform Solar Project (250-MW facility). In March 2026, Ameren Missouri, the MoPSC staff, and certain intervenors filed a nonunanimous stipulation and agreement with the MoPSC, which recommends the MoPSC approve Ameren Missouri’s requested CCN. Ameren Missouri expects a decision by the MoPSC in the first half of 2026. In February 2026, the MoPSC issued an order approving a nonunanimous stipulation and agreement related to a requested CCN for the Big Hollow Natural Gas (800-MW facility) and the Big Hollow Battery Energy Storage (400-MW facility) projects. Also in February 2026, Ameren Missouri acquired the Split Rail Solar Project, which includes solar panels, project design, land rights, and engineering, procurement, and construction agreements, for approximately $0.6 billion, and took over construction management of the project, which is expected to be placed in-service in the second quarter of 2026.
In 2026, Ameren Missouri executed electric service agreements with large load customers under its modified large primary service tariff that was approved in 2025, representing 2.8 gigawatts of demand. Ameren and Ameren Missouri do not expect a material impact to their results of operations, financial position, or liquidity in 2026 related to these agreements.
In February 2026, 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 2026. The plan is designed to upgrade Ameren Missouri’s electric infrastructure and includes investments that will upgrade the grid to enhance reliability and resiliency. Investments under the plan are expected to total approximately $20.8 billion over the five-year period from 2026 through 2030, with expenditures largely recoverable under the PISA prior to being included in base rates. 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 March 2025, Ameren Illinois filed an appeal of the ICC’s December 2024 order to the Illinois Appellate Court for the Fifth Judicial District to revise the allowed ROE and to include an asset associated with other postretirement benefits in the rate base, among other things. 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 November 2025, the ICC issued an order in Ameren Illinois’ January 2025 natural gas delivery service regulatory rate review, which resulted in an increase to Ameren Illinois’ annual revenues for natural gas delivery service of $79 million based on a 9.60% ROE, a capital structure composed of 50% common equity, a 2026 future test year, and a rate base of $3.2 billion. The order reflected a reduction of $75 million of planned distribution and transmission capital investments included in Ameren Illinois’ future test year request. The new rates became effective December 2025. In January 2026, Ameren Illinois filed an appeal of the ICC’s November 2025 order to the Illinois Appellate Court for the Fifth Judicial District. The appeal challenged the inclusion of the non-service cost component of the net periodic benefit income related to other postretirement benefits in the annual revenue requirement and the $75 million reduction of planned capital investments, among other things. The court is under no deadline to address the appeal.
In December 2025, the ICC issued an order approving Ameren Illinois’ 2024 electric distribution service revenue requirement reconciliation adjustment filing. This order approved an adjustment increasing
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There have been no material changes to the quantitative and qualitative disclosures about interest rate risk, credit risk, commodity price risk, investment price risk, and commodity supplier risk included in the Form 10-K. See Item 7A under Part II of the Form 10-K for a more detailed discussion of our market risk.
Item 4. CONTROLS AND PROCEDURES.
(a)Evaluation of Disclosure Controls and Procedures
As of March 31, 2026, evaluations were performed under the supervision and with the participation of management, including the principal executive officer and the principal financial officer of each of the Ameren Companies, of the effectiveness of the design and operation of such registrant’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on those evaluations, as of March 31, 2026, the principal executive officer and the principal financial officer of each of the Ameren Companies concluded that such disclosure controls and procedures are effective to provide assurance that information required to be disclosed in such registrant’s reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to its management, including its principal executive officer and its principal financial officer, to allow timely decisions regarding required disclosure.
(b)Changes in Internal Controls over Financial Reporting
There has been no change in any of the Ameren Companies’ internal control over financial reporting during their most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, each of their internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are involved in legal and administrative proceedings before various courts and agencies with respect to matters that arise in the ordinary course of business, some of which involve substantial amounts of money. We believe that the final disposition of these proceedings, except as otherwise disclosed in this report, will not have a material adverse effect on our results of operations, financial position, or liquidity. Risk of loss is mitigated, in some cases, by insurance or contractual or statutory indemnification. We believe that we have established appropriate reserves for potential losses. For additional information on material legal and administrative proceedings, see Note 2 – Rate and Regulatory Matters, Note 9 – Commitments and Contingencies, and Note 10 – Callaway Energy Center, under Part I, Item 1, of this report. Pursuant to Item 103(c)(3)(iii) of Regulation S-K, our policy is to disclose environmental proceedings to which a governmental entity is a party if we reasonably believe such proceedings will result in monetary sanctions of $1 million or more.
Item 1A. RISK FACTORS.
For a detailed discussion of our risk factors, see the information disclosed in Part I, Item 1A, of the Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Ameren Corporation, Ameren Missouri, and Ameren Illinois did not purchase equity securities reportable under Item 703 of Regulation S-K during the period from January 1, 2026, to March 31, 2026.
Item 5. OTHER INFORMATION.
Insider Adoption or Termination of Trading Arrangements
During the fiscal quarter ended March 31, 2026, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as follows:
On February 24, 2026, Michael L. Moehn, Group President of Ameren Utilities and Interim Chairman and President of Ameren Missouri, adopted a Rule 10b5‑1 trading arrangement that provides for the sale of an aggregate of up to 26,000 shares of Ameren common stock, to be sold in four equal quarterly installments, beginning in August 2026 and continuing through May 2027, subject to certain price limitations set forth in the trading arrangement. Mr. Moehn’s Rule 10b5‑1 trading arrangement will terminate on the earlier of: (i) July 30, 2027; (ii) execution of all trades or expiration of all orders relating to such trades under the Rule 10b5‑1 trading arrangement; or (iii) such date as the Rule 10b5‑1 trading arrangement is otherwise terminated according to its terms.
