UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION FILE NUMBER 1-14756
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
AMEREN CORPORATION
SAVINGS INVESTMENT PLAN
B. | Name of issuer of securities held pursuant to the plan and the address of its principal executive office: |
Ameren Corporation
1901 Chouteau Avenue
St. Louis, Missouri 63103
Ameren Corporation
Savings Investment Plan
Financial Statements and Supplemental Schedule
December 31, 2010 and 2009
Savings Investment Plan
Index
* | Other schedules required by 29 CFR 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 (ERISA), as amended, have been omitted because they are not applicable. |
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of the
Ameren Corporation Savings Investment Plan
In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Ameren Corporation Savings Investment Plan (the Plan) at December 31, 2010 and 2009, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP |
PricewaterhouseCoopers LLP |
St. Louis, Missouri |
June 29, 2011 |
1
Savings Investment Plan
Statements of Net Assets Available for Benefits
December 31, 2010 and 2009
2010 | 2009 | |||||||
Assets |
||||||||
Investments at fair value (Notes 3, 4 and 5) |
$ | 1,420,579,071 | $ | 1,237,694,636 | ||||
Receivables |
||||||||
Notes receivable from Participants |
31,812,438 | 30,646,679 | ||||||
Participant contributions |
2,138,931 | 2,264,594 | ||||||
Employer contributions |
858,138 | 884,522 | ||||||
Dividends and interest |
267,874 | 226,257 | ||||||
Due from brokers for securities sold |
3,177,555 | 844,903 | ||||||
Total receivables |
38,254,936 | 34,866,955 | ||||||
Total assets |
1,458,834,007 | 1,272,561,591 | ||||||
Liabilities |
||||||||
Accrued expenses |
235,583 | 206,787 | ||||||
Due to brokers for securities purchased |
3,330,353 | 807,961 | ||||||
Total liabilities |
3,565,936 | 1,014,748 | ||||||
Net assets available for benefits at fair value |
1,455,268,071 | 1,271,546,843 | ||||||
Adjustment from fair value to contract value for fully benefit-responsive investment contracts |
(14,424,035 | ) | (8,955,477 | ) | ||||
Net assets available for benefits |
$ | 1,440,844,036 | $ | 1,262,591,366 | ||||
The accompanying notes are an integral part of these financial statements.
2
Savings Investment Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2010 and 2009
2010 | 2009 | |||||||
Additions: |
||||||||
Interest and dividends |
$ | 25,104,971 | $ | 22,830,247 | ||||
Net appreciation in fair value of investments (Notes 3, 4 and 5) |
126,222,899 | 142,544,001 | ||||||
Participant contributions |
71,451,072 | 69,353,000 | ||||||
Employer contributions |
26,567,080 | 25,069,576 | ||||||
Total additions |
249,346,022 | 259,796,824 | ||||||
Deductions: |
||||||||
Benefits paid to participants |
69,541,944 | 54,974,264 | ||||||
Administrative expenses (Note 6) |
1,551,408 | 1,508,744 | ||||||
Total deductions |
71,093,352 | 56,483,008 | ||||||
Net increase |
178,252,670 | 203,313,816 | ||||||
Net assets available for benefits |
||||||||
Beginning of year |
1,262,591,366 | 1,059,277,550 | ||||||
End of year |
$ | 1,440,844,036 | $ | 1,262,591,366 | ||||
The accompanying notes are an integral part of these financial statements.
3
Savings Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
1. | Description of the Plan |
General
The following is a brief summary of the various provisions of the Ameren Corporation Savings Investment Plan (the Plan). Participants should refer to the Plan document for more complete information.
The Plans purpose is to provide all regular full-time management and contract employees (the Participants) of Ameren Corporation (the Company) and its wholly owned subsidiaries the option to defer a portion of their annual base compensation, and incentive and other compensation (for management employees), for federal income tax purposes in accordance with Section 401(k) of the Internal Revenue Code (the Code). The Plan is subject to certain provisions of ERISA, as amended, and regulations of the Securities and Exchange Commission.
