AMEREN CORP

Our core strategy is driven by the following three pillars, which allow us to capitalize on opportunities to benefit our customers, communities, shareholders, and the environment:

Key announcements, updates, and regulatory outcomes

In September 2023, the United States District Court for the Eastern District of Missouri granted Ameren Missouri’s request to modify a September 2019 remedy order issued by the district court in order to allow the retirement of the Rush Island Energy Center in advance of its previously expected retirement date of 2039, in lieu of installing a flue gas desulfurization system. Ameren Missouri retired the Rush Island Energy Center on October 15, 2024. In December 2024, the United States District Court for the Eastern District of Missouri issued an order resolving all outstanding claims in this case. The order requires Ameren Missouri to fund a program to provide electric buses and charging stations to schools in the metro St. Louis area and a program to provide air purifiers to eligible Ameren Missouri electric residential customers. These programs are estimated to cost approximately $64 million. As of December 31, 2024, Ameren and Ameren Missouri recorded liabilities of $64 million and charges of $59 million in 2024 related to the cost of these programs.

In June 2024, Ameren Missouri filed a request with the MoPSC seeking approval to increase its annual revenues for electric service. In February 2025, Ameren Missouri filed an updated electric rate increase request seeking approval to increase its annual revenues for electric service by$446 million. The electric rate increase request is based on a 10.25% ROE, a capital structure composed of 52% common equity, a rate base of $13.9 billion, and a test year ended March 31, 2024, with certain pro-forma adjustments through the true-up date of December 31, 2024. In February 2025, the MoPSC staff recommended an increase to Ameren Missouri's annual electric service revenues of $384 million based on a 9.74% ROE, a capital structure composed of 52% common equity, and a rate base of $13.9 billion. The MoPSC proceeding relating to the proposed electric service rate changes will take place over a period of up to 11 months, with a decision by the MoPSC expected by May 2025 and new rates effective by June 2025.

In June 2024, the MoPSC issued a financing order authorizing the issuance of securitized utility tariff bonds by AMF to finance $476 million of costs related to the accelerated retirement of the Rush Island Energy Center, which included the remaining unrecovered net plant balance associated with the facility, among other costs. Ameren Missouri will collect the amounts necessary to repay the bonds over approximately 15 years from the date of bond issuance. The securitized tariff bonds were issued in December 2024. The financing order also included a determination that the decision to retire the Rush Island Energy Center was reasonable and prudent. The MoPSC did not make a determination regarding the prudency of Ameren Missouri's prior actions that resulted in the adverse ruling in the NSR and Clean Air Act litigation discussed in Note 14 – Commitments and Contingencies under Part II, Item 8, of this report, however, claims regarding such actions could be considered in future regulatory proceedings. If future regulatory proceedings result in revenue reductions based on Ameren Missouri’s prior actions that resulted in the adverse ruling in the NSR and Clean Air Act litigation, it could have a material adverse effect on the results of operations, financial position, and liquidity of Ameren and Ameren Missouri.

In 2024, the MoPSC issued orders approving requested CCNs for the Split Rail, Vandalia, Bowling Green, and Cass County solar projects. Ameren Missouri acquired the Cass County, Boomtown, and Huck Finn solar projects in June 2024, September 2024, and October 2024, respectively, and placed the assets of the projects, totaling $1 billion, in service in December 2024. In October 2024, the MoPSC issued an order approving a nonunanimous stipulation and agreement filed by Ameren Missouri, the MoPSC staff, and other intervenors requesting a CCN for the Castle Bluff Natural Gas Project. The order also includes the use of a post-construction cost deferral related to the project, which allows Ameren Missouri to defer and recover depreciation expense, financing costs, and applicable income taxes incurred from the date the project is placed in service to the date when project costs are reflected in updated base rates as a result of a regulatory rate review. The period of deferral would be limited to the earlier of the time the project costs are reflected in base rates or six months.

In September 2024, Ameren Missouri filed a request with the MoPSC seeking approval to increase its annual revenues for natural gas delivery service by $40 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 $531 million, and a test year ended March 31, 2024, with certain pro-forma adjustments expected through the true-up date of December 31, 2024. The MoPSC proceeding relating to the proposed natural gas delivery service rate changes will take place over a period of up to 11 months, with a decision by the MoPSC expected by August 2025 and new rates effective by September 2025.

In November 2024, the MoPSC issued an order approving a nonunanimous stipulation and agreement for Ameren Missouri’s MEEIA 2025 plan, which includes a portfolio of customer energy-efficiency and demand response programs, along with the continued use of the MEEIA rider, which allows Ameren Missouri to collect from customers its actual MEEIA program costs, related lost electric revenues, and performance incentives. Ameren Missouri intends to invest $51 million annually in 2025 and 2026 and $22 million in 2027 for customer energy-efficiency and demand response programs. In addition, the order approved performance incentives applicable to each plan year to earn revenues by achieving certain spending and demand response goals. If 100% of the goals are achieved in 2025, 2026, and 2027, Ameren Missouri would earn performance incentive revenues of $5 million, $5 million, and $2 million, respectively.

