ameren11ksip123108.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISISION
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, 2008
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 Additional Information
December
31, 2008 and 2007
Ameren
Corporation
Savings
Investment Plan
Index
December
31, 2008 and 2007
____________________________________________________________________________________________________________________________________________
|
Page(s)
|
Report of Independent
Registered Public Accounting Firm .................................................................................................................................................................
|
1
|
Financial
Statements
|
|
Statements
of Net Assets Available for Benefits
.....................................................................................................................................................................................
|
2
|
Statements
of Changes in Net Assets Available for
Benefits ................................................................................................................................................................
|
3
|
Notes
to Financial
Statements .....................................................................................................................................................................................................................
|
4-14
|
Additional
Information*
|
|
Schedule
I: Schedule of Assets (Held at End of
Year) ............................................................................................................................................................................
|
15
|
*
|
Other
schedules required by 29 CFR 2520.103-10 of the Department of Labor’s
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, 2008 and
2007, 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 Plan’s 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 Labor’s Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the
responsibility of the Plan’s 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.
The
schedule of assets (held at end of year) that accompanies the Plan’s financial
statements does not disclose the historical cost of certain
nonparticipant-directed Plan assets held by the Plan’s
trustee. Disclosure of this information is required by the Department
of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.
/s/
PricewaterhouseCoopers LLP
PricewaterhouseCoopers
LLP
St.
Louis, Missouri
June 29,
2009
Ameren
Corporation
Savings
Investment Plan
Statements
of Net Assets Available for Benefits
December
31, 2008 and 2007
|
2008
|
|
|
2007
|
|
Assets
|
|
|
|
|
|
Investments
at fair value (Note 3)
|
$ |
1,051,856,148 |
|
|
$ |
1,368,861,823 |
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
|
|
|
|
|
Participant
contributions
|
|
1,035,282 |
|
|
|
707,260 |
|
Employer
contributions
|
|
299,491 |
|
|
|
218,810 |
|
Dividends
and interest
|
|
289,931 |
|
|
|
198,079 |
|
Due
from brokers for securities sold
|
|
1,305,361 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
Total
receivables
|
|
2,930,065 |
|
|
|
1,124,149 |
|
|
|
|
|
|
|
|
|
Total
assets
|
|
1,054,786,213 |
|
|
|
1,369,985,972 |
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
Accrued
expenses
|
|
196,559 |
|
|
|
- |
|
Due
to brokers for securities purchased
|
|
1,521,354 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
1,717,913 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
Net
assets available for benefits at fair value
|
|
1,053,068,300 |
|
|
|
1,369,985,972 |
|
|
|
|
|
|
|
|
|
Adjustment
from fair value to contract value for fully
benefit-responsive investment contracts
|
|
6,209,250 |
|
|
|
(1,838,913 |
) |
|
|
|
|
|
|
|
|
Net
assets available for benefits
|
$ |
1,059,277,550 |
|
|
$ |
1,368,147,059 |
|
The
accompanying notes are an integral part of these financial
statements.
Ameren
Corporation
Savings
Investment Plan
Statements
of Changes in Net Assets Available for Benefits
Years
Ended December 31, 2008 and 2007
|
2008
|
|
|
2007
|
|
Additions:
|
|
|
|
|
|
Interest
and dividends
|
$ |
37,198,919 |
|
|
$ |
26,013,166 |
|
Net
appreciation in fair value of investments (Note 3)
|
|
- |
|
|
|
47,492,578 |
|
Participant
contributions
|
|
67,094,660 |
|
|
|
58,760,626 |
|
Employer
contributions
|
|
23,001,573 |
|
|
|
20,529,825 |
|
|
|
|
|
|
|
|
|
Total
additions
|
|
127,295,152 |
|
|
|
152,796,195 |
|
|
|
|
|
|
|
|
|
Deductions:
|
|
|
|
|
|
|
|
Net
depreciation in fair value of investments (Note 3)
|
|
429,660,785 |
|
|
|
- |
|
Benefits
paid to participants
|
|
59,416,898 |
|
|
|
74,044,718 |
|
Administrative
expenses
|
|
1,344,564 |
|
|
|
406,390 |
|
|
|
|
|
|
|
|
|
Total
deductions
|
|
490,422,247 |
|
|
|
74,451,108 |
|
|
|
|
|
|
|
|
|
Plan
transfers in (Note 1)
|
|
54,257,586 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
Net
increase (decrease)
|
|
(308,869,509 |
) |
|
|
78,345,087 |
|
|
|
|
|
|
|
|
|
Net
assets available for benefits
|
|
|
|
|
|
|
|
Beginning
of year
|
|
1,368,147,059 |
|
|
|
1,289,801,972 |
|
|
|
|
|
|
|
|
|
End
of year
|
$ |
1,059,277,550 |
|
|
$ |
1,368,147,059 |
|
The accompanying notes are an integral part of
these financial statements.
