ameren11ksip702.htm
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, 2007

OR

(  ) TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from____ to _____                                                                  

COMMISSION FILE NUMBER 1-14756




A.  
Full title of the plan and the address of the plan, if different from
that of the issuer named 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)

No added reference was added to this page on last filing for Local 148

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

 
 

Ameren Corporation
Employee Long-Term
Savings Plan - IBEW No. 702
Financial Statements and Additional Information
December 31, 2007 and 2006
 

 
 
Ameren Corporation
Employee Long-Term Savings Plan – IBEW No. 702
Index
December 31, 2007 and 2006


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
 
4-10
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 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, 2007 and 2006, 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 audits 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.
 
The schedule of assets (held at end of year) that accompanies the Plan’s financial statements does not disclose the historical cost of certain nonparticipant-directed Plan assets held by the Plan’s trustee.  Disclosure of this information is required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
 
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
St. Louis, Missouri
June 27, 2008
 
 
1

 
 
Ameren Corporation
Employee Long-Term Savings Plan – IBEW No. 702
Statements of Net Assets Available for Benefits
December 31, 2007 and 2006


 
2007
   
2006
 
           
Assets
         
Investments (Note 6)
$ 57,944,977     $ 55,169,179  
               
Cash
  1,287       1,341  
               
Receivables
           
 
Participant contributions
  186,319       132,109  
Employer contributions
  21,741       15,936  
Dividends and interest
  7,795       3,986  
Due from broker for securities sold
  2,258       160  
               
Total receivables
  218,113       152,191  
               
Net assets reflecting all investments at fair value
  58,164,377       55,322,711  
               
Adjustment from fair value to contract value for fully benefit-
responsive investment contracts
 
    44,726       87,074  
               
Net assets available for benefits
$ 58,209,103     $ 55,409,785  

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, 2007 and 2006


 
2007
   
2006
 
           
Additions
         
Interest and dividends
$ 1,975,897     $ 1,608,583  
Net appreciation in fair value of investments  (Note 6)
  1,630,181       4,164,542  
Participant contributions
  3,521,544       3,452,768  
Employer contributions
  445,957       432,702  
               
Total additions
  7,573,579       9,658,595  
               
Deductions
             
Benefits paid to participants
  4,769,179       2,819,488  
Administrative expenses
  5,082       3,979  
               
Total deductions
  4,774,261       2,823,467  
               
Net Plan transfers out  (Note 1)
  -       (681,561 )
               
Net increase
  2,799,318       6,153,567  
               
Net assets available for benefits
             
Beginning of the year
  55,409,785       49,256,218  
               
End of the year
$ 58,209,103     $ 55,409,785  
               

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, 2007 and 2006 

 

1.  
Description of the Plan
 
General
The following is a brief summary of the various provisions of the Ameren Corporation 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  (AmerenCIPS), a wholly owned subsidiary of Ameren Corporation (“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 contribute to 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.  See Note 8, Subsequent Event, which discusses the merger of the Plan into the Savings Investment Plan on February 1, 2008.
 
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 ($15,500 in 2007 and $15,000 in 2006), annually to the Plan through payroll deductions (basic contributions).  The Company makes an Employer Basic Matching Contribution equal to $.25 for each $1.00 on the first six percent of a Participant’s contribution. The contribution was increased effective August 1, 2007 for members employed at the Newton, Illinois plant to $.45 for each $1.00 on the first six percent of a Participant’s contribution by adding an Employer Additional Matching Contribution of $.20 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.  The Employer Additional Matching Contributions are invested in the Ameren Common Stock Fund, but participants have the opportunity to immediately allocate these contributions to different investments if so desired.  All Company matching contributions are made to the extent sufficient earnings are available, as described in the Plan document.
 
 
4

 
Ameren Corporation
Employee Long-Term Savings Plan – IBEW No. 702
Notes to Financial Statements
Years Ended December 31, 2007 and 2006 

 
The Plan permits “catch-up” contributions for all employees age 50 and older. Eligible employees could contribute $5,000 in 2007 and $5,000 in 2006 as a “catch-up” contribution. The Company does not match “catch-up” contributions.
 
Participants direct their contributions and a portion of the Company's 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 fund to which they relate.  Participants may elect daily to reallocate the value of their accounts between funds, in whole dollars, percents, or number of shares.  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, 2007 and 2006, 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 2006, Plan transfers out represent Participants’ account balances which were transferred from the Plan into the Ameren Corporation Savings Investment Plan (Savings Investment Plan).  They 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.  Any unallocated assets of the Plan shall be allocated to participant accounts and distributed in such a manner as provided for in the Plan document.  See Note 8, Subsequent Event, which discusses the merger of the Plan into the Savings Investment Plan on February 1, 2008.
 
 
5

 
Ameren Corporation
Employee Long-Term Savings Plan – IBEW No. 702
Notes to Financial Statements
Years Ended December 31, 2007 and 2006 

 
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 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.
 
