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, 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 1-14756
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, 2002 and 2001
Ameren Corporation
Savings Investment Plan
Contents
December 31, 2002 and 2001
--------------------------------------------------------------------------------
Page(s)
Report of Independent Auditors................................................1
Statements of Net Assets Available for Benefits...............................2
Statements of Changes in Net Assets Available for Benefits....................3
Notes to Financial Statements..............................................4-10
Additional Information*
Schedule I: Schedule of Assets (Held at End of Year)...................11
* Other 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
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,
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.
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 20, 2003
1
Ameren Corporation
Savings Investment Plan
Statements of Net Assets Available for Benefits
December 31, 2002 and 2001
--------------------------------------------------------------------------------
2002 2001
Assets
Investments (Note 3) $626,996,779 $683,613,115
Cash 2,443 388,626
Receivables
Participant contributions 1,544,606 1,353,420
Employer contributions 626,752 568,020
Dividends and interest 477,104 35,356
Due from broker for securities sold - 1,014,395
------------ ------------
Total receivables 2,648,462 2,971,191
Total assets $629,647,684 $686,972,932
------------ ------------
Liabilities
Accrued expenses 23,525 -
------------ ------------
Net assets available for benefits $629,624,159 $686,972,932
============ ============
The accompanying notes are an integral part of these financial statements.
2
Ameren Corporation
Savings Investment Plan
Statements 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 $ 21,086,084 $ 15,069,266
Net depreciation in fair value of investments (93,753,190) (49,526,185)
-------------- --------------
(72,667,106) (34,456,919)
-------------- --------------
Participant contributions 38,901,181 39,907,028
Employer contributions 13,857,557 12,511,947
-------------- --------------
52,758,738 52,418,975
-------------- --------------
Plan transfer in (Note 1) - 20,211,328
-------------- --------------
Benefits and expenses
Benefits paid to participants 37,311,364 36,247,614
Administrative expenses 129,041 80,177
-------------- --------------
37,440,405 36,327,791
-------------- --------------
Net (decrease) increase (57,348,773) 1,845,593
Net assets available for benefits
Beginning of year 686,972,932 685,127,339
-------------- --------------
End of year $ 629,624,159 $ 686,972,932
============== ==============
The accompanying notes are an integral part of these financial statements.
3
Ameren Corporation
Savings Investment Plan
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") Savings Investment Plan (the "Plan").
Participants should refer to the Plan document for more complete
information.
The Plan's purpose is to provide certain management and contract employees
of the Company and its wholly owned subsidiaries (the "Participant") 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 the
Employee Retirement Income Security Act of 1974 ("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. The Northern Trust Company, 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 January 1, 2001, the Plan was amended to merge the assets of the
Ameren Corporation Employee Stock Ownership Plan for Certain Employees of
CIPS into the Plan. The assets transferred into the Plan consisted of
436,088 shares of Ameren stock as of the date of the transfer with a fair
market value of $20,211,328.
Effective December 2001, when dividends are paid on shares of Company
common stock held in the Ameren Common Stock Fund of the Plan, these
dividends are used to purchase newly issued shares of Company common stock
at fair market value instead of 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.
Effective July 1, 2002, the Plan was also changed to allow management
employees to contribute up to 50 percent of their base pay to the Plan
subject to ERISA limitation requirements, and the "catch up" contribution
provision of EGTRRA for all employees age 50 and older was implemented as
well.
Participation
The Plan covers substantially all employees of the Company except contract
employees covered by a collective bargaining agreement between AmerenCIPS
Local 702 IBEW or AmerenCIPS Local 148 IUOE and the Company. Effective July
1, 2001, the Plan was amended to allow AmerenCIPS Local 148 (Clerical) to
participate in the Plan. All regular full time employees are eligible to
participate upon employment. Participation by eligible employees is
voluntary.
4
Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
December 31, 2002 and 2001
--------------------------------------------------------------------------------
Contributions
Contract Participants may contribute from one percent to 15 percent of
their base compensation to the Plan through payroll deductions. Management
Participants may contribute from one percent to 50 percent of their base
compensation to the Plan through payroll deductions. Participant
contributions are subject to annual limitations imposed by the Code. 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 the 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 as determined by the collective bargaining agreement
with the specific union representing the employees. 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 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.
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) the fixed interest rate will be equal
to the "corporate base rate of interest" as announced by the Trustee plus
one percent, and (5) such other rules and regulations as may be adopted by
the Company. At December 31, 2002 and 2001, the interest rates on
participant loans ranged from 5.25 percent to 10.5 percent and 7 percent to
10.5 percent, respectively.
Vesting
The amounts in Participants' accounts, including Company contributions, are
fully vested at all times.
5
Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
December 31, 2002 and 2001
--------------------------------------------------------------------------------
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 $5,000 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 $5,000, the distribution shall be made no later than
120 days after close of the Plan year. 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, if applicable, 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 provides, to participants of the former Union Electric
Company Employee Stock Ownership Plan and the former Ameren Corporation
Employee Stock Ownership Plan for Certain Employees of CIPS and at the
discretion of the Company, for distribution 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.
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.
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.
6
Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
December 31, 2002 and 2001
--------------------------------------------------------------------------------
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 Northern Trust Company's
Short-term Fund and the T. Rowe Price Stable Value Common Trust Fund 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 on the Statement of Changes
in Net Assets Available for Benefits.
Expenses
Trustee fees incurred in administering the Plan are charged to the Plan.
Benefit Payments
Benefit payments are recorded when paid.