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. Ameren Missouri’s Smart Energy Plan includes approximately $1 billion in capital expenditures that may be necessary to comply with regulations issued by the EPA in 2024 relating to CO 2 emissions and MATS, if such regulations are not revised or overturned. See Note 14 – Commitments and Contingencies under Part II, Item 8, of this report, for additional information on the EPA regulations. The Smart Energy Plan excludes investments in its natural gas distribution business, as well as removal costs, net of salvage.

In November 2023, the ICC issued an order in Ameren Illinois’ January 2023 natural gas delivery service regulatory rate review, which resulted in an increase to its annual revenues for natural gas delivery service of $112 million based on a 9.44% allowed ROE, a capital structure composed of 50% common equity, and a rate base of approximately $2.85 billion. The order reflected a reduction of approximately $93 million of planned distribution and transmission capital investments included in Ameren Illinois’ requested revenue increase, which used a 2024 future test year. The new rates became effective on November 28, 2023. In December 2023, Ameren Illinois filed a request for rehearing of the ICC's November 2023 order. The filing requested the ICC revise the order to include an allowed ROE of at least 9.89%, a capital structure composed of 52% common equity, and a reversal of the approximately $93 million reduction of planned distribution and transmission capital investments included in the order, among other things. In January 2024, the ICC denied Ameren Illinois’ rehearing request, and Ameren Illinois filed an appeal with the Illinois Appellate Court for the Fifth Judicial District. In January 2025, the appellate court ruled on the appeal filed by Ameren Illinois. In that ruling, the court reversed a reduction of planned transmission capital investments of $48 million, but affirmed the ICC-approved 9.44% ROE and the remaining reduction of planned distribution capital investments. Ameren Illinois took prudent steps to align its operations with the ICC order, while continuing to ensure safe and adequate service is maintained.

In December 2023, the ICC issued an order in Ameren Illinois' MYRP proceeding approving base rates for electric distribution services for 2024 through 2027 and rejecting Ameren Illinois' Grid Plan, which was addressed as part of the MYRP proceeding. Rate changes consistent with the December 2023 order became effective in January 2024 and remained effective through late June 2024, when new rates became effective pursuant to the June 2024 ICC rehearing order discussed below. The December 2023 order adopted an alternative methodology to establish a rate base and revenue requirements for the years 2024 through 2027 using Ameren Illinois’ previously approved 2022 year-end rate base. In January 2024, the ICC partially denied a rehearing requested by Ameren Illinois to revise the allowed ROE in the December 2023 order and granted Ameren Illinois’ rehearing request to reconsider the rate base for each year of the MYRP and to include a base level of investments to maintain grid reliability in each year of the MYRP. In June 2024, the ICC issued an order on Ameren Illinois’ rehearing request approving revenue requirements for electric distribution services for 2024 through 2027. New rates became effective in late June 2024 and remained effective through late December 2024, when new rates became effective pursuant to the December 2024 ICC order discussed below. In July 2024, Ameren Illinois filed a request for rehearing of the ICC’s June 2024 rehearing order to include an asset associated with other postretirement benefits in the rate base. Subsequently, in August 2024, the ICC denied the rehearing request. Also, in January 2024, Ameren Illinois filed an appeal of the December 2023 ICC order, including the 8.72% ROE, and subsequently updated the appeal filing in September 2024 to include the June 2024 rehearing order regarding the inclusion of an asset associated with other postretirement benefits in the rate base to the Illinois Appellate Court for the Fifth Judicial District. The court is under no deadline to address the appeal and Ameren Illinois cannot predict the ultimate outcome of the appeal. In March 2024, pursuant to the December 2023 ICC order discussed above, Ameren Illinois filed a revised Grid Plan and a revised MYRP to update the requested revenue requirements for 2024 through 2027. In December 2024, the ICC issued an order in connection with Ameren Illinois’ revised Grid Plan and revised MYRP, approving revenue requirements for electric distribution services for 2024, 2025, 2026, and 2027 of $1,206 million, $1,287 million, $1,367 million, and $1,422 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. Ameren Illinois intends to file an appeal of the ICC’s December 2024 order and update the appeal filed in September 2024 to the Illinois Appellate Court for the Fifth Judicial District as discussed above. In 2024, Ameren Illinois took prudent steps to align its operations with the December 2023 and June 2024 ICC orders, while continuing to ensure safe and adequate service was maintained.

