Table of Contents

 

 

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, 2012

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

 

 

 

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Table of Contents

Ameren Corporation

Savings Investment Plan

Financial Statements and Supplemental Schedule

December 31, 2012 and 2011

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Table of Contents

Ameren Corporation

Savings Investment Plan

Index

 

		Page(s)
Report of Independent Registered Public Accounting Firm			1
Financial Statements
Statements of Net Assets Available for Benefits December 31, 2012 and 2011			2
Statements of Changes in Net Assets Available for Benefits Years Ended December 31, 2012 and 2011			3
Notes to Financial Statements December 31, 2012 and 2011			4-13
Supplemental Schedule*
Schedule I - Schedule of Assets (Held at End of Year) December 31, 2012			14-17

 

*	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.

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Table of Contents

Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of

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, 2012 and 2011, 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.

 

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

St. Louis, Missouri

June 27, 2013

 

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Table of Contents

Ameren Corporation

Savings Investment Plan

Statements of Net Assets Available for Benefits

December 31, 2012 and 2011

 

 

		2012				2011
Assets
Investments at fair value (Notes 3, 4 and 5)		$	1,591,500,546			$	1,485,382,322
Receivables
Notes receivable from participants			33,860,966				33,296,690
Participant contributions			536,056				2,301,953
Employer contributions			199,833				913,525
Dividends and interest			254,166				246,030
Due from brokers for securities sold			7,449,692				1,494,843
Total receivables			42,300,713				38,253,041
Total assets			1,633,801,259				1,523,635,363
Liabilities
Accrued expenses			399,432				269,007
Due to brokers for securities purchased			2,961,194				1,604,566
Total liabilities			3,360,626				1,873,573
Net assets available for benefits at fair value			1,630,440,633				1,521,761,790
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			(19,429,644	)			(17,507,302	)
Net assets available for benefits		$	1,611,010,989			$	1,504,254,488

The accompanying notes are an integral part of these financial statements.

 

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Table of Contents

Ameren Corporation

Savings Investment Plan

Statements of Changes in Net Assets Available for Benefits

Years Ended December 31, 2012 and 2011

 

 

		2012				2011
Additions:
Investment income
Interest and dividends		$	21,517,627			$	19,945,009
Interest on notes receivable from participants			1,453,966				1,461,273
Net appreciation in fair value of investments (Notes 3, 4 and 5)			111,558,507				19,473,646
Total investment income			134,530,100				40,879,928
Participant contributions			74,021,681				73,943,190
Employer contributions			27,020,897				27,236,630
Total additions			235,572,678				142,059,748
Deductions:
Benefits paid to participants			127,129,131				77,027,184
Administrative expenses (Note 6)			1,687,046				1,622,112
Total deductions			128,816,177				78,649,296
Net increase			106,756,501				63,410,452
Net assets available for benefits
Beginning of year			1,504,254,488				1,440,844,036
End of year		$	1,611,010,989			$	1,504,254,488

The accompanying notes are an integral part of these financial statements.

 

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Table of Contents

Ameren Corporation

Savings Investment Plan

Notes to Financial Statements

December 31, 2012 and 2011

 

 

1.	Description of the Plan

General

The following is a 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, 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. If employees do not make an election, nor opt-out within 30 days of employment; they are automatically enrolled at a 6% pre-tax contribution rate, invested in a Target Retirement Date fund based upon their age 65, and further enrolled in auto-escalation increasing their pre-tax contribution 1% annually. Employees may opt-out or make alternative elections at any time.

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, overtime, continuous operations pay and premium pay. Participant contributions are subject to annual limitations imposed by the Code ($17,000 in 2012 and $16,500 in 2011). 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 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.

 

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Ameren Corporation

Savings Investment Plan

Notes to Financial Statements

December 31, 2012 and 2011

 

 

The Plan permits “catch-up” contributions for all employees age 50 and older. Eligible employees could contribute $5,500 in 2012 and 2011 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. Such fund allocation elections may be changed daily.

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 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, 2012 and 2011, 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. 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 distributed in shares of Ameren common stock. 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.

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% 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.