Ameren
Corporation
Savings
Investment Plan
Notes
to Financial Statements
December
31, 2008 and 2007
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
Plan's 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 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.
Effective
February 1, 2008, the Plan was amended to merge the assets of the Ameren
Corporation Employee Long-Term Savings Plan - IBEW No. 702 (the “Long-Term Savings
Plan”) into the Plan. The asset transfer into the Plan consisted of
226,077 shares of Ameren common stock, with a fair market value as of the date
of the transfer of $10,114,685. In addition, cash of $42,619,392 and
loan balances of $1,523,509 were transferred into the Plan.
Participation
The Plan
covers substantially all employees of the Company, except, prior to February 1,
2008, contract employees covered by a collective bargaining agreement between
the Company and employees who are members of the IBEW No. 702 collective
bargaining unit employed by Central Illinois Public Service or Ameren Energy
Generating Company. All regular full time employees are eligible to
participate upon employment.
Contributions
All
Participants can contribute a maximum of 100 percent of their base compensation
to the Plan. Participant contributions are subject to annual
limitations imposed by the Code ($15,500 in 2008 and $15,500 in
2007). 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 Participant’s compensation that he or she elects to
contribute to the Plan each year. The amount of Company matching
contribution depends on the Participant’s employment classification and for
contract employees is determined by the collective bargaining agreement with the
specific union representing the Participants. The Employer Additional
Matching Contributions are invested in the Ameren Common Stock Fund, but
Participants have the opportunity to immediately allocate these contributions to
different investments if so desired.
Ameren
Corporation
Savings
Investment Plan
Notes
to Financial Statements
December
31, 2008 and 2007
The Plan
permits “catch-up” contributions for all employees age 50 and older. Eligible
employees could contribute $5,000 in 2008 and $5,000 in 2007 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 percent to any combination of investment funds,
excluding the AES Common Stock Fund. Such fund allocation elections
may be changed daily. Investments in the AES Common Stock Fund can be
reallocated at any time, but no new investments can be allocated to this
fund. 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.
Participant
Loans
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 fifty percent of the vested amount in the Participant's
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, 2008 and 2007, 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 Participant's 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. A Participant whose account balance is $1,000 or
greater may defer distribution until December 31 of the year they attain age 70
1/2 but no later than April 1 of the year following the Participant's attaining
age 70 1/2. If the balance of the account is less than $1,000, the
distribution shall be made in a lump sum within ninety days of his or her
termination of employment, provided he or she is not an employee on such
date. All distributions shall be in the form of cash except that
Participants may elect to have his or her interest in the Ameren Common Stock
Fund or the AES Common Stock Fund, if applicable, distributed in shares of
Ameren or AES common stock, respectively. The provision to
automatically payout a Participant’s balance at age 70 ½ was eliminated after
December 31, 2008 (see Note 9 - Subsequent Events). 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 Participant's 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.
Ameren
Corporation
Savings
Investment Plan
Notes
to Financial Statements
December
31, 2008 and 2007
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
Participant's account balance acquired at least 84 months prior to a
distribution and (b) any portion of a Participant's account balance acquired by
dividends or other income. Any such distributions would be subject to
tax withholding and potentially a 10 percent 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.
As
described in Financial Accounting Standards Board Staff Position AAG INV-1 and
SOP 94-4-1, Reporting of Fully
Benefit-Responsive Investment Contracts Held
by Certain Investment Companies Subject to the AICPA Investment Company Guide
and Defined-Contribution Health and Welfare and Pension Plans (the
"FSP"), 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 Plan adopted the FSP as of December 31, 2006. As
required by the FSP, the Statement of Net Assets Available for Benefits presents
the fair value of the investment contracts as a component of
investments. The difference between the fair value of the investment
contracts and the contract value is presented as the "Adjustment from fair value
to contract value for fully benefit-responsive investment contracts" in the
Statement of Net Assets Available for Benefits. The adoption of the
FSP did not impact the Statement of Changes in Net Assets Available for
Benefits.
