Ameren Corporation 11-K IBEW No. 702 Savings Plan
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, 2004
(
)
TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ________
to
________
COMMISSION
FILE NUMBER 1-14756
A.
Full title of the plan and the address of the plan, if different
from
that
of
the issuer names below:
AMEREN
CORPORATION EMPLOYEE
LONG-TERM
SAVINGS PLAN - IBEW NO. 702
(formerly
known as the Central Illinois Public Service Company
Employee
Long - Term Savings Plan - IBEW 702)
B.
Name of issuer of securities held pursuant to the plan and the
address
of its principal
executive
office:
Ameren
Corporation
1901
Chouteau Avenue
St.
Louis, Missouri 63103
Employee
Long-Term
Savings
Plan - IBEW No. 702
Financial
Statements
December
31, 2004 and 2003
Ameren
Corporation
Employee
Long-Term Savings
Plan - IBEW No. 702
Index
December
31, 2004 and 2003
Page(s)
Report
of Independent Registered Public Accounting Firm
|
1
|
Financial
Statements
|
|
Statements
of Net Assets Available for Benefits
|
2
|
Statements
of Changes in Net Assets Available for Benefits
|
3
|
Notes
to Financial Statements
|
4-8
|
Note:
Schedules
required by 29 CFR 2520.103-10 of the Department of Labor’s Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security
Act of 1974 (“ERISA”), as amended, have been omitted because they are not
applicable.
Report
of Independent Registered Public Accounting Firm
To
the
Participants and Administrator of the
Ameren
Corporation Employee Long-Term
Savings
Plan - IBEW No. 702
In
our
opinion, the accompanying statements of net assets available for benefits
and
the related statements of changes in net assets available for benefits present
fairly, in all material respects, the net assets available for benefits of
the
Ameren Corporation Employee Long-Term Savings Plan - IBEW No. 702 (the “Plan”)
at December 31, 2004 and 2003, 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). 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, 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
13,
2005
Ameren
Corporation
Employee
Long-Term Savings
Plan - IBEW No. 702
Statements
of Net Assets Available for Benefits
December
31, 2004 and 2003
|
2004
|
|
2003
|
|
|
|
|
|
|
Assets
|
|
|
|
|
Investments
in Central Illinois Public Service
|
|
|
|
|
Company Master Long-Term Savings Trust (Note 6)
|
$
46,021,108
|
*
|
$
40,754,242
|
*
|
|
|
|
|
|
Cash
|
867
|
|
792
|
|
|
|
|
|
|
Receivables
|
|
|
|
|
Participant
contributions
|
143,860
|
|
133,164
|
|
Employer
contributions
|
18,366
|
|
23,397
|
|
Dividends
and interest
|
21,864
|
|
21,449
|
|
Due
from broker for securities sold
|
160
|
|
14,510
|
|
|
|
|
|
|
Total
receivables
|
184,250
|
|
192,520
|
|
|
|
|
|
|
Total
assets
|
46,206,225
|
|
40,947,554
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Accrued
expenses
|
-
|
|
13,966
|
|
|
|
|
|
|
Net
assets available for benefits
|
$
46,206,225
|
|
$
40,933,588
|
|
* Represents
five percent or more of net assets available for benefits.
The
accompanying notes are an integral part of these financial
statements.
2
Ameren
Corporation
Employee
Long-Term Savings
Plan - IBEW No. 702
Statements
of Changes in Net Assets Available for Benefits
Years
Ended December 31, 2004 and 2003
|
2004
|
|
2003
|
|
|
|
|
Additions
|
|
|
|
Plan
interest in Central Illinois Public Service Company
|
|
|
|
Master Long-Term Savings Trust (Note 6)
|
$
|
4,211,859
|
|
$
|
6,606,177
|
Participant
contributions
|
|
3,155,261
|
|
|
3,176,552
|
Employer
contributions
|
|
396,797
|
|
|
416,884
|
Plan
transfer in (Note 1)
|
|
17,749
|
|
|
-
|
|
|
|
|
|
|
Total
additions
|
|
7,781,666
|
|
|
10,199,613
|
|
|
|
|
|
|
Deductions
|
|
|
|
|
|
Benefits
paid to participants
|
|
2,504,031
|
|
|
1,839,159
|
Administrative
expenses
|
|
4,103
|
|
|
17,166
|
Plan
transfer out (Note 1)
|
|
895
|
|
|
202,740
|
|
|
|
|
|
|
Total
deductions
|
|
2,509,029
|
|
|
2,059,065
|
|
|
|
|
|
|
Net
increase
|
|
5,272,637
|
|
|
8,140,548
|
|
|
|
|
|
|
Net
assets available for benefits
|
|
|
|
|
|
Beginning
of the year
|
|
40,933,588
|
|
|
32,793,040
|
|
|
|
|
|
|
End
of the year
|
$
|
46,206,225
|
|
$
|
40,933,588
|
The
accompanying notes are an integral part of these financial
statements.
