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, 2003
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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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 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, 2003 and 2002
Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Index
December 31, 2003 and 2002
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Page(s)
Report of Independent Registered Public Accounting Firm...........................................................1
Financial Statements
Statements of Net Assets Available for Benefits...................................................................2
Statements of Changes in Net Assets Available for Benefits........................................................3
Notes to Financial Statements...................................................................................4-8
Note: Schedules required by 29 CFR 2520.103-10 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 ("ERISA"), as amended, have
been omitted because they are not applicable.
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of the
Ameren Corporation 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, 2003 and 2002, 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), 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.
As described in Note 3 to the financial statements, the Plan's financial
statements do not disclose certain information with respect to
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.
St. Louis, Missouri
June 18, 2004
1
Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Statements of Net Assets Available for Benefits
December 31, 2003 and 2002
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2003 2002
Investments in Central Illinois Public Service Company
Master Long-Term Savings Trust (Note 6)* $ 27,808,210 $ 25,024,721
Cash 5,365 4,064
Receivables
Participant contributions 54,660 95,911
Employer contributions 13,563 15,063
Dividends and interest 17,777 24,128
Due from broker for securities sold 20,410 120
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Total receivables 106,410 135,222
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Net assets available for benefits $27,919,985 $25,164,007
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* 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
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2003 and 2002
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2003 2002
Investment income (loss)
Plan interest in Central Illinois Public Service Company
Master Long-Term Savings Trust (Note 6) $ 4,048,610 $(1,562,639)
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Contributions
Participant contributions 1,343,618 1,518,204
Employer contributions 212,395 243,204
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1,556,013 1,761,408
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Benefits and expenses
Benefits paid to participants 2,537,315 1,052,292
Administrative expenses 1,820 2,080
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2,539,135 1,054,372
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Plan transfer out (Note 1) 309,510 57,056
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Net increase (decrease) 2,755,978 (912,659)
Net assets available for benefits
Beginning of the year 25,164,007 26,076,666
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End of the year $27,919,985 $25,164,007
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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, 2003 and 2002
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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 "Participants") who are members of the IUOE No.
148 collective bargaining unit employed by Ameren Energy 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 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. Merrill Lynch & Co., Inc.
("Merrill Lynch"), 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.
Certain reclassifications have been made to prior year's financial
statements to conform to 2003 reporting.
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
Prior to December 30, 2002, Participants could contribute from one percent
to 15 percent of their base compensation to the Plan through payroll
deductions (basic contributions). Effective December 30, 2002, the Company
amended the Plan to allow Participants to contribute up to the lesser of
one to 100 percent of their base compensation or $12,000 annually to the
Plan through payroll deductions (basic contributions). 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). Company matching contributions are
made based on specific agreements between the Company and the 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.
4
Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Notes to Financial Statements
December 31, 2003 and 2002
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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.
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, 2003 and 2002, the
interest rates on Participant loans ranged from 4.0 percent to 9.5 percent
and 4.25 percent to 9.5 percent, respectively.
Vesting
The amounts in Participants' accounts, including Company contributions, are
fully vested at all times.
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.
Plan Transfer Out
Plan transfers out represent Participants' account balances which were
transferred from the Plan during the year into the Ameren Corporation
Savings Investment Plan.
Plan Termination
The Company intends to continue the Plan indefinitely. However, 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.
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.
5
Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Notes to Financial Statements
December 31, 2003 and 2002
--------------------------------------------------------------------------------
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 held by the Master Trust are presented at fair value as of
December 31, 2003 and 2002. 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 published net asset market values
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 appreciation (depreciation) in fair value of investments in the
Statement of Changes in Net Assets Available for Benefits.
Administrative 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.
3. Nonparticipant-Directed Investments
Employer contributions relating to the nonparticipant-directed investments
which included Company stock were $35,647 and $41,195 for the years ended
December 31, 2003 and 2002, respectively. Other information about the net
assets and the changes in net assets relating to the
nonparticipant-directed investments is not disclosed as this information
was not able to be provided by the Plan's trustee.
4. Transactions with Parties-in-Interest
At December 31, 2003, the Master Trust held Company common stock for the
Plan with a cost and market value of $8,546,690 and $9,411,947,
respectively. During 2003, the Plan purchased shares at a cost of
$2,139,023 and sold shares valued at $2,617,812.
6
Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Notes to Financial Statements
December 31, 2003 and 2002
--------------------------------------------------------------------------------
At December 31, 2002, the Master Trust held Company common stock for the
Plan 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, 2003, the Master Trust held investments in various accounts
for the Plan that are related to Merrill Lynch, the Plan's Trustee. At
December 31, 2003, these investments had a cost and market value of
$8,480,017 and $9,788,490, respectively. At December 31, 2002, these
investments had a cost and market value of $7,508,284 and $7,237,974,
respectively.
These transactions are allowable party-in-interest transactions under
Section 408(b)(8) of the ERISA regulations.
5. Federal Income Tax Status
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 Central Illinois
Public Service Company 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.
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 December 31, 2003 and 2002, the Plan's interest in the net
assets of the Master Trust was approximately 41 percent and 43 percent,
respectively. Investment income (loss), gains and losses, and
administrative expenses relating to the Master Trust are allocated to the
Participant's account balance based on the percentage of the Participant's
account balance to the total of all Participants' account balances in each
investment fund as of each valuation date.
7
Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Notes to Financial Statements
December 31, 2003 and 2002
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The following table presents the fair value of investments for the Master
Trust at December 31, 2003 and 2002:
2003 2002
Investments at fair value
Ameren Common Stock Fund $ 21,121,177 $ 19,223,384
Standard & Poor's 500 Equity Index Trust 14,761,489 11,556,668
Growth Equity Fund 9,010,167 6,713,396
Merrill Lynch Retirement Preservation Trust 5,570,523 3,575,048
Money Market Fund 5,157,889 5,490,256
AIM Value Fund 4,365,812 3,472,562
Bond Index Fund 3,238,826 3,204,261
Participant Loan Fund 2,361,913 2,485,781
Merrill Lynch Global Allocation Fund - Class A 1,732,344 1,060,384
Merrill Lynch Capital Fund - Class A 1,242,312 782,614
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Total Master Trust investments $ 68,562,452 $ 57,564,354
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Investment income (loss) for the Master Trust for the years ended December
31, 2003 and 2002, is as follows:
2003 2002
Interest and dividends $ 1,628,387 $ 1,648,516
Net appreciation (depreciation) in fair value of investments 9,026,400 (6,783,629)
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$ 10,654,787 $ (5,135,113)
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8
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
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Donna K. Martin
Vice President
June 28, 2004
EXHIBIT INDEX
Exhibit No. Description
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23 Consent of Independent Auditors