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 1-2732
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
EMPLOYEES' SAVINGS PLAN
OF
CENTRAL ILLINOIS LIGHT COMPANY
B. Name of issuer of securities held pursuant to the plan and
the address of its principal executive office: The AES
Corporation, 1001 North 19th Street, 20th Floor, Arlington,
Virginia 22209. On January 31, 2003, Ameren Corporation
completed its acquisition from The AES Corporation of
CILCORP Inc. and its subsidiaries, including Central
Illinois Light Company. Upon the acquisition, securities of
The AES Corporation ceased being available for purchase
under the Employees' Savings Plan of Central Illinois Light
Company. On March 14, 2003, Ameren Corporation filed
Registration Statement No. 333-103818 on Form S-8 with the
Securities and Exchange Commission registering 1,000,000
shares of Ameren Corporation common stock for issuance under
the Employees' Savings Plan of Central Illinois Light
Company. The address of Ameren Corporation's principal
executive office and of the plan is 1901 Chouteau Avenue,
St. Louis, Missouri 63103.
Employees' Savings Plan of
Central Illinois Light Company
Financial Statements and Additional Information
December 31, 2002 and 2001
Employees' Savings Plan of
Central Illinois Light Company
Contents
December 31, 2002 and 2001
- --------------------------------------------------------------------------------
Page(s)
Reports of Independent Auditors.............................................1-2
Statements of Net Assets Available for Benefits...............................3
Statement of Changes in Net Assets Available for Benefits.....................4
Notes to Financial Statements..............................................5-10
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 Employees' Savings Plan of Central
Illinois Light Company
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 Employees' Savings Plan of Central Illinois Light Company (the "Plan") at
December 31, 2002, and the changes in net assets available for benefits for the
year 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 audit. We conducted our audit 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
audit provides a reasonable basis for our opinion.
Our audit was 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 audit 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 23, 2003
1
INDEPENDENT AUDITORS' REPORT
To the Plan Administrator of the Employees'
Savings Plan of Central Illinois Light Company
Peoria, Illinois
We have audited the accompanying statement of net assets available for benefits
of the Employees' Savings Plan of Central Illinois Light Company as of December
31, 2001, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2001. 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 audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2001, and the changes in net assets available for benefits for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Indianapolis, Indiana
June 7, 2002
2
Employees' Savings Plan of
Central Illinois Light Company
Statement of Net Assets Available for Benefits
December 31, 2002 and 2001
- --------------------------------------------------------------------------------
2002 2001
Assets
Investments (Note 3) $ 90,978,189 $105,536,586
Cash 802,007 477
Dividends and interest receivable 306 212
------------ ------------
Net assets available for benefits $ 91,780,502 $105,537,275
============ ============
The accompanying notes are an integral part of these financial statements.
3
Employees' Savings Plan of
Central Illinois Light Company
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 $ 2,729,580 $ 3,626,477
Net depreciation in fair value of investments (17,277,282) (23,487,768)
-------------- --------------
(14,547,702) (19,861,291)
-------------- --------------
Participant contributions 3,945,477 3,924,934
Employer contributions 1,169,368 1,178,227
-------------- --------------
5,114,845 5,103,161
-------------- --------------
Other additions 98,110 69,512
-------------- --------------
Benefits and other deductions
Benefits paid to participants 4,394,007 9,289,191
Other deductions 28,019 17,102
-------------- --------------
4,422,026 9,306,293
-------------- --------------
Net decrease (13,756,773) (23,994,911)
Net assets available for benefits
Beginning of year 105,537,275 129,532,186
-------------- --------------
End of year $ 91,780,502 $ 105,537,275
============== ==============
The accompanying notes are an integral part of these financial statements.
4
Employees' Savings Plan of
Central Illinois Light Company
Notes to Financial Statements
December 31, 2002 and 2001
- --------------------------------------------------------------------------------
1. Description of Plan
General
The following is a brief summary of the various provisions of the
Employees' Savings Plan (the "Plan") of Central Illinois Light Company (the
"Company"). Participants should refer to the Plan document for more
complete information.