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.
Ameren
Corporation
Savings
Investment Plan
Notes
to Financial Statements
December
31, 2008 and 2007
Investment
Valuation and Income Recognition
All
investments are presented at fair value as of December 31, 2008 and
2007. The fair value of the Ameren Stock Fund and the AES Stock Fund
were determined using year-end published market prices. Investments
in mutual funds are valued at published net asset market value including accrued
income on the last business day of each year. Investments in the FMTC
Institutional Cash Portfolio are valued at cost plus accrued income, which
approximates fair value. Investments in the Northern Trust Company
Collective Stable Asset Fund are presented at fair value and adjusted to
contract value to represent benefits available to Plan
Participants. Participant loans are valued at amortized cost, which
approximates fair value.
Interest
income is recorded on the accrual basis. Dividend income is recorded
on the ex-dividend date. Gains and losses on security transactions
are recorded on the trade date.
Administrative
Expenses
Trustee
fees and other fees associated with administering the Plan are generally paid by
the Plan. In 2007, recordkeeping fees were paid primarily via revenue
sharing payments, which are paid directly from investment managers to the
recordkeeper. In 2008, recordkeeping fees were paid via (1) a
significantly lesser amount of revenue sharing payments, (2) fees accrued in the
investment funds that did not generate revenue sharing, and (3) flat dollar fees
that were 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.
Recent
Accounting Pronouncements
In
September 2006, the FASB issued Statement of Financial Accounting Standards No.
157, Fair Value
Measurements ("SFAS 157"), which defines fair value, establishes a
framework for measuring fair value, and expands disclosures about fair value
measurements. SFAS 157 clarifies that fair value is a market based
measurement that should be determined based on the assumption that market
participants would use in pricing an asset or liability. This
standard was effective for the Plan for the 2008 fiscal year. See
Note 4 – Fair Value Measurements for additional information on the adoption of
SFAS 157 in 2008.
In May
2008, the FASB issued Statement of Financial Accounting Standards No. 165, Subsequent Events (“SFAS
165”). SFAS 165 establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued. The standard, which includes a new
required disclosure of the date through which an entity has evaluated subsequent
events, will be effective for the 2009 Plan year. At this time we do
not expect the impact of adoption to be material.
Ameren
Corporation
Savings
Investment Plan
Notes
to Financial Statements
December
31, 2008 and 2007
The
following table presents investments of the Plan at December 31, 2008 and 2007,
respectively:
|
2008
|
|
2007
|
|
Investments
at Fair Value as Determined
By Quoted Market Price
|
|
|
|
|
Common
Stock
|
|
|
|
|
Ameren
Corporation(1)(2)
|
$ |
181,205,635 |
|
$ |
216,157,171 |
|
The
AES Corporation
|
|
4,458,219 |
|
|
12,879,946 |
|
Managed
Domestic Equity Funds
|
|
|
|
|
|
|
NWQ
Small/Mid Cap Value Fund(1)
|
|
79,690,735 |
|
|
159,380,007 |
|
Allianz
NFJ Dividend Value Fund(1)
|
|
78,217,262 |
|
|
130,013,958 |
|
American
Funds Growth Fund of America(1)
|
|
68,715,850 |
|
|
106,907,541 |
|
Barclays
Global Investors Equity Index Fund(1)
|
|
67,486,795 |
|
|
103,534,220 |
|
Vanguard
Extended Market Index Fund
|
|
40,125,491 |
|
|
70,022,356 |
|
Royce
Value Plus Fund
|
|
4,409,263 |
|
|
- |
|
Vanguard
Asset Allocation Fund
|
|
- |
|
|
100,529,516 |
|
Managed
International Equity Fund
|
|
|
|
|
|
|
American