The Company adopted the provisions of Financial Accounting Standards Board Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the "FSP") as of the plan year ended December 31, 2006.  The FSP requires investment contracts held by defined-contribution plans to be reported at fair value.  Previously, the Plan had reported fully benefit responsive investment contracts at contract value which represents the amount contractually available for participant benefits under the investment contract.  As required by the FSP, the Statement of Net Assets Available for Benefits presents the fair value of the investment contracts as a component of investments.  The difference between the fair value of the investment contracts and the contract value is presented as the "Adjustment from fair value to contract value for fully benefit-responsive investment contracts" in the Statement of Net Assets Available for Benefits.  The adoption of the FSP did not impact the Statement of Changes in Net Assets Available for Benefits.

Investments
All investments are presented at fair value as of December 31, 2007 and 2006.  The fair value of the Ameren Common Stock Fund was determined using the year-end published market price.  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 are valued at cost plus accrued income, which approximates fair value.  Investments in the Merrill Lynch Retirement Preservation Trust are presented at fair value and adjusted to contract value to represent benefits available to Plan participants.  Participant loans are valued at cost which approximates fair 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.
 
 
6

 
Ameren Corporation
Employee Long-Term Savings Plan – IBEW No. 702
Notes to Financial Statements
Years Ended December 31, 2007 and 2006 

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 and investment management fees of an investment fund are paid from the assets of that investment fund.
 
Recent Accounting Pronouncements
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements ("SFAS 157"), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  SFAS 157 clarifies that fair value is a market based measurement that should be determined based on the assumption that market participants would use in pricing an asset or liability.  This standard is effective for the Plan for the 2008 fiscal year.  The Company is in the process of determining the impact of the adoption of SFAS 157, if any; however, at this time it does not expect the impact of adoption to be material.
 
3.  
Transactions with Parties-in-Interest
 
At December 31, 2007, the Plan held Company common stock with a cost and market value of $11,081,006 and $11,241,006 respectively.  During 2007, the Plan purchased shares at a cost of $3,423,417 and sold shares valued at $3,657,890.
 
At December 31, 2006, the Plan held Company common stock with a cost and market value of $11,234,862 and $11,719,800, respectively.  During 2006, the Plan purchased shares at a cost of $1,996,564 and sold shares valued at $4,103,603.
 
At December 31, 2007, the Plan held investments in various investment funds that are related to Merrill Lynch, the Plan’s Trustee.  At December 31, 2007, these investments had a cost and market value of $31,176,420 and $32,467,492, respectively.
 
At December 31, 2006, the Plan held investments in various investment funds that are related to Merrill Lynch, the Plan’s Trustee.  At December 31, 2006, these investments had a cost and market value of $28,165,662 and $30,847,511, respectively.
 
These transactions are allowable party-in-interest transactions under Section 408(b)(8) of ERISA.
 
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, 2007 and 2006:

 
2007
   
2006
 
           
Net assets available for benefits per the
         
 financial statements
$ 58,209,103     $ 55,409,785  
Amounts allocated to withdrawing Participants
  (31,287 )     (1,341 )
Adjustment from contract value to fair value for
             
 fully benefit-responsive investment contracts
  (44,726 )     (87,074 )
               
Net assets available for benefits per the Form 5500
$ 58,133,090     $ 55,321,370  

7

 
Ameren Corporation
Employee Long-Term Savings Plan – IBEW No. 702
Notes to Financial Statements
Years Ended December 31, 2007 and 2006 

 
The following is a reconciliation of total additions per the financial statements to the Form 5500 for the years ended December 31, 2007 and 2006:
 
           
 
2007
   
2006
 
           
Total additions per the financial statements
$ 7,573,579     $ 9,658,595  
Add:  Adjustment from contract value to fair value for
             
 fully benefit-responsive investment contracts as of the
             
 current year-end
  (44,726 )     (87,074 )
Less:  Adjustment from contract value to fair value for
             
 fully benefit-responsive investment contracts as of the
             
 prior year-end
  87,074       -  
               
Total additions per the Form 5500
$ 7,615,927     $ 9,571,521  
 
The following is a reconciliation of benefits paid to Participants per the financial statements to the Form 5500 for the years ended December 31, 2007 and 2006:
 
 
2007
   
2006
 
           
Benefits paid to Participants per the
         
 financial statements
$ 4,769,179     $ 2,819,488  
Add:  Amounts allocated to withdrawing
             
 Participants during the current year
  31,287       1,341  
Less:  Amounts allocated to withdrawing
             
 Participants during the prior year
  (1,341 )     (1,844 )
               
Benefits paid to Participants per the Form 5500
$ 4,799,125     $ 2,818,985  
 
Amounts allocated to withdrawing Participants are recorded on the Form 5500 for requested withdrawals 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.  Effective January 31, 2007, the Company has filed for re-qualification of the Plan with the Internal Revenue Service. 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.