The Plan is a defined contribution plan whose purpose is to provide certain
participating employees (the "Participant") of the Company, a subsidiary of
Ameren Corporation ("Ameren"), with the ability to defer a portion of their
annual compensation for retirement purposes with the benefit of the Company
matching contributions. Prior to January 31, 2003, The AES Corporation
("AES") was the parent of the Company (Note 7).
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, as Trustee, has
the authority and responsibility to hold and protect the assets of the Plan
in accordance with Plan provisions. 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.
Participation
The Plan covers any eligible employee of the Company who elects to enroll
in the Plan. Eligible employees include those represented by a union
agreement who have completed at least one year of service (the completion
of 1,000 hours of service during a 12-month consecutive period beginning on
the employee's first day of employment). Eligible employees also include
those not represented by a union agreement who have completed at least one
year of service on or before December 31, 2000. Participation by eligible
employees is voluntary.
Effective January 2003, the Plan was amended such that certain management,
office and technical employees of the Company who had previously been
participants in the AES Wealth Accumulation Plan became eligible to
participate in the Plan. Further, during May 2003, the NCF&O collective
bargaining group agreed to allow certain of their covered employees of the
Company who had previously been participants in the AES Wealth Accumulation
Plan to become eligible to participate in the Plan, retroactive to February
2003. In addition, the amendment and subsequent agreement reached with the
NCF&O union provided that all future employees would be eligible to
participate in the Plan.
Contributions
Effective April 1, 2002, the Plan was amended such that each Participant
could elect to have his or her compensation reduced by an amount of not
less than one percent and not more than 100 percent of his or her base rate
of pay up to a maximum dollar amount, which was $11,000 in 2002 and $10,500
in 2001 ("Pre-Tax Contribution"). The Company will contribute to the Plan
an amount equal to 50 percent of each Participant's Pre-Tax Contribution up
to a maximum of six percent of such participant's compensation ("Employer
Matching Contribution"). Participants may also elect to make regular
after-tax contributions ("Voluntary Contribution") to the Plan in an amount
which, when combined with the Pre-Tax Contributions, is not more than 100
percent
5
Employees' Savings Plan of
Central Illinois Light Company
Notes to Financial Statements
December 31, 2002 and 2001
- --------------------------------------------------------------------------------
of their regular base pay. Participants who receive, or are entitled to
receive, a distribution from a plan of a previous employer may transfer the
distribution to an account under the Plan ("Rollover Contribution").
Further, effective January 1, 2002, the Plan was amended to include
Participant contributions equal to a maximum of $1,000 for any Participant
reaching age 50 or older by the end of the year ("Catch-Up Contribution"),
which were also eligible for employer matching contributions subject to the
employer matching limitations. In no event shall a Participant's actual
combined Pre-Tax Contribution, Voluntary Contribution, Employer Matching
Contribution and Catch-Up Contributions exceed 100 percent.
Participants direct their contributions and the Company's matching
contributions by electing that such contributions be placed in a single
investment fund or allocated in increments of 1 percent to any combination
of investment funds. A Participant may change his investment designation at
any time prior to the next available payroll period, effective as of the
close of the business day prior to the next available payroll period. Any
contributions already invested in a particular separate investment fund may
be transferred to another separate investment fund or funds as of the close
of any business day. Pending investment of the assets into any investment
fund, the Trustee may temporarily make certain short-term investments.
Vesting
The amounts in Participants' accounts are fully vested at all times and are
not subject to forfeiture for any reason.
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 maximum loan amount is the lesser of
one-half of the Participant's account balance or $50,000, with adjustments
for certain previously outstanding loans, (3) the loan will bear an
interest rate equal to the prime rate as published by the Wall Street
Journal on the last business day of the month that the loan was made plus
one percent, (4) Participants must pledge the balance of their Plan
accounts as security for the loans, and (5) such other rules and
regulations as may be adopted by the Plan. At December 31, 2002 and 2001,
the interest rates on Participant loans ranged from 5.25 percent to 11
percent.