3
Ameren
Corporation
Employee
Long-Term Savings
Plan - IBEW No. 702
Notes
to Financial Statements
Years
Ended December 31, 2004 and 2003
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 - IBEW No. 702 (the “Plan”). The
Plan provides for the investment in certain funds by each participating employee
(“Participants”) who are members of the IBEW No. 702 collective bargaining unit
employed by Central Illinois Public Service Company, a wholly owned subsidiary
of the Company or Ameren Energy Generating Company, an indirectly wholly owned
subsidiary of the Company (“Participating Subsidiaries”), as applicable.
Participants should refer to the Plan document for more complete information.
The
Company adopted the Plan on January 1, 1990, to provide a systematic
means
by which certain eligible employees of the Company may adopt a regular savings
program and secure federal income tax benefits resulting from participation
in
the Plan. The Plan is a defined contribution plan subject to certain provisions
of ERISA, as amended, and regulations of the Securities and Exchange Commission.
The
Company serves as sponsor of the Plan, and, consequently, has the authority
to
amend or terminate the Plan subject to certain restrictions. The Board of
Directors of the Company has the authority and responsibility for the general
administration of the Plan. Merrill Lynch & Co., Inc. (“Merrill Lynch”), as
Trustee, has the authority and responsibility to hold and protect the assets
of
the Plan in accordance with Plan provisions and with the Central Illinois Public
Service Company Master Long-Term Savings Trust (the “Master Trust”).
Participation
Each
employee of the Participating Subsidiaries receiving regular salary or wages
who
is part of the IBEW Local No. 702 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
The
Plan
allows Participants to contribute up to the lesser of one to 100 percent of
their base compensation, or the
maximum prescribed by applicable law ($13,000 in 2004 and $12,000 in 2003),
annually to the Plan through payroll deductions (basic contributions). The
Company makes a matching contribution equal to $.25 for each $1.00 on the first
six percent of a Participant’s contribution. Company contributions are made in
accordance with specific agreements between the Company and the collective
bargaining unit. All Company matching contributions are made to the extent
sufficient earnings are available, as described in the Plan document.
The
Plan
permits “catch-up” contributions for all employees age 50 and older. Eligible
employees could contribute $3,000 in 2004 and $2,000 in 2003 as a “catch-up”
contribution. The Company does not match “catch-up” contributions.
Participants
direct their basic contributions and the Company's basic matching contributions
by electing that such contributions be placed in a single investment fund or
allocated in increments of one percent to any combination of available
investment funds. Such fund allocation elections may be changed daily. Earnings
derived from the assets of any investment fund are reinvested in the
Ameren
Corporation
Employee
Long-Term Savings
Plan - IBEW No. 702
Notes
to Financial Statements
Years
Ended December 31, 2004 and 2003
fund
to
which they relate. Participants may elect daily to reallocate all or in one
percent increments, the value of their accounts between funds. Pending
investment of the assets into any investment fund, the Trustee may temporarily
purchase short-term investments on behalf of participants.
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, 2004
and
2003, the interest rates on Participant loans ranged from 4.0 percent to 9.5
percent.
Vesting
The
amounts in Participants' accounts, including Company contributions, are fully
vested at all times.
Payment
of Benefits
Upon
termination of employment for any reason, a Participant will be entitled to
receive the balance in the Participant’s account less the unpaid amount of any
outstanding loan, including accrued interest. Generally, distributions will
be
made in a lump sum; however, in certain circumstances a Participant may also
elect to receive his/her distribution in installments. Certain distributions
may
be deferred until a Participant reaches age 70 1/2, dies, or requests an earlier
distribution, whichever occurs first.