In November 2024, the ICC issued an order in Ameren Illinois’ annual update filing that approved electric customer energy-efficiency rates of $126 million beginning in January 2025, which represents an increase of $26 million from 2024 rates. This order was based on a projected 2025 year-end rate base of $434 million.

In December 2024, the ICC issued an order approving Ameren Illinois’ 2023 electric distribution service revenue requirement reconciliation adjustment filing. This order approved a reconciliation adjustment of $158 million, which reflected Ameren Illinois’ actual 2023 recoverable costs, year-end rate base of $4.2 billion, and capital structure composed of 50% common equity. The approved reconciliation adjustment will be collected from customers in 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 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 February 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 December 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. The MISO is assessing future long-range transmission scenarios in the first quarter of 2025 and development of a second set of second tranche projects will follow this assessment.

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 December 2024, the FERC issued a notice indicating a future order related to the rehearing requests will be issued but did not specify a timeline. 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. As a result of the October 2024 order, Ameren and Ameren Illinois recognized reductions to electric revenues of $10 million and $7 million, respectively, and recognized interest expense of $2 million and $1 million, respectively, on their statements of income in 2024.

In February 2024, Ameren’s board of directors increased the quarterly common stock dividend to 67 cents per share, resulting in an annualized equivalent dividend rate of $2.68 per share. In February 2025, Ameren’s board of directors increased the quarterly common stock dividend to 71 cents per share, resulting in an annualized equivalent dividend rate of $2.84 per share.

For further information on the matters discussed above, see Note 2 – Rate and Regulatory Matters under Part II, Item 8, of this report, and the Outlook section below.

Earnings

Net income attributable to Ameren common shareholders was $1,182 million, or $4.42 per diluted share, for 2024, and $1,152 million, or $4.38 per diluted share, for 2023. Net income was favorably affected in 2024, compared with 2023, by increased infrastructure investments at Ameren Transmission and Ameren Missouri. Net income was also favorably affected in 2024, compared with 2023, by increased base rate revenues pursuant to the MoPSC's June 2023 electric rate order as well as higher base rate revenues pursuant to the ICC's November 2023 natural gas rate order, which increased earnings at Ameren Illinois Natural Gas. Additionally, earnings in 2024, compared with 2023, were favorably affected by decreased other operations and maintenance expenses not subject to formula rates, riders, or trackers, largely because of lower energy center maintenance costs, lower storm costs, disciplined cost management including lower labor costs from decreased headcount and decreased use of contractors, and lower amortization of refueling costs for the Callaway Energy Center, partially offset by the absence of the regulatory deferrals associated with the June 2023 MoPSC rate order. Net income in 2024, compared with 2023, was also favorably affected by increased retail electric sales volumes at Ameren Missouri, primarily due to higher sales excluding customer energy-efficiency programs. Net income was unfavorably affected in 2024, compared with 2023, by two charges related to matters that originated over a decade ago. The first of these charges was recorded by Ameren Missouri related to an order from the United States District Court for the Eastern District of Missouri, which resolved all outstanding claims in the NSR and Clean Air Act litigation related to the Rush Island Energy Center. The second charge was recognized by Ameren Illinois and ATXI for the decrease in the allowed base ROE under the MISO tariff resulting from the October 2024 FERC order, which included customer refunds for certain historical periods. Net income in 2024, compared with 2023, was also unfavorably affected by increased financing costs due to higher long-term debt balances and interest rates at Ameren Missouri and Ameren (parent), a lower recognized ROE under the MYRP, and an increase in the weighted-average basic common shares outstanding, which reduced earnings per diluted share.

Liquidity

At December 31, 2024, Ameren, on a consolidated basis, had available liquidity in the form of cash on hand and amounts available under the Credit Agreements of $1.4 billion.

Ameren has an ATM program under which Ameren may offer and sell from time to time common stock, which includes the ability to enter into forward sale agreements, subject to market conditions and other factors. As of December 31, 2024, Ameren had approximately $550 million of common stock available for sale under the ATM program, which takes into account the forward sale agreements in effect as of December 31, 2024. For information regarding long-term debt issuances and maturities, common stock issuances, and outstanding forward sale agreements entered into under the ATM program through the date of this report, see Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, of this report.

Ameren remains focused on strategic capital allocation. The following chart presents 2024 capital expenditures by segment and the midpoint of projected cumulative capital expenditures for 2025 through 2029 by segment:

For 2025 through 2029, Ameren’s cumulative capital expenditures are projected to range from $25.2 billion to $27.4 billion. The following table presents the range of projected spending by segment:

(a)Amounts include investments under Ameren Missouri’s Smart Energy Plan.

(b)Amounts include the MISO long-range transmission projects assigned to Ameren, as well as the first tranche competitive projects awarded to ATXI discussed above.