Funds EuroPacific Growth Fund(1)
|
|
83,111,772 |
|
|
157,385,716 |
|
Managed
Fixed Income Fund
|
|
|
|
|
|
|
PIMCO
Total Return Fund(1)
|
|
61,764,512 |
|
|
49,311,716 |
|
Investments
at Estimated Fair Value
|
|
|
|
|
|
|
Managed
Fixed Income Funds
|
|
|
|
|
|
|
Northern
Trust Company Collective Stable Asset Fund(1)(3)
|
|
248,584,109 |
|
|
230,715,607 |
|
FMTC
Institutional Cash Portfolio
|
|
4,671,439 |
|
|
- |
|
Northern
Trust Co. Collective Short-Term Investment Fund
|
|
- |
|
|
3,337,513 |
|
Managed
Target Retirement Date Funds
|
|
|
|
|
|
|
Barclays
Global Investors LifePath 2020 Portfolio
|
|
27,647,734 |
|
|
- |
|
Barclays
Global Investors LifePath 2015 Portfolio
|
|
21,332,233 |
|
|
- |
|
Barclays
Global Investors LifePath 2025 Portfolio
|
|
19,221,651 |
|
|
- |
|
Barclays
Global Investors LifePath 2010 Portfolio
|
|
11,241,590 |
|
|
- |
|
Barclays
Global Investors LifePath 2030 Portfolio
|
|
10,179,352 |
|
|
- |
|
Barclays
Global Investors LifePath 2035 Portfolio
|
|
3,415,974 |
|
|
- |
|
Barclays
Global Investors LifePath Retirement Portfolio
|
|
2,714,144 |
|
|
- |
|
Barclays
Global Investors LifePath 2040 Portfolio
|
|
2,016,827 |
|
|
- |
|
Barclays
Global Investors LifePath 2045 Portfolio
|
|
1,131,089 |
|
|
- |
|
Barclays
Global Investors LifePath 2050 Portfolio
|
|
652,064 |
|
|
- |
|
Participant
Loans
|
|
29,862,408 |
|
|
28,686,556 |
|
Total
investments
|
$ |
1,051,856,148 |
|
$ |
1,368,861,823 |
|
(1)
|
Investments
that represent 5 percent or more of the Plan's net assets at December 31,
2008. |
(2)
|
Nonparticipant-directed portion
is $46,555,998 and $60,877,416 at December 31, 2008 and 2007,
respectively.
|
(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 $254,793,359 and
$228,876,694 as of December 31, 2008 and 2007,
respectively.
|
Ameren
Corporation
Savings
Investment Plan
Notes
to Financial Statements
December
31, 2008 and 2007
During
2008 and 2007, the Plan’s investments (including investments bought, sold, and
held during the year) appreciated/(depreciated) in value as
follows:
|
2008
|
|
|
2007
|
|
Investments
at Fair Value as Determined
By Quoted Market Price
|
|
|
|
|
|
|
|
|
|
|
|
Managed
Fixed Income Fund
|
$ |
(3,431,492 |
) |
|
$ |
1,418,803 |
|
AES
Common Stock Fund
|
|
(7,356,186 |
) |
|
|
(433,134 |
) |
Managed
International Equity Fund
|
|
(67,424,797 |
) |
|
|
18,922,616 |
|
Ameren
Common Stock Fund
|
|
(93,139,944 |
) |
|
|
1,715,824 |
|
Managed
Domestic Equity Funds
|
|
(237,685,710 |
) |
|
|
16,228,252 |
|
Net
change in fair value of investments at fair value as
determined
by quoted market price
|
|
(409,038,129 |
) |
|
|
37,852,361 |
|
|
|
|
|
|
|
|
|
Investments
at Estimated Fair Value
|
|
|
|
|
|
|
|
Managed
Fixed Income Funds
|
|
10,723,726 |
|
|
|
9,640,217 |
|
Managed
Target Retirement Date Funds
|
|
(31,346,382 |
) |
|
|
- |
|
Net
change in fair value of investments at estimated
fair
value
|
|
(20,622,656 |
) |
|
|
9,640,217 |
|
Total
net change in fair value
|
$ |
(429,660,785 |
) |
|
$ |
47,492,578 |
|
4.
|
Fair
Value Measurements
|
The Plan
adopted the provisions of SFAS 157, effective January 1, 2008. SFAS
157 provides a framework for measuring fair value for all assets and liabilities
that are measured and reported at fair value. SFAS 157 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. SFAS 157 also establishes 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;
|
Ameren
Corporation
Savings
Investment Plan
Notes
to Financial Statements
December
31, 2008 and 2007
-
|
inputs
that are derived principally from or corroborated by observable market
data by correlation or other means.
|
Level 3:
Inputs to the valuation methodology that are unobservable and significant to the
fair value measurement.
