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 1-2732
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: On January 31, 2003,
Ameren Corporation completed its acquisition from The AES
Corporation (1001 North 19th Street, 20th Floor, Arlington,
Virginia 22209) 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, 2003 and 2002
Employees' Savings Plan of
Central Illinois Light Company
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...................................................................................4-9
Additional Information*
Schedule I: Schedule of Assets (Held at End of Year)..........................................................10
*Other 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 Employees' Savings Plan of Central
Illinois Light Company
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 Employees' Savings Plan of Central Illinois Light Company (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.
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.
As described in Note 1 to the financial statements, on January 1, 2004 the Plan
merged with and into the Ameren Corporation Savings Investment Plan.
St. Louis, Missouri
June 18, 2004
1
Employees' Savings Plan of
Central Illinois Light Company
Statements of Net Assets Available for Benefits
December 31, 2003 and 2002
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2003 2002
Assets
Investments (Note 3) $109,479,244 $90,978,189
Cash 1,071 802,007
Receivables
Participant contributions 123,380 -
Employer contributions 34,873 -
Dividends and interest 162,375 306
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Total receivables 320,628 306
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Total assets 109,800,943 91,780,502
Liabilities
Accrued expenses 1,551 -
----------------- -----------------
Net assets available for benefits $109,799,392 $91,780,502
================= =================
The accompanying notes are an integral part of these financial statements.
2
Employees' Savings Plan of
Central Illinois Light Company
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)
Interest and dividends $ 2,917,233 $ 2,805,494
Net appreciation (depreciation) in fair value of investments 18,321,639 (17,277,282)
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21,238,872 (14,471,788)
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Contributions
Participant contributions 4,619,493 3,945,477
Employer contributions 1,282,653 1,169,368
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5,902,146 5,114,845
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Benefits and expenses
Benefits paid to participants 9,114,652 4,394,007
Administrative expenses 7,476 5,823
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9,122,128 4,399,830
----------------- -----------------
Net increase (decrease) 18,018,890 (13,756,773)
Net assets available for benefits
Beginning of year 91,780,502 105,537,275
----------------- -----------------
End of year $109,799,392 $91,780,502
================= =================
The accompanying notes are an integral part of these financial statements.
3
Employees' Savings Plan of
Central Illinois Light Company
Notes to Financial Statements
December 31, 2003 and 2002
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1. Description of Plan
General
The following is a brief summary of the various provisions of the
Employees' Savings Plan of Central Illinois Light Company (the "Plan").
Participants should refer to the Plan document for more complete
information.
On January 31, 2003, Ameren Corporation ("Ameren") completed its
acquisition of all of the outstanding common stock of CILCORP Inc.
("CILCORP") from The AES Corporation ("AES"). With the acquisition, Central
Illinois Light Company (the "Company") became an indirectly wholly owned
subsidiary of Ameren, 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
allocated to the Merrill Lynch Retirement Preservation Trust. Effective
April 1, 2003, the Plan was amended by adding the Ameren Common Stock Fund.
Effective May 2003, the Company's Board of Directors appointed Ameren
Services Company as Plan Administrator, and consequently, Ameren Services
Company had the authority and responsibility for the general administration
of the Plan. In addition, in May 2003, the Company's Board of Directors
appointed Ameren as Plan sponsor, and consequently, Ameren had the
authority to amend or terminate the Plan subject to certain restrictions.
Merrill Lynch & Co., Inc. ("Merrill Lynch"), as Trustee, had the authority
and responsibility to hold and protect the assets of the Plan in accordance
with Plan provisions.
Effective January 1, 2004, the Plan was merged into the Ameren Corporation
Savings Investment Plan ("Successor Plan"). The assets transferred into the
Successor Plan consisted of 29,767 and 931,778 shares of Ameren and AES
common stock, respectively, as of the date of the transfer with a fair
market value of $1,369,268 and $8,795,987, respectively. In addition, other
investments, cash and receivables of $99,635,688, and accrued expenses of
$1,551 were transferred into the Successor Plan. All significant provisions
of the Plan were carried over to the Successor Plan without substantial
modification.
The Plan was a defined contribution plan whose purpose was to provide
certain participating employees (the "Participants") of the Company with
the ability to defer a portion of their annual compensation for retirement
purposes with the benefit of the Company matching contributions. The Plan
was subject to certain provisions of ERISA and regulations of the
Securities and Exchange Commission.
Certain reclassifications have been made to prior year's financial
statements to conform to 2003 reporting.