The Company serves as sponsor of the Plan, and, consequently, has the authority to amend or terminate the Plan subject to certain restrictions. The Board of Directors of the Company has the authority and responsibility for the general administration of the Plan. Fidelity Management Trust Company, as Trustee, has the authority and responsibility to hold and protect the assets of the Plan in accordance with Plan provisions and with the Trust and Administrative Agreement.
Participation
All regular full-time employees are eligible to participate upon employment.
Contributions
All Participants can contribute a maximum of 100% of their base compensation to the Plan. The Plan was amended on January 1, 2010, for management employees to include additional pay, besides base pay, as 401(k) eligible pay. Additional pay includes, but is not limited to, short-term incentive pay, bonuses, over time, continuous operations pay and premium pay. Participant contributions are subject to annual limitations imposed by the Code ($16,500 in 2010 and 2009). The Company will make an Employer Basic Matching Contribution plus an Employer Additional Matching Contribution in an amount equal to a percent of the amount each Participant contributes to the Plan, up to a certain maximum percentage of the Participants compensation that he or she elects to contribute to the Plan each year. The amount of Company matching contribution depends on the Participants employment classification, and for contract employees is determined by the collective bargaining agreement with the specific union representing the Participants. The Company also makes true-up Employer Basic Matching Contributions for Participants who contribute the IRS maximum before the end of the year and, as a result, do not receive the full company match. The Employer Additional Matching Contributions are invested in the Ameren Stock Fund, and as such, are nonparticipant-directed investments, but Participants have the opportunity to immediately allocate these contributions to different investments if so desired.
The Plan permits catch-up contributions for all employees age 50 and older. Eligible employees could contribute $5,500 in 2010 and 2009 as a catch-up contribution. The Company does not match catch-up contributions.
Participants direct their contributions and the Employer Basic Matching Contributions by electing that such contributions be placed in a single investment fund or allocated in increments of one
4
Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
percent to any combination of investment funds. Such fund allocation elections may be changed daily.
As part of the merger of the CILCO Employees Savings Plan into the Plan on January 1, 2004, the AES Stock Fund was added to the SIP to allow Participants time to transition this investment to other Plan funds. The fund was terminated effective December 31, 2010. Any balances held in the AES Stock Fund were automatically reallocated to the Target Retirement Date Fund closest to the Participants estimated retirement date, assuming retirement at age 65.
Effective January 1, 2009, the Plan includes 403(a), 403(b) and 457 distributions as eligible rollover contributions.
Earnings derived from the assets of any investment fund are reinvested in the fund to which they relate. Participants may elect daily to reallocate, by actual dollar or percentage in one percent increments, the value of their accounts between funds. Pending investment of the assets into any investment fund, the Trustee may temporarily make certain short-term investments.
Notes Receivable from Participants
The Plan permits Participants to borrow from their accounts within the Plan. Such borrowings may be made subject to the following: (1) the minimum amount of the loan is $1,000, (2) the amount of the loan may not exceed the lesser of $50,000 or 50% of the vested amount in the Participants account, (3) the loan will bear a fixed interest rate and repayments will be made through mutual agreement subject to certain statutory repayment time limits, (4) each loan shall bear a reasonable interest rate as determined under policies established for the Plan and (5) such other rules and regulations as may be adopted by the Company. At December 31, 2010 and 2009, the interest rates on participant loans ranged from 4.00 percent to 10.50 percent.
Vesting
The amounts in Participants accounts, including Company contributions, are fully vested at all times.
Payment of Benefits
The total amount of a Participants account shall be distributed to the Participant according to one of the options as described in the Plan document and as elected by the Participant. Effective January 1, 2009, a provision requiring automatic payout at age 70 1/2 was replaced with a provision requiring minimum distributions (annual installments payable during the participants lifetime). All distributions shall be in the form of cash except that Participants may elect to have his or her interest in the Ameren Stock Fund or, through December 14, 2010, the AES Stock Fund, if applicable, distributed in shares of Ameren or AES common stock, respectively. Participants may withdraw certain basic contributions, rollover contributions and related earnings thereon upon reaching age 59 1/2, in the event of total disability or financial hardship as defined by the Plan or the Code. For purposes of distributions, the Participants account value will be determined as of the last business day coincident with or immediately preceding the day of distribution. Contributions to the Plan and investment income thereon are taxable to Participants upon distribution pursuant to the rules provided for under the Plan and the Code.