Plan
Transfers
For
2004,
Plan transfers in and out represent amounts of the Participants’ account
balances which were transferred between the Plan and the Ameren Corporation
Employee Long-Term Savings Plan - IUOE No. 148 during the year. For 2003, Plan
transfers out represent Participants’ account balances which were transferred
from the Plan into the Ameren Corporation Savings Investment Plan. In each
year,
plan transfers were due to participants changing their participant status,
such
as transferring to a different collective bargaining unit or transferring from
a
collective bargaining unit to a management position.
Plan
Termination
The
Company has the right under the Plan to discontinue its contributions at
any
time and to terminate the Plan subject to the provisions of ERISA. In the
event
of Plan termination, participants will become 100 percent vested in their
accounts. Any unallocated assets of the Plan shall be allocated to participant
accounts and distributed in such a manner as the Company may
determine.
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.
Ameren
Corporation
Employee
Long-Term Savings
Plan - IBEW No. 702
Notes
to Financial Statements
Years
Ended December 31, 2004 and 2003
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of
the financial statements and the reported amounts of changes in net assets
available for benefits during the reporting period. Actual results could differ
from those estimates.
Investments
All
investments held by the Master Trust are presented at fair value as of December
31, 2004 and 2003. The fair value of the Ameren Common Stock Fund was determined
using year-end published market prices. Investments in equity securities and
bonds are valued at published net asset market values including accrued income
on the last business day of each year. Investments in the BGI Money Market
Fund
and Merrill Lynch Retirement Preservation Trust are valued at cost plus accrued
income, which approximates market value. Participant loans are valued at cost
which approximates 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.
Administrative
Expenses
In
general, expenses to administer the Plan, including fees and expenses of the
Trustee, are paid by the Company, except as provided for in the Plan provisions.
All transaction fees of an investment fund are paid from the assets of that
investment fund.
3. |
Transactions
with Parties-in-Interest
|
At
December 31, 2004, the Master Trust held Company common stock for the Plan
with
a cost and market value of $12,098,501 and $13,178,433, respectively. During
2004, the Plan purchased shares at a cost of $2,326,091 and sold shares valued
at $1,773,044.
At
December 31, 2003, the Master Trust held Company common stock for the Plan
with
a cost and market value of $10,644,535 and $11,709,230, respectively. During
2003, the Plan purchased shares at a cost of $1,813,015 and sold shares valued
at $1,087,511.
At
December 31, 2004, the Master Trust held investments in various accounts for
the
Plan that are related to Merrill Lynch, the Plan’s Trustee. At December 31,
2004, these investments had a cost and market value of $21,368,536 and
$23,144,986, respectively.
At
December 31, 2003, the Master Trust held investments in various accounts for
the
Plan that are related to Merrill Lynch, the Plan’s Trustee. At December 31,
2003, these investments had a cost and market value of $11,182,491 and
$13,518,178, respectively.
Ameren
Corporation
Employee
Long-Term Savings
Plan - IBEW No. 702
Notes
to Financial Statements
Years
Ended December 31, 2004 and 2003
These
transactions are allowable party-in-interest transactions under Section
408(b)(8) of the ERISA regulations.
4. |
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, 2004 and
2003:
|
2004
|
|
2003
|
|
|
|
|
Net
assets available for benefits per the
|
|
|
|
|
|
financial statements
|
$
|
46,206,225
|
|
$
|
40,933,588
|
Amounts
allocated to withdrawing Participants
|
|
(867
|
)
|
|
-
|
|
|
|
|
|
|
Net
assets available for benefits per the Form 5500
|
$
|
46,205,358
|
|
$
|
40,933,588
|
The
following is a reconciliation of benefits paid to Participants per the financial
statements to the Form 5500 for the years ended December 31, 2004 and
2003:
|
2004
|
|
2003
|
|
|
|
|
Benefits
paid to Participants per the
|
|
|
|
|
|
financial statements
|
$
|
2,504,031
|
|
$
|
1,839,159
|
Add:
Amounts allocated to withdrawing
|
|
|
|
|
|
Participants during the current year
|
|
867
|
|
|
-
|
Less:
Amounts allocated to withdrawing
|
|
|
|
|
|
Participants during the prior year
|
|
-
|
|
|
-
|
|
|
|
|
|
|
Benefits
paid to Participants per the Form 5500
|
$
|
2,504,898
|
|
$
|
1,839,159
|
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. |
Federal
Income Tax Status
|
The
Company received a favorable determination letter from the Internal Revenue
Service dated May 29, 2002, concerning the qualification of the Plan under
federal income tax regulations. In addition, the Company also received a
favorable determination letter from the Internal Revenue Service dated December
8, 1986, concerning qualification of the Master Trust under federal income
tax
regulations. Management believes that the Plan is currently designed and is
being operated in compliance with requirements of the Internal Revenue Code
and
that the Plan is tax exempt as of the financial statement date.