On February 24, 2026, Mark C. Lindgren, Executive Vice President, Communications, and Chief Human Resources Officer of Ameren Services Company, adopted a Rule 10b5‑1 trading arrangement that provides for the sale of 50% of any net shares of Ameren common stock received, after tax withholding, in connection with certain previously awarded performance share units and restricted stock units that will vest upon payment in March 2027 and March 2028. The estimated maximum number of shares to be sold pursuant to the Rule 10b5-1 trading arrangement is 5,272 shares. The actual number of shares sold pursuant to the Rule 10b5-1 trading arrangement will depend on the actual number of shares earned pursuant to the awards, which is generally dependent on the Company's achievement of certain performance measures, the actual dividends paid by the Company during the applicable vesting periods, and Mr. Lindgren's continued employment during the applicable vesting periods. Mr. Lindgren’s Rule 10b5‑1 trading arrangement will terminate on the earlier of: (i) March 17, 2028; (ii) execution of all trades or expiration of all orders relating to such trades under the Rule 10b5‑1 trading arrangement; or (iii) such date as the Rule 10b5‑1 trading arrangement is otherwise terminated according to its terms.
Each of the trading arrangements discussed above are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
Item 6. EXHIBITS.
The documents listed below are being filed or have previously been filed on behalf of the Ameren Companies and are incorporated herein by reference from the documents indicated and made a part hereof. Exhibits not identified as previously filed are filed herewith.
| Exhibit Designation | Registrant(s) | Nature of Exhibit | Previously Filed as Exhibit to: | |||||||||||||||||
| Instruments Defining Rights of Security Holders, Including Indentures | ||||||||||||||||||||
| 4.1 | Ameren Ameren Missouri | Supplemental Indenture to the Ameren Missouri Mortgage dated February 1, 2026, for 4.80% First Mortgage Bonds due 2036 and 5.55% First Mortgage Bonds due 2056 | February 27, 2026 Form 8-K, Exhibit 4.2, File No. 1-2967 | |||||||||||||||||
| 4.2 | Ameren | Ameren Indenture Company Order, dated March 4, 2026, establishing the 5.00% Senior Notes due 2036 (including the global notes) | March 4, 2026 Form 8-K, Exhibits 4.3 and 4.4, File No. 1-14756 | |||||||||||||||||
| Rule 13a-14(a) / 15d-14(a) Certifications | ||||||||||||||||||||
| 31.1 | Ameren | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer of Ameren | ||||||||||||||||||
| 31.2 | Ameren | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of Ameren | ||||||||||||||||||
| 31.3 | Ameren Missouri | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer of Ameren Missouri | ||||||||||||||||||
| 31.4 | Ameren Missouri | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of Ameren Missouri | ||||||||||||||||||
| 31.5 | Ameren Illinois | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer of Ameren Illinois | ||||||||||||||||||
| 31.6 | Ameren Illinois | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of Ameren Illinois | ||||||||||||||||||
| Section 1350 Certifications | ||||||||||||||||||||
| 32.1 | Ameren | Section 1350 Certification of Principal Executive Officer and Principal Financial Officer of Ameren | ||||||||||||||||||
| 32.2 | Ameren Missouri | Section 1350 Certification of Principal Executive Officer and Principal Financial Officer of Ameren Missouri | ||||||||||||||||||
| 32.3 | Ameren Illinois | Section 1350 Certification of Principal Executive Officer and Principal Financial Officer of Ameren Illinois | ||||||||||||||||||
| Interactive Data Files | ||||||||||||||||||||
| 101.INS | Ameren Companies | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||||||||||||||||
| 101.SCH | Ameren Companies | Inline XBRL Taxonomy Extension Schema Document | ||||||||||||||||||
| 101.CAL | Ameren Companies | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||||||||||||||||
| 101.LAB | Ameren Companies | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||||||||||||||||
| 101.PRE | Ameren Companies | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||||||||||||||||
| 101.DEF | Ameren Companies | Inline XBRL Taxonomy Extension Definition Document | ||||||||||||||||||
| 104 | Ameren Companies | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
The file number references for the Ameren Companies’ filings with the SEC are: Ameren, 1-14756; Ameren Missouri, 1-2967; and Ameren Illinois, 1-3672.
Each registrant hereby undertakes to furnish to the SEC upon request a copy of any long-term debt instrument not listed above that such registrant has not filed as an exhibit pursuant to the exemption provided by Item 601(b)(4)(iii)(A) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Exchange Act, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.
| AMEREN CORPORATION (Registrant) | ||
| /s/ Leonard P. Singh | ||
| Leonard P. Singh Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||
| UNION ELECTRIC COMPANY (Registrant) | ||
| /s/ Leonard P. Singh | ||
| Leonard P. Singh Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||
| AMEREN ILLINOIS COMPANY (Registrant) | ||
| /s/ Leonard P. Singh | ||
| Leonard P. Singh Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
Date: May 7, 2026