5
Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
The Plan also allows, at the discretion of the Company, participants of the former Union Electric Company Employee Stock Ownership Plan and the former Ameren Corporation Employee Stock Ownership Plan for Certain Employees of AmerenCIPS, to receive distributions prior to termination of employment of (a) all or a portion of a Participants account balance acquired at least 84 months prior to a distribution and (b) any portion of a Participants account balance acquired by dividends or other income. Any such distributions would be subject to tax withholding and potentially a 10% early withdrawal penalty similar to any other early Plan distribution unless the distribution is rolled over to an individual retirement account or other qualified plan.
Plan Termination
The Company intends to continue the Plan indefinitely. However, the Company may at any time and for any reason, subject to ERISA and Internal Revenue Service regulations, suspend or terminate the Plan provided that such action does not retroactively adversely affect the rights of any Participant under the Plan.
2. | Summary of Significant Accounting Policies |
Basis of Accounting
The accompanying financial statements of the Plan are prepared on the accrual basis of accounting, except that benefit payments to Participants are recorded upon distribution.
Investment contracts held by defined-contribution plans are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts, as contract value is the amount Participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Statement of Net Assets Available for Benefits presents the fair value of the investment contracts, as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
All investments are presented at fair value as of December 31, 2010 and 2009. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 4 for discussion of fair value measurements.
Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on the accrual basis. Dividend income from Ameren common stock is recorded when received. Net
6
Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
appreciation includes the Plans gains and losses on investments bought and sold as well as held during the year.
Notes Receivable from Participants
Notes receivable from Participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based upon the terms of the Plan document.
Administrative Expenses
Fees associated with administering the Plan are generally paid by the Plan. Trustee and recordkeeping fees are primarily paid via (1) revenue sharing payments (payments made directly from investment managers to the recordkeeper), (2) fees accrued in the investment funds that do not pay revenue sharing, and (3) flat dollar fees that are assessed to all Participants quarterly.
Risks and Uncertainties
Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect the amounts reported in the Statement of Net Assets Available for Benefits.
New Accounting Standards
In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements (ASU 2010-06). ASU 2010-06 amends ASC 820, Fair Value Measurements and Disclosures, to require new disclosures related to transfers into and out of Levels 1, 2 and 3 of the fair value hierarchy and additional disclosures relating to Level 3 measurements. The guidance also clarifies existing fair value measurement disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. Adoption of ASU 2010-06 did not have a material impact on the Plans Financial Statements. The additional disclosure requirements effective for periods beginning after December 15, 2010 are also not expected to have an impact on the Plans Financial Statements.
In September 2010, the FASB issued ASU No. 2010-25, Reporting Loans to Participants by Defined Contribution Pension Plan. This update requires participant loans be classified as notes receivable from participants, which are segregated from plan investments and measured at their unpaid principal balance plus any accrued but unpaid interest. Previously, participant loans were classified as investments to be presented at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. This update is effective for fiscal years ending after December 15, 2010 and should be applied retrospectively. The Company adopted this policy during the year ended December 31, 2010 on a retrospective basis. Other than the reclassification requirements, the adoption of this standard did not have a material impact on the Plans financial statements.
In May 2011, the FASB issued ASU 2011-04 Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. ASU 2011-04 is intended to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments are of two types:
7
Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
(i) those that clarify the Boards intent about the application of existing fair value measurement and disclosure requirements and (ii) those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The update is effective for annual periods beginning after December 15, 2011. Plan management does not believe the adoption of this update will have a material impact on the Plans financial statements.