 

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Ameren Corporation

Savings Investment Plan

Notes to Financial Statements

December 31, 2012 and 2011

 

 

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, the 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, 2012 and 2011. 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 appreciation in fair value of investments includes the Plan’s 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.

 

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Ameren Corporation

Savings Investment Plan

Notes to Financial Statements

December 31, 2012 and 2011

 

 

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 May 2011, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS (“ASU 2011-04”). 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: (i) those that clarify the Board’s 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. The adoption of this standard did not have a material impact on the Plan’s financial statements.

In October 2012, the FASB issued Accounting Standards Update No. 2012-04, Technical Corrections and Improvements (“ASU 2012-04”) which makes technical corrections and improvements to a variety of topics in the Accounting Standards Codification (the “ASC”). The changes include source literature amendments, guidance clarification, reference corrections and relocated guidance. ASU 2012-04 also includes amendments to the ASC to reflect the measurement and disclosure requirements of ASC Topic 820, Fair Value Measurements and Disclosures. The technical corrections and improvements are effective upon the issuance of ASU 2012-04. The amendments in this update are effective for annual periods beginning after December 15, 2012. Plan management does not believe the adoption of this update will have a material impact on the Plan’s financial statements.

 

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Ameren Corporation

Savings Investment Plan

Notes to Financial Statements

December 31, 2012 and 2011

 

 

3.	Investments

The following table presents investments of the Plan at December 31, 2012 and 2011, respectively:

 

		2012				2011
Investments at Fair Value
Common Stocks
Ameren Corporation(1)(2)		$	178,130,350			$	191,741,896
Jennison Large Cap Growth Equity Portfolio(4)			64,731,722				–
William Blair Small/Mid Cap Growth Portfolio(4)			49,851,422				–
Managed Domestic Equity Funds
BlackRock Equity Index Fund(1)			129,555,660				108,850,671
BlackRock Russell 2500 NL Fund(1)			117,048,874				–
AllianzGI NFJ Dividend Value CIT(1)			99,044,407				–
NWQ Small/Mid Cap Value Fund			64,773,898				135,516,584
Touchstone Sands Capital Institutional Growth Fund			35,305,434				–
American Funds Growth Fund of America			–				93,624,929
Allianz NFJ Dividend Value Fund			–				93,029,609
Vanguard Extended Market Index Fund			–				76,077,516
Royce Value Plus Fund			–				14,757,129
Managed International Equity Funds
American Funds EuroPacific Growth Fund(1)			116,455,595				105,999,689
BlackRock MSCI ACWI ex-US IMI Index NL Fund			12,684,185				–
Managed Fixed Income Funds
Northern Trust Company Collective Stable Asset Fund(1)(3)			356,769,746				367,425,072
PIMCO Total Return Fund(1)			100,656,106				90,048,872
BlackRock TIPS Bond Index Fund			29,176,722				20,373,624
BlackRock US Debt Index NL Fund			10,078,753				–
Fidelity Management Trust Co. Institutional Cash Portfolio			–				2,963,787
Managed Target Retirement Date Funds
BlackRock LifePath Index NL 2020 Fund			57,445,336				46,783,145
BlackRock LifePath Index NL 2025 Fund			46,601,289				36,794,208
BlackRock LifePath Index NL 2015 Fund			36,240,796				34,660,171
BlackRock LifePath Index NL 2030 Fund			28,870,685				22,679,718
BlackRock LifePath Index NL 2035 Fund			13,665,325				9,949,088
BlackRock LifePath Index NL Retirement Fund			13,245,735				13,193,015
BlackRock LifePath Index NL 2040 Fund			12,151,060				8,257,949
BlackRock LifePath Index NL 2045 Fund			9,412,336				6,324,502
BlackRock LifePath Index NL 2050 Fund			7,915,917				5,840,841
BlackRock LifePath Index NL 2055 Fund			1,357,586				490,307
Overnight Deposit Instrument
BBH&Co. Cash Management Service			331,607				–
Total investments		$	1,591,500,546			$	1,485,382,322

 

(1)	Investments that represent 5% or more of the Plan’s net assets at December 31, 2012.

