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, 2002
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
COMMISSION FILE NUMBER 1-3672
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
AMEREN CORPORATION EMPLOYEE
LONG-TERM SAVINGS PLAN - IUOE NO. 148
(formerly known as the Central Illinois Public Service Company
Employee Long - Term Savings Plan - IUOE No. 148
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
Employee Long-Term
Savings Plan - IUOE No. 148
Financial Statements
December 31, 2002 and 2001
Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Contents
December 31, 2002 and 2001
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Page(s)
Report of Independent Auditors................................................1
Statement of Net Assets Available for Benefits................................2
Statement of Changes in Net Assets Available for Benefits.....................3
Notes to Financial Statements...............................................4-9
Note: Schedules required by 29 CFR 2520.103-10 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under ERISA have
been omitted because they are not applicable.
Report of Independent Auditors
To the Participants and Administrator of the
Ameren Corporation Employee Long-Term
Savings Plan - IUOE No. 148
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 Employee Long-Term Savings Plan - IUOE No. 148 (the
"Plan") at December 31, 2002 and 2001, 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 auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit 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.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
St. Louis, Missouri
June 20, 2003
1
Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Statement of Net Assets Available for Benefits
December 31, 2002 and 2001
-----------------------------------------------------------------------------------------
2002 2001
Investments in Central Illinois Public Service
Company Master Long-Term Savings Trust* $25,024,721 $25,810,594
Cash 4,064 2,161
Receivables
Participant contributions 95,911 88,152
Employer contributions 15,063 16,880
Dividends and interest 24,128 19,559
Due from broker for securities sold 120 139,320
----------- -----------
Net assets available for benefits $25,164,007 $26,076,666
=========== ===========
* Represents five percent or more of net assets available for benefits.
The accompanying notes are an integral part of the financial statements.
2
Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Statement of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------
2002 2001
Investment income (loss)
Interest and dividends $ 785,581 $ 922,029
Net depreciation in fair value of investments (2,348,220) (2,780,929)
------------- ------------
(1,562,639) (1,858,900)
------------- ------------
Participant contributions 1,518,204 1,561,151
Employer contributions 243,204 184,110
------------- ------------
1,761,408 1,745,261
------------- ------------
Benefits and expenses
Benefits paid to participants 1,109,348 2,098,064
Administrative expenses 2,080 2,040
------------- ------------
1,111,428 2,100,104
------------- ------------
Net decrease (912,659) (2,213,743)
Net assets available for benefits
Beginning of the year 26,076,666 28,290,409
------------- ------------
End of the year $ 25,164,007 $ 26,076,666
============= =============
The accompanying notes are an integral part of the financial statements.
3
Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Notes to Financial Statements
December 31, 2002 and 2001
--------------------------------------------------------------------------------
1. Description of the Plan
General
The following is a brief summary of the various provisions of the Ameren
Corporation (the "Company") Employee Long-Term Savings Plan - IUOE No. 148
(the "Plan"). The Plan provides for the investment in certain funds by each
participating employee (the "Participant") who is a member of the IUOE No.
148 collective bargaining unit employed by AmerenEnergy Generating Company
("Participating Subsidiary"), an indirectly wholly owned subsidiary of the
Company. Participants should refer to the Plan document for more complete
information.
The Company adopted the Plan on January 1, 1990, to provide a systematic
means by which certain eligible employees of the Company may adopt a
regular savings program and secure federal income tax benefits resulting
from participation in the Plan. The Plan is a defined contribution plan
subject to the Employee Retirement Income Security Act of 1974 ("ERISA").
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. Merrill Lynch Trust Company of
America, as Trustee, has the authority and responsibility to hold and
protect the assets of the Plan in accordance with Plan provisions and the
separate Trust Agreement.
Effective December 2001, when dividends are paid on shares of Company
common stock held in the Ameren Common Stock Fund, these dividends are used
to purchase newly issued shares of Company common stock at fair market
value instead of Company shares being purchased in the open market.
Effective June 1, 2002, with the passage of the Economic Growth and Tax
Relief Reconciliation Act ("EGTRRA"), the Plan was changed to designate the
Ameren Common Stock Fund of the Plan as an Employee Stock Ownership Plan
and to allow all Participants a choice between dividend reinvestment and
dividend payment on their various Employee Stock Ownership Plan accounts.
The "catch-up" contribution provision of EGTRRA for all employers age 50
and older was implemented as well.