Payment of Benefits
On termination of service, a Participant may elect to receive either a
lump-sum amount equal to the value of the Participant's vested interest in
his or her account, or he or she may elect to defer distribution to a date
up to the Participant's normal retirement date.
Plan Termination
The Company has reserved the right to amend or terminate the Plan subject
to provisions of ERISA but has not expressed any intention of doing so at
this time.
6
Employees' Savings Plan of
Central Illinois Light Company
Notes to Financial Statements
December 31, 2002 and 2001
- --------------------------------------------------------------------------------
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 disclosures 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
Substantially all investments are presented at fair value as of December
31, 2002 and 2001, except for the Merrill Lynch Retirement Preservation
Trust, which is an investment contract fund stated at contract value, which
approximates fair value. The fair value of the AES common stock was
determined using year-end published market prices. 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.
Administrative Expenses
The Company pays for all of the administrative expenses associated with the
Plan, including the fees and expenses of the Trustee, 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.
7
Employees' Savings Plan of
Central Illinois Light Company
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
The AES Corporation <F1> $ 3,087,471 $ 9,925,209
Common/Collective Trust
Merrill Lynch Equity Index Trust I <F1> 19,388,721 25,869,341
Mutual Funds
Ariel Appreciation Fund <F1> 8,602,177 -
PIMCO Total Return Fund Class A <F1> 6,415,702 5,869,917
Templeton Foreign Fund 4,166,017 4,525,267
Merrill Lynch Global Allocation Fund Class A 3,924,821 4,073,752
AIM Small Cap Growth Fund Class A 840,047 -
Alliance Growth and Income 612,301 184,135
Dreyfus Premier New Leaders Fund Class A - 9,943,094
Merrill Lynch Fundamental Growth Fund Class A 397,057 96,925
One Group Small Cap Value Class A 390,693 -
Dreyfus Founders Discovery Fund 411,391 491,037
Alliance Quasar Fund Class A - 1,156,714
Self-Direct Account 834,044 979,829
Investments at Estimated Fair Value
Common/Collective Trust
Merrill Lynch Retirement Preservation Trust <F1> 39,139,920 39,196,012
Loan Fund 2,767,827 3,225,354
------------ ------------
Total investements $ 90,978,189 $105,536,586
============ ============
<FN>
<F1> Investments that represent 5 percent or more of the Plan's net assets.
</FN>
During 2002 and 2001, the Plan's investments (including investments bought,
sold, and held during the year) depreciated in value as follows:
2002 2001
The AES Corporation Common Stock $ (8,509,218) $(17,423,667)
Common/Collective Trusts (5,738,554) (3,700,280)
Mutual Funds (3,029,510) (2,363,821)
------------- -------------
Net change in fair value $(17,277,282) $(23,487,768)
============= =============
8
Employees' Savings Plan of
Central Illinois Light Company
Notes to Financial Statements
December 31, 2002 and 2001
- --------------------------------------------------------------------------------
4. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per
the December 31, 2002 financial statements to the Form 5500:
Net assets available for benefits per
the financial statements $ 91,780,502
Amounts allocated to withdrawing Participants (802,007)
-------------
Net assets available for benefits
per the Form 5500 $ 90,978,495
=============
The following is a reconciliation of benefits paid to Participants per the
financial statements for the year ended December 31, 2002 to the Form 5500:
Benefits paid to Participants per the
financial statements $ 4,394,007
Add: Amounts allocated to withdrawing Participants
at December 31, 2002 802,007
Less: Amounts allocated to withdrawing Participants
at December 31, 2001 -
-----------
Benefits paid to Participants per the Form 5500 $ 5,196,014
===========
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, but not yet paid as of that date.
5. Transaction with Parties in Interest
At December 31, 2002, the Plan held AES common stock with a cost and market
value of $9,735,074 and $3,087,471, respectively. During 2002, the Plan
purchased shares at a cost of $2,854,788 and sold shares at a cost of
$2,697,214.