6. |
Participation
in Master Trust
|
The
Master Trust was established April 1, 1985, to serve as the funding vehicle
for
the Plan and for the other separate Employee Long-Term Savings Plan, which
is
for the members of the IUOE No. 148 collective bargaining unit employed by
Ameren Energy Generating Company. At December
Ameren
Corporation
Employee
Long-Term Savings
Plan - IBEW No. 702
Notes
to Financial Statements
Years
Ended December 31, 2004 and 2003
31,
2004
and 2003, the Plan’s interest in the net assets of the Master Trust was
approximately 61 percent and 59 percent, respectively. Investment income
(loss),
gains and losses, and administrative expenses relating to the Master Trust
are
allocated to the Participant’s account balance based on the percentage of the
Participant’s account balance to the total of all Participants’ account balances
in each investment fund as of each valuation date.
The
following table presents the fair value of investments for the Master Trust
at
December 31, 2004 and 2003:
|
2004
|
|
2003
|
|
|
|
|
Investments
at Fair Value
|
|
|
|
Ameren
Common Stock Fund
|
$
|
24,515,713
|
|
$
|
21,121,177
|
Merrill
Lynch Equity Index Trust
|
|
16,484,217
|
|
|
14,761,489
|
Merrill
Lynch Growth Equity Fund
|
|
9,995,595
|
|
|
9,010,167
|
AIM
Premier Equity Fund
|
|
4,689,202
|
|
|
4,365,812
|
BGI
Government Corporate Bond Index Fund
|
|
3,473,606
|
|
|
3,238,826
|
Merrill
Lynch Global Allocation Fund
|
|
2,508,102
|
|
|
1,732,344
|
Merrill
Lynch Balanced Capital Fund
|
|
1,366,341
|
|
|
1,242,312
|
|
|
|
|
|
|
Investments
at Estimated Fair Value
|
|
|
|
|
|
Merrill
Lynch Retirement Preservation Trust
|
|
5,787,683
|
|
|
5,570,523
|
BGI
Money Market Fund
|
|
4,284,523
|
|
|
5,157,889
|
Participant
Loan Fund
|
|
2,319,429
|
|
|
2,361,913
|
|
|
|
|
|
|
Total
Master Trust investments
|
$
|
75,424,411
|
|
$
|
68,562,452
|
Investment
income for the Master Trust for the years ended December 31, 2004 and 2003
is as
follows:
|
2004
|
|
2003
|
|
|
|
|
Interest
and dividends
|
$
|
1,742,399
|
|
$
|
1,628,387
|
Net
appreciation in fair value and estimated fair value
|
|
|
|
|
|
of investments
|
|
5,190,748
|
|
|
9,026,400
|
|
|
|
|
|
|
|
$
|
6,933,147
|
|
$
|
10,654,787
|
SIGNATURES
The
Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused
this
annual
report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
|
|
|
AMEREN CORPORATION
LONG-TERM SAVINGS PLAN -
IBEW NO. 702
AMEREN
SERVICES COMPANY
(Administrator)
|
|
|
|
Date:
June 28, 2005 |
By: |
/s/
Donna K. Martin |
|
Donna
K. Martin |
|
Senior
Vice President and
Chief Human Resources
Officer
|
EXHIBIT
INDEX
Exhibit
No.
Description
23 Consent
of Independent Registered Public Accounting Firm