 

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Ameren Corporation

Savings Investment Plan

Notes to Financial Statements

December 31, 2012 and 2011

 

 

(2)	Nonparticipant-directed portion was $64,782,853 and $67,438,243 at December 31, 2012 and 2011, 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 $337,340,102 and $349,917,770 as of December 31, 2012 and 2011, respectively.

(4)	This portfolio is structured as a separate account and holds individual equity securities.

During 2012 and 2011, the Plan’s investments (including investments bought, sold, and held during the year) appreciated/(depreciated) in value as follows:

 

		2012				2011
Investments at Fair Value
Managed Domestic Equity Funds		$	70,742,463			$	(6,301,401	)
Managed Target Retirement Date Funds			22,713,523				1,937,471
Managed International Equity Funds			18,248,618				(18,326,717	)
Managed Fixed Income Funds			14,437,598				12,365,681
Common Stocks			(14,583,695	)			29,798,612
Total net appreciation in fair value of investments		$	111,558,507			$	19,473,646

 

4.	Fair Value Measurements

The authoritative guidance issued by the FASB 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.

 

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Ameren Corporation

Savings Investment Plan

Notes to Financial Statements

December 31, 2012 and 2011

 

 

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.

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used during 2012. 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. A full redemption of the Northern Trust Company Collective Stable Asset Fund that was initiated by the Plan will be paid out within 12 months following the redemption request.

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, 2012:

 

		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 stocks
US large capitalization		$	242,862,072			$	–			$	–			$	242,862,072
US small and mid-capitalization			49,851,422				–				–				49,851,422
Mutual funds
Domestic equity funds			35,305,434				–				–				35,305,434
International equity funds			116,455,595				–				–				116,455,595
Fixed income funds			100,656,106				–				–				100,656,106
Collective trust funds
Domestic equity funds			–				410,422,839				–				410,422,839
International equity funds							12,684,185								12,684,185
Fixed income funds			–				396,025,221				–				396,025,221
Target retirement date funds			–				226,906,065				–				226,906,065
Overnight Deposit Instrument			–				331,607				–				331,607
		$	545,130,629			$	1,046,369,917			$	–			$	1,591,500,546

 

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Ameren Corporation

Savings Investment Plan

Notes to Financial Statements

December 31, 2012 and 2011

 

 

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, 2011:

 

		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		$	191,741,896			$	–			$	–			$	191,741,896
Mutual funds
Domestic equity funds			277,489,183				–				–				277,489,183
International equity funds			105,999,689				–				–				105,999,689
Fixed income funds			90,048,872				–				–				90,048,872
Collective trust funds															–
Domestic equity funds			–				244,367,255				–				244,367,255
Fixed income funds			–				390,762,483				–				390,762,483
Target retirement date funds			–				184,972,944				–				184,972,944
		$	665,279,640			$	820,102,682			$	–			$	1,485,382,322

The Plan does not hold any investments requiring Level 3 measurements, and there have not been any transfers of assets between the levels from 2011 to 2012.

 

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, 2012 and 2011 is as follows:

 

		2012				2011
Net assets
Ameren Common Stock Fund		$	64,782,853			$	67,438,243
Employer contributions receivable			66,066				327,131
Changes in net assets
Interest and dividends			3,311,432				3,096,479
Net (depreciation) appreciation in fair value of investments			(5,072,011	)			10,018,555
Employer contributions			9,381,630				9,489,042
Benefits paid to Participants			(3,543,232	)			(1,852,249	)
Administrative expenses			(52,856	)			(47,726	)
Net transfer out to other investments			(6,941,418	)			(7,954,296	)

 

6.	Transactions with Parties-in-Interest

At December 31, 2012, the Plan held Company common stock with a cost and market value of $198,630,801 and $178,130,350, respectively. During 2012, the Plan purchased shares at a cost of $21,714,218 and sold shares valued at $17,497,922.

 

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Ameren Corporation

Savings Investment Plan

Notes to Financial Statements

December 31, 2012 and 2011

 

 

At December 31, 2011, the Plan held Company common stock with a cost and market value of $199,667,749 and $191,741,896, respectively. During 2011, the Plan purchased shares at a cost of $21,572,951 and sold shares valued at $26,824,933.