Participation
The Plan covered any eligible employee of the Company who elected to enroll
in the Plan. Eligible employees included those represented by a union
agreement who had 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 included
those not represented by a union agreement who had completed at least one
year of service on or before December 31, 2000. Participation by eligible
employees was voluntary.
4
Employees' Savings Plan of
Central Illinois Light Company
Notes to Financial Statements
December 31, 2003 and 2002
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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 National Conference
of Fireman and Oilers - Local 8 ("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 $12,000 in 2003 and $11,000
in 2002 ("Pre-Tax Contribution"). The Company contributed 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 could also elect to make regular
after-tax contributions ("Voluntary Contribution") to the Plan in an amount
which, when combined with the Pre-Tax Contributions, was not more than 100
percent of their regular base pay. Participants who received, or were
entitled to receive, a distribution from a plan of a previous employer
could transfer the distribution to an account under the Plan ("Rollover
Contribution").
Participants directed 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 held by the Plan. A Participant could change his or her
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 could 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
could temporarily make certain short-term investments.
Participant Loans
The Plan permitted Participants to borrow from their accounts within the
Plan. Such borrowings could be made subject to the following: (1) the
minimum amount of the loan was $1,000, (2) the maximum loan amount was the
lesser of one-half of the Participant's account balance or $50,000, with
adjustments for certain previously outstanding loans, (3) the loan bore 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 pledged the balance of their Plan accounts as
security for the loans and (5) such other rules and regulations as adopted
by the Plan. At December 31, 2003 and 2002, the interest rates on
Participant loans ranged from 5 percent to 11 percent.
Vesting
The amounts in Participants' accounts, including Company contributions,
were fully vested at all times.
5
Employees' Savings Plan of
Central Illinois Light Company
Notes to Financial Statements
December 31, 2003 and 2002
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Payment of Benefits
Upon termination of service, a Participant could 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 could elect to defer distribution to a
date up to the Participant's normal retirement date.
Plan Termination
The Plan was terminated upon the merger into the Successor Plan. Ameren
intends to continue the Successor Plan indefinitely. However, Ameren may at
any time and for any reason, subject to ERISA and Internal Revenue Service
regulations, suspend or terminate the Successor Plan provided that such
action does not retroactively adversely affect the rights of any
Participant under the Successor 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, except that benefit payments to Participants
are recorded upon distribution.
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, 2003 and 2002, 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 Ameren and AES common stock
was determined using year-end published market prices. Investments in
equity securities are valued at net asset market value including accrued
income on the last business day of each year. Participant loans are valued
at cost, which approximates fair market value. In December 2003, the Plan
discontinued the use of the Self-direct Account as an investment option
under the Plan.
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 was recorded on the accrual basis. Dividend income was
recorded on the ex-dividend date.
Gains and losses on security transactions were recorded on the trade date.
Net unrealized appreciation or depreciation for the year was reflected in
net appreciation (depreciation) in fair value of investments on the
Statement of Changes in Net Assets Available for Benefits.
6
Employees' Savings Plan of
Central Illinois Light Company
Notes to Financial Statements
December 31, 2003 and 2002
- --------------------------------------------------------------------------------
Administrative Expenses
The Company paid 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 were paid from
the assets of that investment fund.
3. Investments
The following table presents investments of the Plan at December 31, 2003 and 2002, respectively:
2003 2002
Investments at Fair Value as Determined by
Quoted Market Price
Common Stock
Ameren Corporation $ 1,369,268 $ -
The AES Corporation (1) 8,795,987 3,087,471
Common/Collective Trust
Merrill Lynch Equity Index Trust I (1) 24,573,929 19,388,721
Mutual Funds
Ariel Appreciation Fund (1) 10,798,583 8,602,177
PIMCO Total Return Fund Class A (1) 6,892,014 6,415,702
Templeton Foreign Fund 5,443,786 4,166,017
Merrill Lynch Global Allocation Fund Class A 5,305,555 3,924,821
AIM Small Cap Growth Fund Class A 1,486,244 840,047
Alliance Growth and Income 1,207,793 612,301
One Group Small Cap Value Class A 1,141,958 390,693
Merrill Lynch Fundamental Growth Fund Class A 1,097,013 397,057
Dreyfus Founders Discovery Fund 620,789 411,391
Self-direct Account 62 834,044
Investments at Estimated Fair Value
Common/Collective Trusts
Merrill Lynch Retirement Preservation Trust (1) 38,084,049 39,139,920
Loan Fund 2,662,214 2,767,827
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Total investments $109,479,244 $ 90,978,189
================= =================
(1)Investments that represent 5 percent or more of the Plan's net assets.
