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
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COMMISSION FILE NUMBER 1-14756
AMEREN CORPORATION
SAVINGS INVESTMENT PLAN
Issuer: Ameren Corporation
1901 Chouteau Avenue
St. Louis, Missouri 63103
(Principal Executive Office)
Ameren Corporation
Savings Investment Plan
Report, Financial Statements and Additional Information
December 31, 2001 and 2000
Ameren Corporation
Savings Investment Plan
Index to Report, Financial Statements
and Additional Information
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 4-11
Additional Information*:
Schedule of Assets (Held at End of Year)
December 31, 2001 Schedule I
* 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 Accountants
To the Participants and Administrator of
the Ameren Corporation
Savings Investment Plan
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 Savings Investment Plan (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.
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.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
St. Louis, Missouri
June 27, 2002
Ameren Corporation
Savings Investment Plan
Statement of Net Assets Available for Benefits
December 31, 2001 and 2000
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December 31,
2001 2000
Investments (see Note 3) $683,613,115 $683,128,881
Cash 388,626 --
Receivables:
Participant contributions 1,353,420 1,152,583
Employer contributions 568,020 469,767
Dividends and interest 35,356 376,108
Due from broker for securities sold 1,014,395 --
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Net assets available for benefits $686,972,932 $685,127,339
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The accompanying notes are an integral part of these financial statements.
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Ameren Corporation
Savings Investment Plan
Statement of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2001 and 2000
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For the year ended December 31,
2001 2000
Investment (loss) income:
Interest and dividends $ 15,069,266 $ 16,375,021
Net (depreciation) appreciation
in fair value of investments (49,526,185) 48,893,251
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(34,456,919) 65,268,272
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Participant contributions 39,907,028 33,399,018
Employer contributions 12,511,947 11,076,019
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52,418,975 44,475,037
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Plan transfer in (see Note 7) 20,211,328 --
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Benefits paid to participants 36,247,614 49,542,280
Administrative expenses 80,177 75,128
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36,327,791 49,617,408
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Net increase 1,845,593 60,125,901
Net assets available for benefits:
Beginning of year 685,127,339 625,001,438
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End of year $ 686,972,932 $ 685,127,339
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The accompanying notes are an integral part of these financial statements.
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Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
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) Savings Investment Plan (the Plan). Participants
should refer to the Plan document for more complete information.
The Plan's purpose is to provide certain management and contract employees
of the Company and its wholly-owned subsidiaries the option to defer a
portion of their annual base compensation for Federal income tax purposes
in accordance with Section 401(k) of the Internal Revenue Code. The Plan is
subject to certain provisions of the Employee Retirement Income Security
Act of 1974 (ERISA), as amended, and regulations of the Securities and
Exchange Commission.
The Company serves as sponsor of the Plan, and, consequently, has the
authority to amend or terminate the Plan subject to certain restrictions.
The Board of Directors of the Company has the authority and responsibility
for the general administration of the Plan. The Northern Trust Company, as
Trustee, has the authority and responsibility to hold and protect the
assets of the Plan in accordance with Plan provisions and the separate
Trust Agreement.
Effective January 1, 2001, the Ameren Corporation Employee Stock Ownership
Plan for Certain Employees of CIPS, which was a plan that provided eligible
Company employees with ownership shares of Company stock, was merged with
the Plan (see Note 7).
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 Company common stock instead of being purchased in the
open market.
Participation
The Plan covers substantially all employees of the Company except contract
employees covered by a collective bargaining agreement between AmerenCIPS
Local 702 IBEW or AmerenCIPS Local 148 IUOE and the Company. Effective July
1, 2001, the Plan was amended to allow AmerenCIPS Local 148 (Clerical) to
participate in the Plan. All regular full time employees are eligible to
participate upon employment. Participation by eligible employees is
voluntary.
