AMEREN CORP (AEE)

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 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.

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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 the allowed revenue requirement by $48 million, which reflected Ameren Illinois’ actual 2024 recoverable costs, year-end rate base of $4.2 billion, and capital structure composed of 50% common equity. The approved reconciliation adjustment is being collected from customers in 2026. In March 2026, Ameren Illinois filed an appeal of the December 2025 order with the Illinois Appellate Court for the Fifth Judicial District. The appellate court is under no deadline to address the appeal.

In April 2026, Ameren Illinois filed a reconciliation adjustment to its 2025 electric distribution service revenue requirement with the ICC, requesting recovery of $65 million. The adjustment reflects Ameren Illinois’ actual 2025 recoverable costs, 2025 year-end rate base, which includes assets associated with other postretirement benefits that are under appeal in Ameren Illinois’ MYRP and 2024 electric distribution service revenue requirement reconciliation adjustment proceedings, and a capital structure composed of 50% common equity. An ICC decision is required by December 2026, and any approved adjustment would be collected from customers in 2027.

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.

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We employ various risk management strategies to reduce our exposure to commodity and interest rate risk as well as 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.

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