The asset
or liability’s 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.
The
following table sets forth, by level within the fair value hierarchy, our assets
measured at fair value on a recurring basis as of December 31,
2008:
|
Quoted
Prices In
|
|
|
|
|
|
Significant
Other
|
|
|
|
|
|
Active
Markets for
|
|
|
Significant
Other
|
|
|
Unobservable
|
|
|
|
|
|
Identified
Assets
|
|
|
Observable
Inputs
|
|
|
Inputs
|
|
|
|
|
|
(Level
1)
|
|
|
(Level
2)
|
|
|
(Level
3)
|
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock
|
$ |
185,663,854 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
185,663,854 |
|
Domestic
equity funds
|
|
191,467,867 |
|
|
|
147,177,529 |
|
|
|
- |
|
|
$ |
338,645,396 |
|
International
equity funds
|
|
83,111,772 |
|
|
|
- |
|
|
|
- |
|
|
$ |
83,111,772 |
|
Fixed
income funds
|
|
61,764,512 |
|
|
|
253,255,548 |
|
|
|
- |
|
|
$ |
315,020,060 |
|
Target
retirement date funds
|
|
- |
|
|
|
99,552,659 |
|
|
|
- |
|
|
$ |
99,552,659 |
|
Participant
loans
|
|
- |
|
|
|
- |
|
|
|
29,862,408 |
|
|
$ |
29,862,408 |
|
The
following table summarizes the changes in the fair value of financial assets
classified within Level 3 in the fair value hierarchy for the year ended
December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
Realized
and
|
|
|
Purchases,
|
|
|
|
|
|
|
|
|
Gains
(Losses)
|
|
|
Beginning
|
|
|
Unrealized
|
|
|
Issuances,
|
|
|
Net
Transfers
|
|
|
Ending
|
|
|
Related
to
|
|
|
Balance
at
|
|
|
Gains/(Losses)
|
|
|
and
Other
|
|
|
Into
|
|
|
Balance
at
|
|
|
Assets/Liabilities
|
|
|
January
1,
|
|
|
Included
in
|
|
|
Settlements,
|
|
|
(Out
of)
|
|
|
December
31,
|
|
|
Still
Held at
|
|
|
2008
|
|
|
Earnings
|
|
|
Net
|
|
|
of
Level 3
|
|
|
2008
|
|
|
December
31, 2008
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant
loans
|
$ |
28,686,556 |
|
|
$ |
- |
|
|
$ |
1,175,852 |
|
|
$ |
- |
|
|
$ |
29,862,408 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ameren
Corporation
Savings
Investment Plan
Notes
to Financial Statements
December
31, 2008 and 2007
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, 2008 and 2007 is as follows:
|
2008
|
|
|
2007
|
|
Net
assets
|
|
|
|
|
|
Ameren
Common Stock Fund
|
$ |
46,555,998 |
|
|
$ |
60,877,416 |
|
Employer
contributions receivable
|
|
128,757 |
|
|
|
89,308 |
|
|
|
|
|
|
|
|
|
Changes
in net assets
|
|
|
|
|
|
|
|
Interest
and dividends
|
|
3,206,393 |
|
|
|
2,838,307 |
|
Net
appreciation/(depreciation) in fair value of investments
|
|
(25,107,455 |
) |
|
|
352,515 |
|
Employer
contributions
|
|
8,230,581 |
|
|
|
7,270,965 |
|
Benefits
paid to Participants
|
|
1,758,396 |
|
|
|
1,962,722 |
|
Administrative
expenses
|
|
33,717 |
|
|
|
- |
|
Plan
transfer in
|
|
2,230,951 |
|
|
|
- |
|
Net
transfer out to other investments
|
|
1,050,326 |
|
|
|
12,662,487 |
|
6.
|
Transactions
with Parties-in-Interest
|
Effective
January 1, 2008, Fidelity Management Trust Company became the Trustee of the
Plan, replacing The Northern Trust Company.
At
December 31, 2008, the Plan held Company common stock with a cost and market
value of $222,577,947 and $181,205,635, respectively. During 2008,
the Plan purchased shares at a cost of $71,063,061 and sold shares valued at
$17,807,161.