Contributions Participants may contribute from 1% up to 15% of their base
compensation to the Plan through payroll deductions. Company matching
contributions for contract employees are made based on specific agreements
between the Company and the individual collective bargaining units. For
management employees, the Company makes a matching contribution ranging
from $.25 to $.75 for each $1.00 up to the first 6% of each participant's
contribution (basic matching contribution). In addition, the Company will
contribute $.25 for each $1.00 for the next 3% of a management
participant's contribution (additional matching contribution). For contract
employees, the Company makes a matching contribution ranging from $.15 to
$.75 for each $1.00 up to the first 6% of each participant's contribution
(basic matching contribution). In addition,
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Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
December 31, 2001 and 2000
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the Company will contribute $.10 to $.25 for each $1.00 up to 3% of a
participant's contribution (additional matching contribution). 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.
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.
Participant Loans
The Plan permits participants to borrow from their accounts within the
Plan. Such borrowings may be made subject to the following: (1) the minimum
amount of the loan is $1,000, (2) the amount of the loan may not exceed the
lesser of $50,000 or fifty percent of the vested amount in the
participant's account, (3) the loan will bear a fixed interest rate and
repayments will be made through mutual agreement subject to certain
statutory repayment time limits, (4) the fixed interest rate will be equal
to the "corporate base rate of interest" as announced by the Trustee plus
1%, and (5) 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 7% to 10.5%.
Vesting
The amounts in participants' accounts, including Company contributions, are
fully vested at all times.
Payment of Benefits
The total amount of a participant's account shall be distributed to the
participant according to one of the options as described in the Plan
document and as elected by the participant. A participant whose account
balance is $5,000 or greater may defer distribution until December 31 of
the year they attain age 70-1/2 but no later than April 1 of the year
following the participant's attaining age 70-1/2. If the balance of the
account is less than $5,000, the distribution shall be made no later than
120 days after close of the plan year. All distributions shall be in the
form of cash. Participants may elect to have his or her interest in the
Ameren Stock Fund, if applicable, distributed in shares of Ameren common
stock. Participants may withdraw certain basic contributions and related
earnings thereon upon reaching age 59-1/2, in the event of total disability
or financial hardship as defined by the Plan or the Code. For purposes of
distributions, the participant's account value will be determined as of the
last business day coincident with or immediately preceding the day of
distribution. Contributions to the Plan and investment income thereon are
taxable to participants upon distribution pursuant to the rules provided
for under the Plan and the Internal Revenue Code.
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Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
December 31, 2001 and 2000
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The Plan also provides, to participants of the former Union Electric
Company Employee Stock Ownership Plan and the former Ameren Corporation
Employee Stock Ownership Plan for Certain Employees of CIPS and at the
discretion of the Company, for distribution prior to termination of
employment of (a) all or a portion of a participant's account balance
acquired at least 84 months prior to a distribution and (b) any portion of
a participant's account balance acquired by dividends or other income.
Plan Termination
The Company intends to continue the Plan indefinitely. However, the Company
may at any time and for any reason, subject to ERISA and Internal Revenue
Service regulations, suspend or terminate the Plan provided that such
action does not retroactively adversely affect the rights of any
participant under the Plan.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements of the Plan are prepared on the
accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of changes in net assets 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 Northern Trust Company's
Short-term Fund and the T. Rowe Price Stable Value Common Trust Fund are
valued at cost plus accrued income, which approximates market. Participant
loans are valued at cost which approximates fair market value.
Investment securities are exposed to various risks, such as interest rate,
market, and credit. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to changes in
the value of investment securities, it is at least reasonably possible that
changes in risks in the near term could materially affect the amounts
reported in the Statement of Net Assets Available for Benefits.
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Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
December 31, 2001 and 2000
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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 on the
Statement of Changes in Net Assets Available for Benefits.
Expenses
Trustee fees incurred in administering the Plan are charged to the Plan.
Benefit Payments
Benefit payments are recorded when paid.