At December 31, 2011, the Plan held $2,963,787 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 $826,137 and $1,170,694 for the years ended December 31, 2012 and December 31, 2011, 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, 2012 and 2011:

 

		2012				2011
Net assets available for benefits per the financial statements		$	1,611,010,989			$	1,504,254,488
Amounts allocated to deemed distributions of notes receivable from Participants			(983,042	)			(830,043	)
Adjustment from contract value to fair value for fully benefit-responsive investment contracts			19,429,644				17,507,302
Net assets available for benefits per the Form 5500		$	1,629,457,591			$	1,520,931,747

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.

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, 2012 and 2011:

 

		2012				2011
Total additions per the financial statements		$	235,572,678			$	142,059,748
Add: Adjustment from contract value to fair value for fully benefit-responsive investment contracts as of the current year-end			19,429,644				17,507,302
Less: Adjustment from contract value to fair value for fully benefit-responsive investment contracts as of the prior year-end			(17,507,302	)			(14,424,035	)
Less: Interest income of defaulted notes receivable from Participants			(71,087	)			(68,792	)
Total income per the Form 5500		$	237,423,933			$	145,074,223

 

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Ameren Corporation

Savings Investment Plan

Notes to Financial Statements

December 31, 2012 and 2011

 

 

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, 2012 and 2011:

 

		2012				2011
Total deductions per the financial statements		$	128,816,177			$	78,649,296
Add: Net increase (decrease) in defaulted notes receivable from Participants			81,912				75,851
Total expenses per the Form 5500		$	128,898,089			$	78,725,147

 

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 Plan’s administrator and the Plan’s 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, 2012, 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 2009.

 

9.	Subsequent Events

On March 14, 2013, Ameren announced it entered into a definitive agreement to divest its merchant generation business, Ameren Energy Resources Company (“AER”), to an affiliate of Dynegy Inc. AER consists primarily of Ameren Energy Generating Company (“Genco”), including Genco’s 80 percent ownership interest in Electric Energy, Inc., AmerenEnergy Resources Generating Company, and Ameren Energy Marketing Company. Approximately 600 employees will be impacted by the divestiture. Assets for these employees in the Savings Investment Plan will remain in the Plan unless the employee voluntarily requests to withdraw them.

Subsequent event procedures have been carried out to the date of the financial statement issuance.

 

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Ameren Corporation

Savings Investment Plan

Schedule of Assets (Held at End of Year)

December 31, 2012		Schedule I

 

 