7
Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
December 31, 2002 and 2001
--------------------------------------------------------------------------------
3. Investments
The following table presents investments of the Plan at December 31, 2002
and 2001, respectively:
2002 2001
Investments at Fair Value as Determined
By Quoted Market Price
Common Stock
Ameren Corporation, $.01 par value( $179,034,216 $180,505,606
Managed Equity Funds
MSIF Trust Fund 84,001,696 124,134,320
Barclays Global Investors Equity Index Fund 35,725,072 46,661,437
Vanguard US Growth Fund 24,243,926 39,883,621
Washington Mutual Investors Fund 73,904,236 87,789,899
Vanguard Asset Allocation Fund 55,730,317 68,541,101
Vanguard Extended Market Index Fund 6,650,011 5,349,502
Managed International Equity Fund
American Funds Group Europacific Growth Fund 18,820,977 21,609,653
Investments at Estimated Fair Value
T. Rowe Price Stable Value Common Trust Fund 109,290,844 85,156,018
MFO Pimco Funds 18,220,489 4,522,490
Northern Trust Company's Short-Term Investment Fund 3,904,650 3,184,174
Participant Loans 17,470,345 16,275,294
------------ ------------
Total investments $626,996,779 $683,613,115
============ ============
Investments that represent 5 percent or more of the Plan's net assets.
Nonparticipant-directed portion is $40,209,751, and $36,441,059 at December
31, 2002 and 2001, respectively.
8
Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
December 31, 2002 and 2001
--------------------------------------------------------------------------------
During 2002 and 2001, the Plan's investments (including investments bought,
sold, and held during the year) depreciated in value as follows:
2002 2001
Investments at Fair Value as Determined
By Quoted Market Price
Managed Fund Investments $(91,691,064) $(33,673,621)
Ameren Common Stock Fund (2,662,341) (15,856,027)
------------- -------------
Net change in fair value (94,353,405) (49,529,648)
Investments at Estimated Fair Value
Short-term Investments 600,215 3,463
------------- -------------
Net change in fair value $(93,753,190) $(49,526,185)
============= =============
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 $ 40,209,751 $ 36,441,059
Employer contributions receivable 182,310 332,379
Changes in net assets
Dividends 2,304,531 1,985,449
Net appreciation (depreciation) in fair
value of investments 703,956 (2,731,877)
Employer contributions 4,978,154 4,426,367
Benefits paid to participants 971,143 583,065
5. Transactions with Parties-in-Interest
At December 31, 2002, the Plan held Company common stock with a cost and
market value of $142,754,115 and $179,034,216, respectively. During 2002,
the Plan purchased shares at a cost of $25,044,373 and sold shares valued
at $20,945,271.
At December 31, 2001, the Plan held Company common stock with a cost and
market value of $135,847,679 and $180,505,606, respectively. During 2001,
the Plan purchased shares at a cost of $17,671,216 and sold shares valued
at $6,327,522.
9
Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
December 31, 2002 and 2001
--------------------------------------------------------------------------------
The Plan held $3,904,650 and $3,184,174 in Northern Trust Company's
Collective Short-Term Investment Fund at December 31, 2002 and 2001,
respectively, which is managed by an affiliate of the Trustee.
These transactions are allowable party-in-interest transactions under
Section 408(b)(8) of the ERISA regulations.
6. 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, 2002 and 2001:
2002 2001
Net assets available for benefits per the
financial statements $ 629,624,159 $ 686,972,932
Amounts allocated to withdrawing Participants (213,431) (428,138)
-------------- --------------
Net assets available for benefits per the Form 5500 $ 629,410,728 $ 686,544,794
============== ==============
The following is a reconciliation of benefits paid to Participants per the
financial statements to the Form 5500 for the years ended December 31, 2002
and 2001:
2002 2001
Benefits paid to Participants per the
financial statements $ 37,311,364 $ 36,247,614
Add: Amounts allocated to withdrawing
Participants during the current year 213,431 428,138
Less: Amounts allocated to withdrawing
Participants during the prior year (428,138) (1,370,831)
-------------- -------------
Benefits paid to Participants per the Form 5500 $ 37,096,657 $ 35,304,921
============== =============
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, 2002 and 2001, as applicable, but not yet paid as of that
date.
7. Federal Income Tax Status
The Plan obtained its latest determination letter July 31, 2001, in which
the Internal Revenue Service stated that the Plan was in compliance with
the applicable requirements of the Code. The Company believes that the Plan
currently is designed and being operated in compliance with the applicable
requirements of the Code and, therefore, the Plan continues to qualify
under Section 401(a) and the related trust continues to be tax-exempt as of
December 31, 2002. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
10
Ameren Corporation
Savings Investment Plan
Schedule of Assets (Held at End of Year)
December 31, 2002 Schedule I
------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (e)
Description of investment including maturity
Identity of issue, borrower, lessor, or similar date, rate of interest,collateral, par, or maturity Current
party value value
Massachusetts Funds MSIF Trust Fund $ 84,001,696
Barclays Global Investment Funds, Inc. Barclays Global Investors Equity Index Fund 35,725,072
The American Funds Group Europacific Growth Fund 18,820,977
Vanguard Group Vanguard US Growth Fund 24,243,926
Washington Mutual Investments Washington Mutual Investors Fund 73,904,236
Vanguard Group Vanguard Asset Allocation Fund 55,730,317
Vanguard Group Vanguard Extended Market Index Fund 6,650,011
* Northern Trust Company Short-term Investment Fund 3,904,650
T. Rowe Price Stable Asset Management, Inc. T. Rowe Price Stable Value Common Trust Fund 109,290,844
* Ameren Corporation Ameren Common Stock Fund 179,034,216
Pacific Investment Management Company MFO Pimco Funds 18,220,489
** Participants Participant Loans 17,470,345
------------
$626,996,779
============
* Investment represents allowable transaction with a party-in-interest
** Interest rates vary from 5.25 percent to 10.5 percent and loan maturity
dates extend from January 2001 through December 2009.
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.
11
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/ 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).
12