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Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
December 31, 2001 and 2000
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3. Investments
The following table presents investments of the Plan.
December 31
2001 2000
Investments at Fair Value as Determined
By Quoted Market Price
Common Stock:
Ameren Corporation, $.01 par value $180,505,606 $169,135,704
Managed Equity Funds:
MSIF Trust Fund 124,134,320 126,066,390
Barclays Global Investors Equity Index Fund 46,661,437 54,263,419
Vanguard US Growth Fund 39,883,621 59,519,864
Washington Mutual Investors Fund 87,789,899 80,059,794
Vanguard Asset Allocation Fund
Vanguard Asset Allocation Fund 68,541,101 75,163,540
Vanguard Extended Market Index Fund 5,349,502 --
Managed International Equity Fund:
American Funds Group Europacific Growth Fund 21,609,653 27,460,114
Investments at Estimated Fair Value
T. Rowe Price Stable Value Common Trust Fund 85,156,018 70,965,971
MFO Pimco Funds 4,522,490 --
Northern Trust Company's Short-Term Investment Fund 3,184,174 4,436,206
Participant Loans 16,275,294 16,057,879
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$683,613,115 $683,128,881
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Investments that represent 5 percent or more of the Plan's net assets.
Non-participant directed portion is $36,441,059, and $33,571,135 at
December 31, 2001 and 2000, respectively.
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Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
December 31, 2001 and 2000
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During 2001 and 2000, the Plan's investments (including investments bought,
sold, and held during the year) appreciated (depreciated) in value as follows:
Year Ended December 31,
2001 2000
Investments at Fair Value as Determined
By Market Price
Managed Fund Investments $(33,661,710) $ (5,038,617)
Ameren Corporation Common Stock (15,856,027) 53,929,195
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Net change in fair value (49,517,737) 48,890,578
Investments at Estimated Fair Value
Short-term Investments (8,448) 2,673
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Net change in fair value $(49,526,185) $ 48,893,251
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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 2000
Net assets:
Ameren Corporation common stock $ 36,441,059 $ 33,571,135
Employer contributions receivable 332,379 274,908
Changes in net assets:
Dividends 1,985,449 1,671,933
Net (depreciation) appreciation in fair
value of investments (2,731,877) 9,242,845
Employer contributions 4,426,367 4,023,598
Benefits paid to participants 583,065 856,152
5. Transactions with Parties-in-Interest
At December 31, 2001, the Plan held Company common stock with a cost and
market value of $135,847,679 and $180,505,606, respectively. During 2001,
the Plan purchased shares at a cost of $17,671,216 and sold shares valued
at $6,327,522, resulting in a net realized gain of $1,824,049. The Plan
also distributed shares valued at $3,243,979 to persons withdrawing from
the Plan.
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Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
December 31, 2001 and 2000
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At December 31, 2000, the Plan held Company common stock with a cost and
market value of $112,233,148 and $169,135,704, respectively. During 2000,
the Plan purchased shares at a cost of $16,685,329 and sold shares valued
at $29,781,870, resulting in a net realized gain of $6,318,759. The Plan
also distributed shares valued at $4,174,577 to persons withdrawing from
the Plan.
The Plan held $3,184,174 and $4,436,206 in Northern Trust Company's
Collective Short-term Investment Fund at December 31, 2001 and 2000,
respectively.
These transactions are allowable party-in-interest transactions under
Section 408(b)(8) of the ERISA regulations.
6. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
December 31,
2001 2000
Net assets available for benefits per the
financial statements $ 686,972,932 $ 685,127,339
Amounts allocated to withdrawing participants (428,138) (1,370,831)
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Net assets available for benefits per the
Form 5500 $ 686,544,794 $ 683,756,508
============== ==============
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year Ended December 31,
2001 2000
Benefits paid to participants per the
financial statements $ 36,247,614 $ 49,542,280
Add: Amounts allocated to withdrawing
participants during the current year 428,138 1,370,831
Less: Amounts allocated to withdrawing
Participants during the prior year (1,370,831) (250,899)
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Benefits paid to participants per the Form 5500 $ 35,304,921 $ 50,662,212
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Ameren Corporation
Savings Investment Plan
Notes to Financial Statements
December 31, 2001 and 2000
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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, 2001 and 2000, as applicable, but not yet paid as of that
date.