(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
		Mutual Funds
		American Funds Group		EuroPacific Growth Fund		$	112,567,001			$	116,455,595
		Pacific Investment Management Company		PIMCO Total Return Fund			97,587,297				100,656,106
		Sands Capital Management		Touchstone Sands Capital Institutional Growth Fund			37,580,850				35,305,434
		Collective Investment Trusts
***		Northern Trust Company		Collective Stable Asset Fund			290,225,785				356,769,746
		Nuveen Fund Advisors		NWQ Small/Mid Cap Value Fund			63,029,830				64,773,898
		Allianz Global Investors Fund Management		AllianzGI NFJ Dividend Value CIT			99,707,704				99,044,407
		BlackRock		BlackRock Russell 2500 NL Fund			113,950,414				117,048,874
		BlackRock		BlackRock Equity Index Fund			99,818,846				129,555,660
		BlackRock		BlackRock LifePath Index NL 2020 Fund			52,508,158				57,445,336
		BlackRock		BlackRock LifePath Index NL 2025 Fund			42,173,258				46,601,289
		BlackRock		BlackRock LifePath Index NL 2015 Fund			33,502,986				36,240,796
		BlackRock		BlackRock LifePath Index NL 2030 Fund			25,940,041				28,870,685
		BlackRock		BlackRock TIPS Bond Index Fund			27,194,277				29,176,722
		BlackRock		BlackRock LifePath Index NL Retirement Fund			12,312,275				13,245,735
		BlackRock		BlackRock MSCI ACWI ex-US IMI Index NL Fund			12,198,649				12,684,185
		BlackRock		BlackRock LifePath Index NL 2035 Fund			12,312,989				13,665,325
		BlackRock		BlackRock LifePath Index NL 2040 Fund			10,884,703				12,151,060
		BlackRock		BlackRock US Debt Index NL Fund			10,076,614				10,078,753
		BlackRock		BlackRock LifePath Index NL 2045 Fund			8,405,393				9,412,336
		BlackRock		BlackRock LifePath Index NL 2050 Fund			7,034,018				7,915,917
		BlackRock		BlackRock LifePath Index NL 2055 Fund			1,255,365				1,357,586
		Common Stocks
*		Ameren Corporation		Ameren Stock			198,630,801				178,130,350
		AVAGO TECHNOLOGIES LTD		AVAGO TECHNOLOGIES LTD			615,455				557,311
		ABBOTT LABORATORIES		ABBOTT LABORATORIES			574,071				532,515
		AGILENT TECHNOLOGIES INC		AGILENT TECHNOLOGIES INC			983,352				1,031,442
		ALEXION PHARMACEUTICALS INC		ALEXION PHARMACEUTICALS INC			1,121,288				923,372
		ALLERGAN INC		ALLERGAN INC			1,001,681				986,281
		ALTERA CORP		ALTERA CORP			667,386				691,004
		AMAZON.COM INC		AMAZON.COM INC			2,304,444				2,284,118
		AMERICAN TOWER CORP		AMERICAN TOWER CORP			954,674				1,033,023
		ANADARKO PETROLEUM CORP		ANADARKO PETROLEUM CORP			642,453				673,917
		APPLE INC		APPLE INC			4,544,886				3,641,661
		BAIDU INC SPON ADR		BAIDU INC SPON ADR			643,421				571,452
		BIOGEN IDEC INC		BIOGEN IDEC INC			445,891				462,157
		BOEING CO		BOEING CO			949,007				1,013,818
		BORGWARNER INC		BORGWARNER INC			614,052				617,006
		BURBERRY GROUP PLC SPON ADR		BURBERRY GROUP PLC SPON ADR			96,177				119,934
		CHIPOTLE MEXICAN GRILL INC		CHIPOTLE MEXICAN GRILL INC			753,411				704,980
		COACH INC		COACH INC			883,456				888,382
		CONCHO RESOURCES INC		CONCHO RESOURCES INC			628,067				621,359
		COSTCO WHOLESALE CORP		COSTCO WHOLESALE CORP			1,265,995				1,240,354
		CROWN CASTLE INTL CORP		CROWN CASTLE INTL CORP			655,652				738,269
		DISNEY (WALT) CO		DISNEY (WALT) CO			993,885				944,815
		DUNKIN BRANDS GROUP INC		DUNKIN BRANDS GROUP INC			611,044				697,311

 

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Ameren Corporation

Savings Investment Plan

Schedule of Assets (Held at End of Year)

December 31, 2012		Schedule I

 

 