Participation
Each employee of the Participating Subsidiary receiving regular salary or
wages who is part of the IUOE Local No. 148 collective bargaining unit and
who has both completed one year of service (defined as a consecutive
twelve-month period beginning with his/her employment commencement date or
anniversary thereof during which he/she has completed at least 1,000 hours
of service) and has attained the age of 21 is eligible to become an active
participant.
Contributions
Participants may contribute from one percent to 15 percent of their base
compensation to the Plan through payroll deductions (basic contributions).
Effective June 1, 2001, the Company makes a matching contribution equal to
$.25 for each $1.00 on the first six percent of a Participant's
contribution (basic match contribution). The Company will contribute an
additional $.05 for each $1.00 on the first six percent of a Participant's
contribution to be invested in the Ameren Common Stock Fund (additional
matching contribution). For contract employees, Company
4
Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Notes to Financial Statements
December 31, 2002 and 2001
--------------------------------------------------------------------------------
matching contributions are made based on specific agreements between the
Company and individual collective bargaining unit. A portion of Company
matching contributions is invested in the Ameren Common Stock Fund. All
Company contributions are made to the extent sufficient earnings are
available, as described in the Plan document.
Participants direct their basic contributions and the Company's 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 available 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 all or 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.
Vesting
The amounts in Participants' accounts, including Company contributions, are
fully vested at all times.
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 $500, (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, and (4) such other rules and regulations
as may be adopted by the Company. At December 31, 2002, the interest rates
on participant loans ranged from 4.25 percent to 9.5 percent. At December
31, 2001, the interest rates on participant loans ranged from 5 percent to
9.5 percent.
Payment of Benefits
Upon termination of employment for any reason, a Participant will be
entitled to receive the balance in the Participant's account less the
unpaid amount of any outstanding loan (including accrued interest).
Generally, distributions will be made in a lump sum; however, in certain
circumstances a Participant may also elect to receive his/her distribution
in installments. Certain distributions may be deferred until a participant
reaches age 70 1/2, dies, or requests an earlier distribution (whichever
occurs first).
Amounts that have been requested for withdrawal by Participants, but have
not yet been distributed by the Plan, are included in net assets available
for benefits. There were no amounts requested for withdrawal by
Participants, but not yet distributed by the Plan, as of December 31, 2002
or 2001.
Plan Termination
The Company has a right to terminate the Plan at any time subject to the
provisions of ERISA. Upon termination, the Trustee will distribute assets
remaining in the Plan with the exception that no distributions shall be
made until a Participant attains age 59 1/2, except in certain specified
situations.
5
Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Notes to Financial Statements
December 31, 2002 and 2001
--------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of
accounting.
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.
Investments
All investments are presented at fair value as of December 31, 2002 and
2001. The fair value of the Ameren Common Stock Fund was determined using
year-end published market prices. Investments in equity securities and
bonds are valued at net asset market value including accrued income on the
last business day of each year. Investments in the Money Market Fund and
Merrill Lynch Retirement Preservation Trust are valued at cost plus accrued
income, which approximates market. Participant loans are valued at cost,
which approximates fair market value.
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.
Income
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.
Net unrealized appreciation or depreciation for the year is reflected in
net depreciation in fair value of investments in the Statement of Changes
in Net Assets Available for Benefits.
Expenses
In general, expenses to administer the Plan, including fees and expenses of
the Trustee, are paid by the Company, except as provided for in the Plan.
All transaction fees of an investment fund are paid from the assets of that
investment fund.
Benefit Payments
Benefit payments are recorded when paid.
6
Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Notes to Financial Statements
December 31, 2002 and 2001
--------------------------------------------------------------------------------
3. Transactions with Parties-in-Interest
At December 31, 2002, the Plan held Company common stock with a cost and
market value of $7,815,839 and $9,180,269, respectively. During 2002, the
Plan purchased shares at a cost of $2,525,804 and sold shares valued at
$2,679,288.
At December 31, 2001, the Plan held Company common stock with a cost and
market value of $7,565,628 and $9,379,124, respectively. During 2001, the
Plan purchased shares at a cost of $2,294,670 and sold shares valued at
$1,133,635.
At December 31, 2002, the Plan held investments in various accounts that
are related to Merrill Lynch, the Plan's trustee. At December 31, 2002,
these investments had a cost and market value of $7,508,284 and $7,237,975,
respectively. At December 31, 2001, these investments had a cost and market
value of $6,467,146 and $7,534,911, respectively.