3. | Investments |
The following table presents investments of the Plan at December 31, 2010 and 2009, respectively:
2010 | 2009 | |||||||
Investments at Fair Value |
||||||||
Common Stock |
||||||||
Ameren Corporation(1)(2) |
$ | 169,366,789 | $ | 159,480,380 | ||||
The AES Corporation |
| 6,198,986 | ||||||
Managed Domestic Equity Funds |
||||||||
NWQ Small/Mid Cap Value Fund(1) |
145,454,501 | 110,363,725 | ||||||
American Funds Growth Fund of America(1) |
106,236,985 | 96,828,177 | ||||||
BlackRock Equity Index Fund(1) |
100,809,640 | 86,293,624 | ||||||
Allianz NFJ Dividend Value Fund(1) |
97,155,445 | 86,703,523 | ||||||
Vanguard Extended Market Index Fund(1) |
78,803,902 | 57,710,759 | ||||||
Royce Value Plus Fund |
16,982,529 | 11,348,505 | ||||||
Managed International Equity Fund |
||||||||
American Funds EuroPacific Growth Fund(1) |
130,143,268 | 123,593,860 | ||||||
Managed Fixed Income Funds |
||||||||
Northern Trust Company Collective Stable Asset Fund(1)(3) |
303,163,476 | 279,573,034 | ||||||
PIMCO Total Return Fund(1) |
86,889,367 | 77,330,057 | ||||||
BlackRock TIPS Bond Index Fund |
7,273,213 | | ||||||
Fidelity Management Trust Co. Institutional Cash Portfolio |
6,399,893 | 2,878,191 | ||||||
Managed Target Retirement Date Funds |
||||||||
BlackRock LifePath 2020 Portfolio |
44,328,671 | 36,716,649 | ||||||
BlackRock LifePath 2015 Portfolio |
34,104,807 | 29,081,792 | ||||||
BlackRock LifePath 2025 Portfolio |
33,720,030 | 27,462,925 | ||||||
BlackRock LifePath 2030 Portfolio |
20,801,918 | 15,727,270 | ||||||
BlackRock LifePath Retirement Portfolio |
14,801,818 | 14,804,899 | ||||||
BlackRock LifePath 2035 Portfolio |
8,300,052 | 5,997,729 | ||||||
BlackRock LifePath 2040 Portfolio |
6,285,563 | 4,178,102 | ||||||
BlackRock LifePath 2045 Portfolio |
5,009,286 | 2,736,720 | ||||||
BlackRock LifePath 2050 Portfolio |
4,330,117 | 2,685,729 | ||||||
BlackRock LifePath 2055 Portfolio |
217,801 | | ||||||
Total investments |
$ | 1,420,579,071 | $ | 1,237,694,636 | ||||
(1) | Investments that represent 5% or more of the Plans net assets at December 31, 2010. |
(2) | Nonparticipant-directed portion $54,708,441 and $46,639,222 at December 31, 2010 and 2009, respectively. |
8
Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
(3) | The Northern Trust Company Collective Stable Asset Fund holds investment contracts that are presented at fair value. Contract value of those investments, representing the benefits available to Plan Participants, was $288,739,441 and $270,617,557 as of December 31, 2010 and 2009, respectively. |
During 2010 and 2009, the Plans investments (including investments bought, sold, and held during the year) appreciated/(depreciated) in value as follows:
2010 | 2009 | |||||||
Investments at Fair Value |
||||||||
Managed Domestic Equity Funds |
$ | 85,775,378 | $ | 94,845,866 | ||||
Managed Target Retirement Date Funds |
17,986,798 | 26,404,590 | ||||||
Managed Fixed Income Fund |
12,292,081 | 16,020,770 | ||||||
Managed International Equity Fund |
8,718,787 | 30,549,714 | ||||||
Ameren Corporation Common Stock |
2,157,223 | (27,824,454 | ) | |||||
The AES Corporation Common Stock |
(707,368 | ) | 2,547,515 | |||||
Total net change in fair value |
$ | 126,222,899 | $ | 142,544,001 | ||||
4. | Fair Value Measurements |
The authoritative guidance issued by the Financial Accounting Standards Board regarding fair value measurement provides a framework for measuring fair value for all assets and liabilities that are measured and reported at fair value. The guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk or the risks inherent in the inputs to the valuation, were used in the valuation process. Inputs to valuation can be readily observable, market corroborated, or unobservable. Valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs were used. The provisions also establish a fair value hierarchy that prioritizes the inputs used to measure fair value. All financial assets and liabilities carried at fair value were classified in one of the following three hierarchy levels:
Level 1: Inputs based on quoted prices in active markets for identical assets or liabilities that the Plan has the ability to access at the reporting date.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Inputs to the valuation methodology include:
- | Quoted prices for similar assets or liabilities in active markets; |
- | Quoted prices for identical or similar assets or liabilities in inactive markets; |
- | Inputs other than quoted prices that are observable for the asset or liability; |
- | Inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
9
Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
Level 3: Inputs to the valuation methodology that are unobservable and significant to the fair value measurement.