(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
		EMC CORP		EMC CORP			1,310,385				1,207,139
		EOG RESOURCES INC		EOG RESOURCES INC			430,660				455,861
		EBAY INC		EBAY INC			509,850				528,516
		EXPRESS SCRIPTS HLDG CO		EXPRESS SCRIPTS HLDG CO			1,180,583				1,008,072
		FACEBOOK INC A		FACEBOOK INC A			471,692				573,317
		GILEAD SCIENCES INC		GILEAD SCIENCES INC			543,512				585,176
		GOLDMAN SACHS GROUP INC		GOLDMAN SACHS GROUP INC			878,361				952,363
		GOOGLE INC A		GOOGLE INC A			2,673,454				2,530,323
		ILLUMINA INC		ILLUMINA INC			429,210				485,023
		INDITEX SA UNSPN ADR		INDITEX SA UNSPN ADR			833,784				937,467
		INTL BUS MACH CORP		INTL BUS MACH CORP			1,443,816				1,319,971
		INTUIT INC		INTUIT INC			662,160				666,222
		JPMORGAN CHASE & CO		JPMORGAN CHASE & CO			743,418				792,427
		KRAFT FOODS GROUP INC		KRAFT FOODS GROUP INC			341,339				356,803
		ESTEE LAUDER COS INC CL A		ESTEE LAUDER COS INC CL A			678,188				643,675
		LINKEDIN CORP CL A		LINKEDIN CORP CL A			995,874				964,373
		LULULEMON ATHLETICA INC		LULULEMON ATHLETICA INC			743,945				766,493
		MASTERCARD INC CL A		MASTERCARD INC CL A			1,906,132				2,048,146
		MAXIM INTEGRATED PRODUCTS INC		MAXIM INTEGRATED PRODUCTS INC			748,298				811,999
		MONDELEZ INTERNATIONAL INC		MONDELEZ INTERNATIONAL INC			696,545				639,577
		MONSANTO CO NEW		MONSANTO CO NEW			1,559,008				1,621,165
		MORGAN STANLEY		MORGAN STANLEY			771,316				868,679
		NIKE INC CL B		NIKE INC CL B			1,329,572				1,436,802
		NOVO-NORDISK AS CL B ADR		NOVO-NORDISK AS CL B ADR			1,014,091				1,036,873
		PANERA BREAD CO CL A		PANERA BREAD CO CL A			675,725				646,597
		PERRIGO CO (USA)		PERRIGO CO (USA)			573,334				511,620
		PRECISION CASTPARTS CORP		PRECISION CASTPARTS CORP			1,410,743				1,621,056
		PRICELINE.COM INC		PRICELINE.COM INC			943,459				942,360
		QUALCOMM INC		QUALCOMM INC			318,643				317,604
		RACKSPACE HOSTING INC		RACKSPACE HOSTING INC			658,278				740,546
		RALPH LAUREN CORP		RALPH LAUREN CORP			955,852				941,348
		RED HAT INC		RED HAT INC			940,349				895,765
		ROPER INDUSTRIES INC		ROPER INDUSTRIES INC			441,842				449,376
		SALESFORCE.COM INC		SALESFORCE.COM INC			1,345,323				1,494,241
		SCHLUMBERGER LTD		SCHLUMBERGER LTD			1,129,427				1,071,223
		SHIRE PLC SPON ADR		SHIRE PLC SPON ADR			952,790				989,184
		SPLUNK INC		SPLUNK INC			364,969				356,162
		TJX COMPANIES INC NEW		TJX COMPANIES INC NEW			640,232				638,193
		TERADATA CORP		TERADATA CORP			363,082				302,580
		UNION PACIFIC CORP		UNION PACIFIC CORP			801,560				848,484
		UNITED TECHNOLOGIES CORP		UNITED TECHNOLOGIES CORP			894,113				931,060
		UNITEDHEALTH GROUP INC		UNITEDHEALTH GROUP INC			1,064,854				1,025,733
		VERTEX PHARMACEUTICALS INC		VERTEX PHARMACEUTICALS INC			982,798				744,561
		VISA INC CL A		VISA INC CL A			1,321,240				1,454,410
		VMWARE INC CL A		VMWARE INC CL A			1,288,705				1,272,585
		WHOLE FOODS MARKET INC		WHOLE FOODS MARKET INC			1,310,725				1,220,351
		WORKDAY INC CL A		WORKDAY INC CL A			30,800				59,950
		YUM BRANDS INC		YUM BRANDS INC			991,036				976,279
		CANADIAN PAC RAILWAY LTD		CANADIAN PAC RAILWAY LTD			69,041				69,508

 

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Ameren Corporation

Savings Investment Plan

Schedule of Assets (Held at End of Year)

December 31, 2012		Schedule I

 

 