At
December 31, 2007, the Plan held Company common stock with a cost and market
value of $166,516,336 and $216,157,171, respectively. During 2007,
the Plan purchased shares at a cost of $37,724,959 and sold shares valued at
$57,527,665.
At
December 31, 2008, the Plan held $4,671,439 in the FMTC Institutional Cash
Portfolio, which is managed by the Trustee.
At
December 31, 2007, the Plan held $3,337,513 in the Northern Trust Company
Collective Short-Term Investment Fund, which was managed by an affiliate of the
prior Trustee.
At
December 31, 2007, the Plan held $230,715,607 in the Northern Trust Company
Collective Stable Asset Fund, which was managed by an affiliate of the prior
Trustee.
Fees paid
by the Plan to the Trustee for recordkeeping and trust services were $990,000
for the year ended December 31, 2008.
Fees paid
by the Plan to the prior Trustee for trust and investment management services
were $354,564 and $347,884 for the years ended December 31, 2008 and December
31, 2007, respectively.
Ameren
Corporation
Savings
Investment Plan
Notes
to Financial Statements
December
31, 2008 and 2007
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, 2008 and
2007:
|
2008
|
|
|
2007
|
|
Net
assets available for benefits per the
financial
statements
|
$ |
1,059,277,550 |
|
|
$ |
1,368,147,059 |
|
Amounts
allocated to deemed distributions of
Participant
loans
|
|
(568,846 |
) |
|
|
(707,337 |
) |
Adjustment
from contract value to fair value for
fully
benefit-responsive investment contracts
|
|
(6,209,250 |
) |
|
|
1,838,913 |
|
Net
assets available for benefits per the Form 5500
|
$ |
1,052,499,454 |
|
|
$ |
1,369,278,635 |
|
The
following is a reconciliation of total additions per the financial statements to
the Form 5500 for the years ended December 31, 2008 and 2007:
|
2008
|
|
|
2007
|
|
Total
additions plus net depreciation in fair value of
investments
per the financial statements
|
$ |
(302,365,633 |
) |
|
$ |
152,796,195 |
|
Add:
Adjustment from contract value to fair value for
fully
benefit-responsive investment contracts as of the
current year-end
|
|
(6,209,250 |
) |
|
|
1,838,913 |
|
Less:
Adjustment from contract value to fair value for
fully
benefit-responsive investment contracts as of the
prior
year-end
|
|
(1,838,913 |
) |
|
|
2,162,412 |
|
Total
income per the Form 5500
|
$ |
(310,413,796 |
) |
|
$ |
156,797,520 |
|
Ameren
Corporation
Savings
Investment Plan
Notes
to Financial Statements
December
31, 2008 and 2007
The
following is a reconciliation of benefits paid to Participants per the financial
statements to the Form 5500 for the years ended December 31, 2008 and
2007:
|
2008
|
|
|
2007
|
|
Benefits
paid to Participants per the
financial statements
|
$ |
59,416,898 |
|
|
$ |
74,044,718 |
|
Add: Amounts
allocated to withdrawing
Participants during the current year
|
|
- |
|
|
|
- |
|
Less: Amounts
allocated to withdrawing Participants during the prior
year
|
|
- |
|
|
|
(607,969 |
) |
Benefits
paid to Participants per the Form 5500
|
$ |
59,416,898 |
|
|
$ |
73,436,749 |
|
Amounts
allocated to withdrawing Participants are recorded on the Form 5500 for benefit
claims that have been processed and approved for payment prior to December 31,
but not yet paid as of that date.
The
following is a reconciliation of deemed distributions of Participant loans per
the financial statements to the Form 5500 for the years ended December 31, 2008
and 2007:
|
2008
|
|
|
2007
|
|
Deemed
distributions of Participant loans per the
financial statements
|
$ |
- |
|
|
$ |
- |
|
Add: Amounts
allocated to deemed distributions of Participant loans during
the current year
|
|
568,846 |
|
|
|
707,337 |
|
Less: Amounts
allocated to deemed distributions of Participant loans during
the prior year
|
|
(707,337 |
) |
|
|
(306,234 |
) |
Deemed
distributions of Participant loans per the Form 5500
|
$ |
(138,491 |
) |
|
$ |
401,103 |
|
Deemed
distributions of Participant loans are recorded on the Form 5500 for Participant
loans that were deemed distributed under provisions of the Code during the Plan
year.
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. The Plan has been amended since
receiving the determination letter.