The asset or liabilitys fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2010 and 2009. Common stocks are valued at the closing price reported on the active markets on which the individual securities are traded. Mutual funds and collective trust funds are valued at the net asset value (NAV) of shares or units held by the Plan at year end, representing the value at which shares of the fund may be purchased or redeemed. The fair value of the investments within the funds are based on quoted prices in active markets and securities valued using observable inputs or quotations from inactive markets. Under ordinary market conditions, redemptions are permitted as of valuation dates and are executed at NAV.
The following table sets forth, by level within the fair value hierarchy, Plan assets measured at fair value on a recurring basis as of December 31, 2010:
Quoted Prices In Active Markets for Identified Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant
Other Unobservable Inputs (Level 3) |
Total | |||||||||||||
Assets |
||||||||||||||||
Common stock |
$ | 169,366,789 | $ | | $ | | $ | 169,366,789 | ||||||||
Mutual funds |
||||||||||||||||
Domestic equity funds |
299,178,861 | | | 299,178,861 | ||||||||||||
International equity funds |
130,143,268 | | | 130,143,268 | ||||||||||||
Fixed income funds |
86,889,367 | | | 86,889,367 | ||||||||||||
Collective trust funds |
||||||||||||||||
Domestic equity funds |
| 246,264,141 | | 246,264,141 | ||||||||||||
Fixed income funds |
| 316,836,582 | | 316,836,582 | ||||||||||||
Target retirement date funds |
| 171,900,063 | | 171,900,063 | ||||||||||||
$ | 685,578,285 | $ | 735,000,786 | $ | | $ | 1,420,579,071 | |||||||||
10
Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
The following table sets forth, by level within the fair value hierarchy, Plan assets measured at fair value on a recurring basis as of December 31, 2009:
Quoted Prices In Active Markets for Identified Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
Total | |||||||||||||
Assets |
||||||||||||||||
Common stock |
$ | 165,679,366 | $ | | $ | | $ | 165,679,366 | ||||||||
Mutual funds |
||||||||||||||||
Domestic equity funds |
252,590,964 | | | 252,590,964 | ||||||||||||
International equity funds |
123,593,860 | | | 123,593,860 | ||||||||||||
Fixed income funds |
77,330,057 | | | 77,330,057 | ||||||||||||
Collective trust funds |
||||||||||||||||
Domestic equity funds |
| 196,657,349 | | 196,657,349 | ||||||||||||
Fixed income funds |
| 282,451,225 | | 282,451,225 | ||||||||||||
Target retirement date funds |
| 139,391,815 | | 139,391,815 | ||||||||||||
$ | 619,194,247 | $ | 618,500,389 | $ | | $ | 1,237,694,636 | |||||||||
The Plan does not hold any investments requiring Level 3 measurements, and there have not been any transfers of assets between the levels from 2009 to 2010.