At December 31, 2001, the Plan held AES common stock with a cost and market
value of $25,475,082 and $9,925,209, respectively. During 2001, the Plan
purchased shares at a cost of $28,693,643 and sold shares at a cost of
$6,603,458.
At December 31, 2002, the Plan held investments in various accounts that
are related to Merrill Lynch. At December 31, 2002, these investments had a
cost and market value of $68,604,693 and $62,850,519, respectively. At
December 31, 2001, these investments had a cost and market value of
$72,545,678 and $69,236,030, respectively.
9
Employees' Savings Plan of
Central Illinois Light Company
Notes to Financial Statements
December 31, 2002 and 2001
- --------------------------------------------------------------------------------
6. Federal Income Tax Status
The Company has received a determination letter dated September 11, 1995
from the Internal Revenue Service stating that the Plan, as amended and
restated effective January 1, 1995, was in compliance with the applicable
requirements of the Internal Revenue Code (the "Code"). The Plan
administrator believes that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Code. The
Plan administrator also believes that the Plan was qualified and the
related trust was tax-exempt as of the financial statement dates.
Subsequent to December 31, 2002, the Plan obtained a favorable
determination letter dated June 3, 2003, in which the Internal Revenue
Service stated that the Plan, as amended and restated effective January 1,
2000, was in compliance with the applicable requirements of the Internal
Revenue Code.
7. Subsequent Events
On January 31, 2003, Ameren Corporation completed its acquisition of all of
the outstanding common stock of CILCORP Inc. ("CILCORP") from AES. With the
acquisition, the Company became an Ameren Corporation subsidiary, but
remains a separate utility company, operating as AmerenCILCO. Effective
with the sale of CILCORP to Ameren, Participants were no longer able to
purchase additional shares of AES common stock. In addition, any payroll
withholding allocation for AES common stock was changed to the Merrill
Lynch Retirement Preservation Trust ("RPT"). Effective April 1, 2003, the
Plan was amended by adding the Ameren Common Stock Fund.
10
Employees' Savings Plan of
Central Illinois Light Company
Schedule of Assets (Held at End of Year)
December 31, 2002 Schedule I
- -------------------------------------------------------------------------------------------------------------------
(c)
(b) Description of investment (e)
Identity of issue, borrower, including maturity date, rate of interest, Current
(a) lessor, or similar party collateral, par, or maturity value Value
* Merrill Lynch Retirement Preservation Trust Trust $ 39,139,920
* Merrill Lynch Equity Index Trust I Trust 19,388,721
Ariel Appreciation Fund Mutual Fund 8,602,177
PIMCO Total Return Fund Class A Mutual Fund 6,415,702
Templeton Foreign Fund Mutual Fund 4,166,017
* Merrill Lynch Global Allocation Fund Class A Mutual Fund 3,924,821
* The AES Corporation Common Stock 3,087,471
** Loan Fund Participants Loans 2,767,827
AIM Small Cap Growth Fund Class A Mutual Fund 840,047
Self-Direct Account Various 834,044
Alliance Growth and Income Mutual Fund 612,301
Dreyfus Founders Discovery Fund Mutual Fund 411,391
* Merrill Lynch Fundamental Growth Fund Class A Mutual Fund 397,057
One Group Small Cap Value Class A Mutual Fund 390,693
------------
$ 90,978,189
============
* Investment represents allowable transaction with a party-in-interest.
** Interest rates ranging from 5.25 percent to 11 percent, maturing through
2016.
Note: Information pertaining to column (d) was omitted 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.
EMPLOYEES' SAVINGS PLAN OF
CENTRAL ILLINOIS LIGHT COMPANY
AMEREN SERVICES COMPANY
(Administrator)
By /s/ Donna K. Martin
---------------------------
Donna K. Martin
Vice President
June 30, 2003
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
23.1 Consent of Independent Auditors - PricewaterhouseCoopers LLP
23.2 Consent of Independent Auditors - Deloitte & Touche LLP
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