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, 2001
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
AMEREN CORPORATION
LONG-TERM SAVINGS PLAN - IUOE NO. 148
Issuer: Ameren Corporation
1901 Chouteau Avenue
St. Louis, Missouri 63103
(Principal Executive Office)
Ameren Corporation
Employee Long-Term
Savings Plan - IUOE No. 148
Report and Financial Statements
December 31, 2001 and 2000
Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Index to Financial Statements
December 31, 2001 and 2000
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Page
Report of Independent Accountants 1
Statement of Net Assets Available for Benefits
at December 31, 2001 and 2000 2
Statement of Changes in Net Assets Available for Benefits
For the years ended December 31, 2001 and 2000 3
Notes to Financial Statements 4-10
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 Accountants
To the Participants and Administrator of
the Ameren Corporation
Employee Long-Term Savings Plan -
IUOE No. 148
In our opinion, the accompanying statement of net assets available for benefits
and the related statement 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, 2001 and 2000, 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 27, 2002
Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Statement of Net Assets Available for Benefits
December 31, 2001 and 2000
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2001 2000
Investments in Central Illinois Public Service
Company Master Long-Term Savings Trust $ 25,810,594 $ 27,924,640
Cash 2,161 10,613
Receivables:
Participant contributions 88,152 81,434
Employer contributions 16,880 3,812
Dividends and interest 19,559 17,836
Due from broker for securities sold 139,320 252,074
---------------- -----------------
Net assets available for benefits $26,076,666 $28,290,409
================ =================
The accompanying notes are an integral part of the financial statements.
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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, 2001 and 2000
--------------------------------------------------------------------------------
For the year ended December 31,
2001 2000
---- ----
Investment (loss) income:
Interest and dividends $ 922,029 $ 1,112,311
Net (depreciation) appreciation in fair value of investments (2,780,929) 1,482,281
---------------- ----------------
(1,858,900) 2,594,592
---------------- ----------------
Participant contributions 1,561,151 1,530,325
Employer contributions 184,110 36,866
---------------- ----------------
1,745,261 1,567,191
---------------- ----------------
Benefits paid to participants 2,098,064 1,997,281
Administrative expenses 2,040 2,001
---------------- ----------------
2,100,104 1,999,282
---------------- ----------------
Net (decrease) increase (2,213,743) 2,162,501
Net assets available for benefits:
Beginning of the year 28,290,409 26,127,908
---------------- ----------------
End of the year $26,076,666 $28,290,409
================ ================
The accompanying notes are an integral part of the financial statements.
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Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Notes to Financial Statements
For the Year Ended December 31, 2001 and 2000
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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 under the
Plan for each participating employee (the Participant) of AmerenEnergy
Generating Company, an indirectly wholly owned subsidiary of the Company
(Participating Subsidiaries). Participants should refer to the Plan
document for more complete information.
The Plan initially was established as the Central Illinois Public Service
Company Employee Long-Term Savings Plan - IUOE No. 148. Effective January
1, 2000, the Plan was renamed the Ameren Corporation Employee Long-Term
Savings Plan - IUOE No. 148.
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 Stock Fund, these dividends purchase newly
issued shares of Ameren common stock at fair market value instead of Ameren
shares being purchased in the open market.
Participation
Each employee of the Participating Subsidiaries 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 1% to 15% 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 6% of a participant's contribution (basic match
contribution). The Company will contribute an additional $.05 for each
$1.00 on the first 6% of a participant's contribution to be invested in the
Ameren Common Stock Fund (additional matching contribution). For contract
employees, Company matching contributions are made based on specific
agreements between the Company and the 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.
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Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Notes to Financial Statements
For the Year Ended December 31, 2001 and 2000
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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 1% 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
all or in 1% 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, 2001 and 2000, the
interest rates on participant loans ranged from 5% to 9.5%.
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, 2001
or 2000.
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 Trust Fund with the exception that no distributions shall
be made until a participant attains age 59 1/2, except in certain specified
situations.
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Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Notes to Financial Statements
For the Year Ended December 31, 2001 and 2000
--------------------------------------------------------------------------------
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, 2001 and
2000. 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 appreciation (depreciation) of investments on 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.
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Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Notes to Financial Statements
For the Year Ended December 31, 2001 and 2000
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3. Transactions with Parties-in-Interest
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 at $1,133,635
resulting in a net realized gain of $140,636. The Plan also distributed
shares value at $538,702 to persons withdrawing from the Plan.
At December 31, 2000, the Plan held Company common stock with a cost and
market value of $6,486,748 and $9,232,626, respectively. During 2000, the
Plan purchased shares at a cost of $1,866,191 and sold shares valued at
$5,351,525, resulting in a net realized gain of $636,300. The Plan also
distributed shares valued at $621,872 to persons withdrawing from the Plan.