7. Other Matters
Effective January 1, 2001, the Plan was amended to merge the assets of the
Ameren Corporation Employee Stock Ownership Plan for Certain Employees of
CIPS into the Plan. The assets transferred into the Plan consisted of
436,088 shares of Ameren stock as of the date of the transfer with a fair
market value of $20,211,328.
8. Federal Income Tax Status
The Plan obtained its latest determination letter July 31, 2001, in which
the Internal Revenue Service stated that the Plan was in compliance with
the applicable requirements of the Internal Revenue Code. The Company is
currently amending the Plan document to reflect changes that are effective
in 2002. The Company believes that the Plan currently is designed and being
operated in compliance with the applicable requirements of the Internal
Revenue Code and, therefore, the Plan continues to qualify under Section
401(a) and the related trust continues to be tax-exempt as of December 31,
2001. Therefore, no provision for income taxes has been included in the
Plan's financial statements.
9. Subsequent Event
Effective June 1, 2002, with the passage of the Economic Growth and Tax
Relief Reconciliation Act (EGTRRA), the Plan was changed to designate the
Ameren 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. Effective
July 1, 2002, the Plan was also changed to allow management employees to
contribute up to 50% of their base pay to the Plan, subject to ERISA
limitation requirements, and the "catch up" contribution provision of
EGTRRA for all employees age 50 and older was implemented as well.
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Ameren Corporation Schedule I
Savings Investment Plan
Schedule of Assets (Held at End of Year)
December 31, 2001
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(a) (b) (c) (e)
Identity of issue, borrower, Description of investment including
lessor or similar party maturity date, rate of interest, Current
collateral, par, or maturity value value
Massachusetts Funds MSIF Trust Fund $124,134,320
Barclays Global Investment Funds, Inc. Barclays Global Investors' Equity Index Fund 46,661,437
The American Funds Group Europacific Growth Fund 21,609,653
Vanguard Group Vanguard US Growth Fund 39,883,621
Washington Mutual Investments Washington Mutual Investors Fund 87,789,899
Vanguard Group Vanguard Asset Allocation Fund 68,541,101
Vanguard Group Vanguard Extended Market Index Fund 5,349,502
* Northern Trust Company Short-term Investment Fund 3,184,174
T. Rowe Price Stable Asset Management T. Rowe Price Stable Value Common Trust Fund 85,156,018
* Ameren Corporation Ameren Common Stock Fund 180,505,606
Pacific Investment Management Company MFO Pimco Funds 4,522,490
** Participants Participant Loans 16,275,294
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$683,613,115
============
* Investment represents allowable transaction with a party-in-interest
** Interest rates vary from 7.0% to 10.5% and loan maturity dates extend
from January 2001 through December 2009.
NOTE: Information pertaining to column (d) was not available for
nonparticipant-directed investments.
SIGNATURE
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
SAVINGS INVESTMENT PLAN
AMEREN SERVICES COMPANY
(Administrator)
By /s/ Donna K. Martin
---------------------------
Donna K. Martin
Vice President
June 28, 2002
EXHIBIT INDEX
Exhibits Filed Herewith
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Exhibit No. Description
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23 Consent of Independent Accountants
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 ( Nos. 333-43737 and 333-72156) of Ameren Corporation of
our report dated June 27, 2002 relating to the financial statements of the
Ameren Corporation Savings Investment Plan, which appears in this Form 11-K.
/s/ Pricewaterhouse Coopers LLP
PricewaterhouseCoopers LLP
St. Louis, Missouri
June 27, 2002