(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
		GENPACT LTD		GENPACT LTD			746,788				667,120
		ABIOMED INC		ABIOMED INC			559,410				379,303
		AFFILIATED MANAGERS GRP INC		AFFILIATED MANAGERS GRP INC			1,072,873				1,145,320
		AKAMAI TECHNOLOGIES INC		AKAMAI TECHNOLOGIES INC			438,622				443,055
		ALIGN TECHNOLOGY INC		ALIGN TECHNOLOGY INC			541,384				561,022
		ALLEGIANT TRAVEL CO		ALLEGIANT TRAVEL CO			521,123				554,980
		ANSYS INC		ANSYS INC			406,132				393,266
		ARUBA NETWORKS INC		ARUBA NETWORKS INC			561,967				602,373
		B/E AEROSPACE INC		B/E AEROSPACE INC			1,003,177				1,125,826
		BIOMARIN PHARMACEUTICAL INC		BIOMARIN PHARMACEUTICAL INC			701,953				836,265
		BROOKDALE SENIOR LIVING INC		BROOKDALE SENIOR LIVING INC			581,385				610,212
		CBOE HOLDINGS INC		CBOE HOLDINGS INC			541,907				544,715
		CABOT OIL & GAS CORP		CABOT OIL & GAS CORP			301,695				340,719
		CELANESE CORP SER A		CELANESE CORP SER A			511,176				641,677
		CONCEPTUS INC		CONCEPTUS INC			383,599				384,903
		CONCUR TECHNOLOGIES INC		CONCUR TECHNOLOGIES INC			485,869				476,691
		CORE LABORATORIES NV		CORE LABORATORIES NV			490,694				518,129
		CORPORATE EXECUTIVE BRD CO		CORPORATE EXECUTIVE BRD CO			720,249				687,695
		COSTAR GROUP INC		COSTAR GROUP INC			456,654				501,366
		CYBERONICS INC		CYBERONICS INC			535,423				553,141
		FIRSTSERVICE CORP		FIRSTSERVICE CORP			419,270				394,820
		DICKS SPORTING GOODS INC		DICKS SPORTING GOODS INC			1,475,187				1,332,402
		ENVESTNET INC		ENVESTNET INC			214,598				220,508
		FIRST CASH FINANCIAL SRVS INC		FIRST CASH FINANCIAL SRVS INC			370,125				382,074
		FIRST REPUBLIC BANK		FIRST REPUBLIC BANK			643,939				629,048
		FORTUNE BRANDS HOME & SEC INC		FORTUNE BRANDS HOME & SEC INC			766,301				828,387
		GARTNER INC		GARTNER INC			787,723				774,517
		GRAND CANYON EDUCATION INC		GRAND CANYON EDUCATION INC			599,869				592,148
		GREEN MTN COFFEE ROASTERS INC		GREEN MTN COFFEE ROASTERS INC			341,794				618,332
		GUIDEWIRE SOFTWARE INC		GUIDEWIRE SOFTWARE INC			670,442				659,487
		HMS HOLDINGS CORP		HMS HOLDINGS CORP			1,028,169				1,017,101
		HAEMONETICS CORP MASS		HAEMONETICS CORP MASS			563,143				583,195
		HEALTHCARE SERVICES GROUP INC		HEALTHCARE SERVICES GROUP INC			661,070				660,429
		HEALTHSOUTH CORP		HEALTHSOUTH CORP			585,310				561,104
		HELMERICH & PAYNE INC		HELMERICH & PAYNE INC			530,131				599,867
		HOLOGIC INC		HOLOGIC INC			877,459				815,421
		HURON CONSULTING GROUP INC		HURON CONSULTING GROUP INC			604,695				611,474
		ICF INTERNATIONAL INC		ICF INTERNATIONAL INC			573,173				711,170
		ISHARES RUSSEL MIDCP GRWTH ETF		ISHARES RUSSEL MIDCP GRWTH ETF			180,727				188,400
		ISHARES TR RUSL 2000 GR IN ETF		ISHARES TR RUSL 2000 GR IN ETF			914,470				972,162
		JARDEN CORP		JARDEN CORP			469,273				464,783
		JONES LANG LASALLE INC		JONES LANG LASALLE INC			727,089				812,539
		K12 INC		K12 INC			793,907				763,843
		KIOR INC - CL A		KIOR INC - CL A			194,353				208,774
		LKQ CORP		LKQ CORP			752,837				806,231
		LIQUIDITY SERVICES INC		LIQUIDITY SERVICES INC			481,534				522,191
		MANPOWER INC		MANPOWER INC			435,597				523,285
		METTLER-TOLEDO INTL INC		METTLER-TOLEDO INTL INC			478,021				498,714
		MYRIAD GENETICS INC		MYRIAD GENETICS INC			235,352				219,908