At December 31, 2001, the Plan held investments in various accounts that
are related to Merrill Lynch, the Plan's trustee. At December 31, 2001,
these investments had a cost and market value of $6,467,146 and $7,534,911,
respectively. At December 31, 2000, these investments had a cost and market
value of $6,374,529 and $8,423,087, 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
is as follows:
December 31,
2001
Net assets:
Ameren Common Stock Fund $ 23,871
Changes in net assets:
Dividends 458
Net appreciation in fair value of investments 966
Employer contributions 22,447
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Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Notes to Financial Statements
For the Year Ended December 31, 2001 and 2000
--------------------------------------------------------------------------------
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 August 20, 1996, 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. See also Note 6.
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
medium 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 the Participating Subsidiaries. This separate plan is not
included in this report and is shown separately in its own report. At
December 31, 2001 and 2000, the Plan's interest in the net assets of the
master trust was approximately 43% and 44%, respectively.
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Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Notes to Financial Statements
For the Year Ended December 31, 2001 and 2000
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The Master Trusts' Statement of Net Assets at December 31, 2001 and 2000
and Statement of Changes in Net Assets for the Year Ended December 31, 2001
and 2000 are included below:
Statement of Net Assets, Master Trust
December 31,
2001 2000
Assets
Investments at fair value:
Ameren Common Stock Fund $ 19,523,224 $ 19,292,555
Bond Index Fund 2,320,320 1,753,203
Money Market Fund 4,943,113 5,151,053
Growth Equity Fund 8,181,620 11,017,606
Standard & Poor's 500 Equity Index Trust 13,657,281 15,027,531
Merrill Lynch Retirement Preservation Trust 2,448,659 2,549,312
AIM Value Fund 4,729,651 4,585,338
Merrill Lynch Global Allocation Fund - Class A 949,058 847,694
Merrill Lynch Capital Fund - Class A 846,394 850,298
Participant Loan Fund 2,585,358 2,705,672
Cash 4,442 36,663
Receivables:
Participant contributions 262,042 240,309
Employer contributions 40,087 20,618
Dividends and interest 41,704 37,830
Due from broker for securities sold 139,320 257,905
---------------- ----------------
Net assets available for benefits $ 60,672,273 $ 64,373,587
================ ================
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Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148
Notes to Financial Statements
For the Years Ended December 31, 2001 and 2000
--------------------------------------------------------------------------------
Statement of Changes in Net Assets, Master Trust
For the year ended December 31,
2001 2000
Investment (loss) income:
Interest and dividends $1,834,557 $2,395,414
Net appreciation (depreciation) in fair value of investments (7,186,188) 827,966
--------------- ---------------
(5,351,631) 3,223,380
--------------- ---------------
Participant contributions 4,949,114 5,107,076
Employer contributions 590,373 334,939
--------------- ---------------
5,539,487 5,442,015
--------------- ---------------
Benefits paid to participants 3,883,231 4,250,519
Administrative expenses 5,939 6,640
--------------- ---------------
3,889,170 4,257,159
--------------- ---------------
Net (decrease) increase (3,701,314) 4,408,236
Net assets available for benefits:
Beginning of the year 64,373,587 59,965,351
--------------- ---------------
End of the year $ 60,672,273 $ 64,373,587
=============== ================
7. Subsequent Events
Effective June 1, 2002, with the passage of the Economic Growth and Tax
Relief Reconciliation Act (EGTRRP), the Plan was changed to designate the
Ameren Stock Fund of the Plan as an Employee Stock Ownership Plan and to
allow all employees a choice between dividend reinvestment and dividend
payment on their various Employee Stock Ownership Plan accounts.
Additionally, employees age 55 and older will be able to diversify the
additional Company match portion of the Ameren Stock Fund. Effective July
1, 2002, the "catch up" contribution provision of (EGTRRP) for all
employees age 50 and older was implemented as well.
The Plan obtained a favorable determination letter May 29, 2002, in which
the Internal Revenue Service stated, that the Plan was in compliance with
the applicable requirements of the Internal Revenue Code.
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The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
AMEREN CORPORATION
LONG-TERM SAVINGS
PLAN - IUOE NO. 148
AMEREN SERVICES COMPANY
(Administrator)
By /s/ Donna K. Martin
---------------------------------
Donna K. Martin
Vice President
June 28, 2002
EXHIBIT INDEX
Exhibits Filed Herewith
-----------------------
Exhibit No. Description
----------- --------------------------------------
23 Consent of Independent Accountants
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-43743) of Ameren Corporation of our report dated
June 27, 2002 relating to the financial statements of the Ameren Corporation
Employee Long-Term Savings Plan-IUOE No. 148, which appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopersLLP
St. Louis, Missouri
June 27, 2002