The Plan
was amended on January 1, 2009, to eliminate the automatic payout at age 70½,
replacing this provision with required minimum distributions (annual
installments payable during the participant’s lifetime), and to include 403(a),
403(b) and 457 distributions as eligible rollovers.
Ameren
Corporation
Savings
Investment Plan
Notes
to Financial Statements
December
31, 2008 and 2007
As part
of the merger of the CILCO Employees’ Savings Plan into the SIP on January 1,
2004, the AES Stock Fund was added to the SIP to allow Participants time to
transition this investment to other SIP funds. On March 2, 2009, the
Company notified Participants who were invested in the AES Stock Fund that the
Fund would be terminated effective December 31, 2010, subject to modification
should circumstances change. Any balances held in the AES Stock Fund on
December 31, 2010, (or such other date as may be determined in the future) will
be automatically reallocated to the Target Retirement Date Fund closest to the
Participant’s age 65.
Ameren
Corporation
Savings
Investment Plan
Schedule
of Assets (Held at End of Year)
December 31,
2008
Schedule 1
(a)
|
(b)
|
(c)
|
(e)
|
|
Identity
of issue, borrower, lessor, or similar
party
|
Description
of investment including maturity date,
rate
of interest, collateral, par, or maturity value
|
Current
value
|
|
|
|
|
***
|
Northern
Trust Company
|
Collective
Stable Asset Fund
|
$ 248,584,109
|
*
|
Ameren
Corporation
|
Ameren
Stock Fund
|
181,205,635
|
|
American
Funds Group
|
EuroPacific
Growth Fund
|
83,111,772
|
|
NAM
|
NWQ
Small/Mid Cap Value Fund
|
79,690,735
|
|
Allianz
Global Investors Fund Management LLC
|
NFJ
Dividend Value Fund
|
78,217,262
|
|
American
Funds Group
|
Growth
Fund of America
|
68,715,850
|
|
Barclays
Global Investors
|
BGI
Equity Index Fund
|
67,486,795
|
|
Pacific
Investment Management Company
|
PIMCO
Total Return Fund
|
61,764,512
|
|
The
Vanguard Group
|
Vanguard
Extended Market Index Fund
|
40,125,491
|
* **
|
Participants
|
Participant
Loans
|
29,862,408
|
|
Barclays
Global Investors
|
BGI
LifePath 2020 Portfolio
|
27,647,734
|
|
Barclays
Global Investors
|
BGI
LifePath 2015 Portfolio
|
21,332,233
|
|
Barclays
Global Investors
|
BGI
LifePath 2025 Portfolio
|
19,221,651
|
|
Barclays
Global Investors
|
BGI
LifePath 2010 Portfolio
|
11,241,590
|
|
Barclays
Global Investors
|
BGI
LifePath 2030 Portfolio
|
10,179,352
|
*
|
Fidelity
Management Trust Company
|
FMTC
Institutional Cash Portfolio
|
4,671,439
|
|
The
AES Corporation
|
AES
Stock Fund
|
4,458,219
|
|
Royce
|
Royce
Value Plus Fund
|
4,409,263
|
|
Barclays
Global Investors
|
BGI
LifePath 2035 Portfolio
|
3,415,974
|
|
Barclays
Global Investors
|
BGI
LifePath Retirement Portfolio
|
2,714,144
|
|
Barclays
Global Investors
|
BGI
LifePath 2040 Portfolio
|
2,016,827
|
|
Barclays
Global Investors
|
BGI
LifePath 2045 Portfolio
|
1,131,089
|
|
Barclays
Global Investors
|
BGI
LifePath 2050 Portfolio
|
652,064
|
|
|
|
|
|
|
|
$
1,051,856,148
|
*
|
Investment
represents allowable transaction with a
party-in-interest.
|
**
|
Interest
rates vary from 4.00 percent to 10.50 percent on loans maturing through
2019.
|
*** |
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 $254,793,359 as of December
31, 2008. |
Note:
|
Information
pertaining to column (d) was not available for nonparticipant-directed
investments, and was omitted for Participant-directed investments because
it was not applicable.
|
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/ Mark C.
Lindgren
Mark C. Lindgren
Vice President
Corporate
Human Resources
June 29,
2009
EXHIBIT INDEX
Exhibit
No. Description_______________
23 Consent
of Independent Registered Public Accounting Firm