 

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Ameren Corporation

Savings Investment Plan

Schedule of Assets (Held at End of Year)

December 31, 2012		Schedule I

 

 

(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
		NIC INC		NIC INC			389,048				443,794
		NATIONAL FINANCIAL PTNERS CORP		NATIONAL FINANCIAL PTNERS CORP			441,369				430,540
		NU SKIN ENTERPRISES INC CL A		NU SKIN ENTERPRISES INC CL A			383,862				321,594
		OCEANEERING INTERNATIONAL INC		OCEANEERING INTERNATIONAL INC			513,993				534,135
		OIL STATES INTERNATIONAL INC		OIL STATES INTERNATIONAL INC			359,270				350,546
		OLD DOMINION FREIGHT LINES INC		OLD DOMINION FREIGHT LINES INC			484,966				491,232
		PANDORA MEDIA INC		PANDORA MEDIA INC			363,944				357,194
		PERRIGO CO (USA)		PERRIGO CO (USA)			1,257,004				1,111,040
		POLARIS INDUSTRIES INC		POLARIS INDUSTRIES INC			519,960				529,304
		PORTFOLIO RECOVERY ASSOC INC		PORTFOLIO RECOVERY ASSOC INC			922,896				974,563
		REALPAGE INC		REALPAGE INC			830,726				789,893
		RIVERBED TECHNOLOGY INC		RIVERBED TECHNOLOGY INC			565,815				512,523
		ROBERT HALF INTERNATIONAL INC.		ROBERT HALF INTERNATIONAL INC.			984,285				1,236,525
		ROCKWOOD HOLDINGS INC		ROCKWOOD HOLDINGS INC			505,504				528,727
		SBA COMMUNICATIONS CORP CL A		SBA COMMUNICATIONS CORP CL A			1,209,847				1,313,870
		SALLY BEAUTY HLDGS INC		SALLY BEAUTY HLDGS INC			752,097				727,842
		SIRONA DENTAL SYSTEMS INC		SIRONA DENTAL SYSTEMS INC			678,758				767,719
		SOLARWINDS INC		SOLARWINDS INC			504,470				497,226
		STANDARD PARKING CORP		STANDARD PARKING CORP			468,207				446,617
		STERICYCLE INC		STERICYCLE INC			1,599,957				1,653,677
		TEAM HEALTH HOLDINGS INC		TEAM HEALTH HOLDINGS INC			745,882				777,941
		TEXAS ROADHOUSE INC		TEXAS ROADHOUSE INC			429,208				423,024
		TRACTOR SUPPLY CO.		TRACTOR SUPPLY CO.			930,989				870,346
		TRANSDIGM GROUP INC		TRANSDIGM GROUP INC			177,661				162,405
		TRIMAS CORP		TRIMAS CORP			722,579				848,250
		ULTIMATE SOFTWARE GROUP INC		ULTIMATE SOFTWARE GROUP INC			426,047				390,857
		UNDER ARMOUR INC CL A		UNDER ARMOUR INC CL A			753,701				697,376
		WEX INC		WEX INC			616,368				667,778
		CATAMARAN CORP		CATAMARAN CORP			1,120,152				1,054,793
		Overnight Deposit Instrument
		BBH&Co.		BBH&Co. Cash Management Service			331,607				331,607
		Notes Receivable
* / **		Participants		Participant Loans			33,860,966				33,860,966
						$	1,516,999,893			$	1,625,361,512

 

*	Investment represents allowable transaction with a party-in-interest.

**	Interest rates vary from 4.00% to 10.50% on loans maturing through 2023.

***	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 $337,340,102 as of December 31, 2012.

 

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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.

 

June 27, 2013

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EXHIBIT INDEX

 

Exhibit No.		Description
23		Consent of Independent Registered Public Accounting Firm