5. | Nonparticipant-Directed Investments |
Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments at and for the years ended December 31, 2010 and 2009, is as follows:
2010 | 2009 | |||||||
Net assets |
||||||||
Ameren Common Stock Fund |
$ | 54,708,441 | $ | 46,639,222 | ||||
Employer contributions receivable |
307,128 | 314,394 | ||||||
Changes in net assets |
||||||||
Interest and dividends |
2,770,828 | 2,366,252 | ||||||
Net appreciation (depreciation) in fair value of investments |
853,271 | (6,511,556 | ) | |||||
Employer contributions |
9,398,029 | 8,886,710 | ||||||
Benefits paid to Participants |
(1,595,299 | ) | (1,312,982 | ) | ||||
Administrative expenses |
(45,975 | ) | (45,694 | ) | ||||
Net transfer out to other investments |
(3,318,901 | ) | (3,113,869 | ) |
6. | Transactions with Parties-in-Interest |
At December 31, 2010, the Plan held Company common stock with a cost and market value of $211,617,948 and $169,366,789, respectively. During 2010, the Plan purchased shares at a cost of $35,348,381 and sold shares valued at $25,591,525.
11
Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
At December 31, 2009, the Plan held Company common stock with a cost and market value of $213,879,988 and $159,480,380, respectively. During 2009, the Plan purchased shares at a cost of $36,643,054 and sold shares valued at $28,182,985.
At December 31, 2010, and December 31, 2009, respectively, the Plan held $6,399,893 and $2,878,191 in the Fidelity Management Trust Company Institutional Cash Portfolio, which is managed by the Trustee.
Fees paid by the Plan to the Trustee for recordkeeping and trust services were $1,141,191 and $1,134,569 for the years ended December 31, 2010 and December 31, 2009, respectively.
These transactions are allowable party-in-interest transactions under Section 408(b)(8) of ERISA.
7. | Reconciliation of Financial Statements to Form 5500 |
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at December 31, 2010 and 2009:
2010 | 2009 | |||||||
Net assets available for benefits per the financial statements |
$ | 1,440,844,036 | $ | 1,262,591,366 | ||||
Amounts allocated to deemed distributions of notes receivable from Participants |
(685,400 | ) | (691,330 | ) | ||||
Adjustment from contract value to fair value for fully benefit-responsive investment contracts |
14,424,035 | 8,955,477 | ||||||
Net assets available for benefits per the Form 5500 |
$ | 1,454,582,671 | $ | 1,270,855,513 | ||||
Deemed distributions of notes receivable from Participants, resulting from defaults of notes receivable from Participants, are no longer considered assets of the Plan with respect to Form 5500 filings.
12
Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
The following is a reconciliation of total additions per the financial statements to total income per the Form 5500 for the years ended December 31, 2010 and 2009:
2010 | 2009 | |||||||
Total additions per the financial statements |
$ | 249,346,022 | $ | 259,796,824 | ||||
Add: Adjustment from contract value to fair value for fully benefit-responsive investment contracts as of the current year-end |
14,424,035 | 8,955,477 | ||||||
Less: Adjustment from contract value to fair value for fully benefit-responsive investment contracts as of the prior year-end |
(8,955,477 | ) | 6,209,250 | |||||
Less: Interest income of defaulted notes receivable from Participants |
(47,617 | ) | | |||||
Total income per the Form 5500 |
$ | 254,766,963 | $ | 274,961,551 | ||||
The following is a reconciliation of total deductions per the financial statements to total expenses per the Form 5500 for the years ended December 31, 2010 and 2009:
2010 | 2009 | |||||||
Total deductions per the financial statements |
$ | 71,093,352 | $ | 56,483,008 | ||||
Add: Net increase (decrease) in defaulted notes receivable from Participants |
(53,547 | ) | 122,484 | |||||
Total expenses per the Form 5500 |
$ | 71,039,805 | $ | 56,605,492 | ||||
8. | Federal Income Tax Status |
The Company obtained its latest determination letter May 28, 2008, in which the Internal Revenue Service stated that the Plan was in compliance with the applicable requirements of the Code. Although the Plan has been amended since receiving the determination letter, the Plans administrator and the Plans tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code.
Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2010, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2007.
13
Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
9. | Subsequent Events |
Subsequent event procedures have been carried out to the date of the financial statement issuance.
14
Savings Investment Plan
Schedule of Assets (Held at End of Year)
December 31, 2010 | Schedule 1 |
(a) | (b) | (c) | (d) | (e) | ||||||||
Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par, or maturity value |
Cost | Current value | |||||||||
*** | Northern Trust Company |
Collective Stable Asset Fund | $ | 250,343,004 | $ | 303,163,476 | ||||||
* | Ameren Corporation |
Ameren Stock | 211,617,948 | 169,366,789 | ||||||||
Nuveen Fund Advisors |
NWQ Small/Mid Cap Value Fund | 153,566,118 | 145,454,501 | |||||||||
Allianz Global Investors Fund Management |
NFJ Dividend Value Fund | 133,402,609 | 97,155,445 | |||||||||
American Funds Group |
EuroPacific Growth Fund | 125,221,652 | 130,143,268 | |||||||||
American Funds Group |
Growth Fund of America | 97,892,403 | 106,236,985 | |||||||||
Pacific Investment Management Company |
PIMCO Total Return Fund | 86,226,498 | 86,889,367 | |||||||||
BlackRock |
BlackRock Equity Index Fund | 85,612,631 | 100,809,640 | |||||||||
The Vanguard Group |
Vanguard Extended Market Index Fund | 63,628,683 | 78,803,902 | |||||||||
BlackRock |
BlackRock LifePath 2020 Portfolio | 41,576,789 | 44,328,671 | |||||||||
* ** | Participants |
Participant Loans | 31,812,438 | 31,812,438 | ||||||||
BlackRock |
BlackRock LifePath 2025 Portfolio | 31,734,066 | 33,720,030 | |||||||||
BlackRock |
BlackRock LifePath 2015 Portfolio | 31,076,143 | 34,104,807 | |||||||||
BlackRock |
BlackRock LifePath 2030 Portfolio | 18,977,146 | 20,801,918 | |||||||||
Royce |
Royce Value Plus Fund | 13,901,666 | 16,982,529 | |||||||||
BlackRock |
BlackRock LifePath Retirement Portfolio | 13,662,182 | 14,801,818 | |||||||||
BlackRock |
BlackRock LifePath 2035 Portfolio | 7,392,624 | 8,300,052 | |||||||||
BlackRock |
BlackRock TIPS Bond Index Fund | 7,071,925 | 7,273,213 | |||||||||
* | Fidelity Management Trust Company |
FMTC Institutional Cash Portfolio | 6,399,893 | 6,399,893 | ||||||||
BlackRock |
BlackRock LifePath 2040 Portfolio | 5,403,063 | 6,285,563 | |||||||||
BlackRock |
BlackRock LifePath 2045 Portfolio | 4,057,548 | 5,009,286 | |||||||||
BlackRock |
BlackRock LifePath 2050 Portfolio | 3,574,217 | 4,330,117 | |||||||||
BlackRock |
BlackRock LifePath 2055 Portfolio | 199,826 | 217,801 | |||||||||
$ | 1,424,351,072 | $ | 1,452,391,509 | |||||||||
* | Investment represents allowable transaction with a party-in-interest. |
** | Interest rates vary from 4.00% to 10.50% on loans maturing through 2020. |
*** | Collective Stable Asset Fund holds investment contracts that are presented at fair value. Contract value of those investments, representing the benefits available to Plan Participants, was $288,739,441 as of December 31, 2010. |
15
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
AMEREN CORPORATION SAVINGS INVESTMENT PLAN | ||||
AMEREN SERVICES COMPANY | ||||
(Administrator) | ||||
By | /s/ Daniel F. Cole |
|||
Daniel F. Cole | ||||
President & CEO | ||||
Ameren Services Company |
June 29, 2011
EXHIBIT INDEX
Exhibit No. |
Description | |
23 | Consent of Independent Registered Public Accounting Firm |