7
Employees' Savings Plan of
Central Illinois Light Company
Notes to Financial Statements
December 31, 2003 and 2002
- --------------------------------------------------------------------------------
During 2003 and 2002, the Plan's investments (including investments bought,
sold, and held during the year) appreciated (depreciated) in value as
follows:
2003 2002
Investments at Fair Value as Determined by
Quoted Market Price
Common Stock $ 6,440,576 $(8,509,218)
Mutual Funds 6,348,633 (3,029,510)
Common/Collective Trusts 5,532,430 (5,738,554)
----------------- -----------------
Net change in fair value $18,321,639 $ (17,277,282)
================= =================
4. Transaction with Parties-in-Interest
At December 31, 2003, the Plan held Ameren common stock with a cost and
market value of $1,281,922 and $1,369,268, respectively. During 2003, the
Plan purchased shares at a cost of $1,424,680 and sold shares at a cost of
$142,758.
At December 31, 2003, the Plan held AES common stock with a cost and market
value of $9,528,960 and $8,795,987, respectively. During 2003, the Plan
purchased shares at a cost of $105,800 and sold shares at a cost of
$311,914.
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, 2003, the Plan held investments in various accounts that
are related to Merrill Lynch. At December 31, 2003, these investments had a
cost and market value of $68,282,542 and $69,060,546, respectively. At
December 31, 2002, these investments had a cost and market value of
$68,604,693 and $62,850,519, respectively.
These transactions were allowable party-in-interest transactions under
Section 408(b)(8) of the ERISA regulations.
8
Employees' Savings Plan of
Central Illinois Light Company
Notes to Financial Statements
December 31, 2003 and 2002
- --------------------------------------------------------------------------------
5. 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, 2003 and 2002.
See Note 1 for additional information relating to the merger of the Plan
with the Successor Plan.
2003 2002
Net assets available for benefits per the
financial statements $ 109,799,392 $ 91,780,502
Amounts allocated to withdrawing Participants - (802,007)
Plan transfer out (109,799,392) -
----------------- -----------------
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 to the Form 5500 for the years ended December 31, 2003
and 2002:
2003 2002
Benefits paid to Participants per the
financial statements $ 9,114,652 $ 4,394,007
Add: Amounts allocated to withdrawing Participants
during the current year - 802,007
Less: Amounts allocated to withdrawing Participants
during the prior year (802,007) -
----------------- -----------------
Benefits paid to Participants per the Form 5500 $ 8,312,645 $ 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.
6. Federal Income Tax Status
The Company obtained a favorable determination letter June 3, 2003, in
which the Internal Revenue Service stated that the Plan was in compliance
with the applicable requirements of the Internal Revenue Code (the "Code").
The Plan had been amended since receiving the determination letter.
However, prior to the merger with the Successor Plan, the Company believed
that the Plan was designed and operated in compliance with the applicable
requirements of the Code, and therefore, the Plan qualified under Section
401(a) and the related trust continued to be tax-exempt as of December 31,
2003. Therefore, no provision for income taxes was included in the Plan's
financial statements.
9
Employees' Savings Plan of
Central Illinois Light Company
Schedule of Assets (Held at End of Year)
December 31, 2003 Schedule 1
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(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 Merrill Lynch Retirement Preservation Trust $ 38,084,049
* Merrill Lynch Merrill Lynch Equity Index Trust I 24,573,929
Ariel Capital Management Ariel Appreciation Fund 10,798,583
* The AES Corporation AES Common Stock 8,795,987
Pacific Investment Management Company PIMCO Total Return Fund Class A 6,892,014
Franklin Templeton Investments Templeton Foreign Fund 5,443,786
* Merrill Lynch Merrill Lynch Global Allocation Fund Class A 5,305,555
* ** Participants Loan Fund 2,662,214
AIM Investments AIM Small Cap Growth Fund Class A 1,486,244
* Ameren Corporation Ameren Common Stock 1,369,268
Alliance Capital Management Alliance Growth and Income 1,207,793
Banc One Investments One Group Small Cap Value Class A 1,141,958
* Merrill Lynch Merrill Lynch Fundamental Growth Fund Class A 1,097,013
Founders Asset Management Dreyfus Founders Discovery Fund 620,789
Merrill Lynch Self-direct Account 62
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$109,479,244
================
* Investment represents allowable transaction with a party-in-interest.
** Interest rates ranging from 5 percent to 11 percent, maturing through 2017.
Note: Information pertaining to column (d) was omitted because it was not
applicable.
10
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 28, 2004
EXHIBIT INDEX
Exhibit No. Description
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23.1 Consent of Independent Auditors - PricewaterhouseCoopers LLP