These transactions are allowable party-in-interest transactions under
Section 408(b)(8) of the ERISA regulations.
4. 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, 2002 and 2001, is as follows:
2002 2001
Net assets
Ameren Common Stock Fund $ 65,465 $ 23,871
Changes in net assets
Dividends 3,887 458
Net (depreciation) appreciation in fair value of investments (407) 966
Employer contributions 41,195 22,447
Benefits paid to participants (3,081) -
7
Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Notes to Financial Statements
December 31, 2002 and 2001
--------------------------------------------------------------------------------
5. Federal Income Tax Status
The Plan is designed to qualify as a deferred compensation plan under
sections 401(a) and 401(k) of the Internal Revenue Code of 1986.
Qualification of the Plan means that a Participant will not be subject to
federal income taxes on amounts contributed to the Participant's account,
or the earnings or appreciation thereon, until such amounts either are
withdrawn by the Participant or are distributed to the Participant or a
beneficiary in the event of the Participant's death. Payroll reduction
contributions to a Participant's account reduce the gross income of the
Participant for federal income tax purposes to the extent of the
contributions. The Company received a favorable determination letter from
the Internal Revenue Service dated May 29, 2002, concerning the
qualification of the Plan under federal income tax regulations. In
addition, the Company also received a favorable determination letter from
the Internal Revenue Service dated December 8, 1986, concerning
qualification of the Master Long-Term Savings Trust under federal income
tax regulations. Management believes that the Plan is currently designed
and is being operated in compliance with requirements of the Internal
Revenue Code and that the Plan is tax exempt as of the financial statement
date.
Discussions of the federal income tax consequences of the Plan, including
consequences on distributions of a Participant's account, are contained in
the Company's Employee Long-Term Savings Plan Summary Plan Description.
6. Participation in Master Trust
The Central Illinois Public Service Company Master Long-Term Savings Trust
(the "Master Trust") was established April 1, 1985, to serve as the funding
vehicle for the Plan and for the other separate Employee Long-Term Savings
Plan, which is for the members of the IBEW No. 702 collective bargaining
unit employed by Central Illinois Public Service Company, a wholly owned
subsidiary of the Company, and the Participating Subsidiary. This separate
plan is not included in this report and is shown separately in its own
report. At both December 31, 2002 and 2001, the Plan's interest in the net
assets of the Master Trust was approximately 43 percent.
8
Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Notes to Financial Statements
December 31, 2002 and 2001
--------------------------------------------------------------------------------
The following table presents the fair value of investments for the Master
Trust at December 31, 2002 and 2001:
2002 2001
Investments at fair value
Ameren Common Stock Fund $19,223,384 $19,523,224
Bond Index Fund 3,204,261 2,320,320
Money Market Fund 5,490,256 4,943,113
Growth Equity Fund 6,713,396 8,181,620
Standard & Poor's 500 Equity Index Trust 11,556,668 13,657,281
Merrill Lynch Retirement Preservation Trust 3,575,048 2,448,659
AIM Value Fund 3,472,562 4,729,651
Merrill Lynch Global Allocation Fund - Class A 1,060,384 949,058
Merrill Lynch Capital Fund - Class A 782,614 846,394
Participant Loan Fund 2,485,781 2,585,358
----------- -----------
Total Master Trust investments $57,564,354 $60,184,678
=========== ===========
Investment income for the Master Trust for the years ended December 31,
2002 and 2001, is as follows:
2002 2001
Interest and dividends $ 1,648,516 $ 1,834,557
Net depreciation in fair value of investments (6,783,629) (7,186,188)
------------ ------------
$(5,135,113) $(5,351,631)
============ ============
9
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 EMPLOYEE
LONG-TERM SAVINGS
PLAN - IUOE NO. 148
AMEREN SERVICES COMPANY
(Administrator)
By /s/ Donna K. Martin
-------------------------------
Donna K. Martin
Vice President
June 30, 2003
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
23 Consent of Independent Auditors
99.1 Certificate of Plan Administrator required by Section 1350 of Chapter
63 of Title 18 of the United States Code (Section 906 of the
Sarbanes-Oxley Act of 2002).
99.2 Certificate of Chief Financial Officer required by Section 1350 of
Chapter 63 of Title 18 of the United States Code (Section 906 of the
Sarbanes-Oxley Act of 2002).
10