 
8

 
Ameren Corporation
Employee Long-Term Savings Plan – IBEW No. 702
Notes to Financial Statements
Years Ended December 31, 2007 and 2006

 

6.  
Investments
 
The following table presents investments of the Plan at December 31, 2007 and 2006, respectively:
 
 
2007
   
2006
 
Investments at Fair Value
By Quoted Market Price
         
Common Stock
         
Ameren Common Stock Fund(1)
$ 11,241,006     $ 11,719,800  
               
Managed Domestic Equity Funds
             
Merrill Lynch Equity Index Trust(1)
  12,397,668       12,145,181  
BlackRock Growth Equity Fund(1)
  7,802,491       7,711,876  
American Funds Washington Mutual Investors Fund(1)
  5,297,500       4,889,413  
BlackRock Global Allocation Fund(1)
  5,636,072       4,540,641  
BlackRock Balanced Capital Fund
  1,804,363       1,865,277  
               
Managed Fixed Income Fund
             
BGI Government Corporate Bond Index Fund(1)
  2,928,934       2,502,310  
               
Investments at Estimated Fair Value
             
Managed Fixed Income Funds
             
Merrill Lynch Retirement Preservation Trust(1)(2)
  4,826,899       4,584,536  
BGI Money Market Fund(1)
  4,444,823       3,839,414  
Participant Loan Fund
  1,565,221       1,370,731  
               
Total investments
$ 57,944,977     $ 55,169,179  
 
 
(1)
Investments that represent 5 percent or more of the Plan’s net assets at December 31, 2007.
 
(2)
The Plan holds investment contracts that are presented at fair value.  Contract value of those investments, representing the benefits available to Plan participants, was $4,871,624 and $4,671,610 as of December 31, 2007 and 2006, respectively.

 
During 2007 and 2006, the Plan’s investments (including investments bought, sold, and held during the year) appreciated in value as follows:
 
 
2007
   
2006
 
Investments at Fair Value
         
Managed Domestic Equity Funds
$ 1,352,772     $ 3,403,266  
Managed Fixed Income Fund
  191,603       90,415  
Ameren Common Stock Fund
  85,806       670,861  
               
Net change in fair value
$ 1,630,181     $ 4,164,542  

9

 
Ameren Corporation
Employee Long-Term Savings Plan – IBEW No. 702
Notes to Financial Statements
Years Ended December 31, 2007 and 2006

 
7.  
Nonparticipant-Directed Investments
 
Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments at and for the years ended December 31, 2007 and 2006 is as follows:
 
 
2007
   
2006
 
           
Net assets
         
Ameren Common Stock Fund
$ 20,883      
-
 
Employer contributions receivable
  2,414      
-
 
               
Changes in net assets
             
Dividends
  330      
-
 
Net appreciation in fair value of investments
  2,893      
-
 
Employer contributions
  21,447      
-
 
Benefits paid to Participants
  794      
-
 
Net transfer out to other investments
  579      
-
 
 
The nonparticipant-directed investments began in August 2007 when Employer Additional Matching Contributions were started for certain Participants.

8.  
Subsequent Event

Effective February 1, 2008, the Plan merged into the Savings Investment Plan (Successor Plan).  As such, all assets of the Plan were transferred to the Successor Plan and all participants formerly in the Plan became participants in the Successor Plan.  The assets transferred into the Successor Plan consisted of 226,077 shares of Ameren common stock, with a fair market value of $10,114,685.  In addition, cash of $42,619,392 and loan balances of $1,523,509 were transferred into the Successor Plan.
 
 
10

 
Ameren Corporation
Employee Long-Term Savings Plan – IBEW No. 702
Schedule of Assets (Held at End of Year)
December 31, 2007                                                                                                                                                                                                                                        Schedule I 

 
(a)
(b)
(c)
 (e)
 
Identity of issue, borrower, lessor, or similar
party
Desciption of investment including maturity
date, rate of interest, collateral, par, or maturity
value
Current value
       
*
Ameren Corporation
Ameren Common Stock Fund
$        11,241,006
*
Merrill Lynch Bank USA
Merrill Lynch Equity Index Trust
          12,397,668
*
BlackRock Investment Management LLC
BlackRock Growth Equity Fund
            7,802,491
 
American Funds Group
Washington Mutual Investors Fund
            5,297,500
*  ***
Merrill Lynch Bank USA
Merrill Lynch Retirement Preservation Trust
            4,826,899
*
BlackRock Investment Management LLC
BlackRock Global Allocation Fund
            5,636,072
 
Barclays Global Investors
BGI Government Corporate Bond Index Fund
            2,928,934
 
Barclays Global Investors
BGI Money Market Fund
            4,444,823
*
BlackRock Investment Management LLC
BlackRock Balanced Capital Fund
            1,804,363
*  **
Participants
Participant Loans
            1,565,221
       
     
$        57,944,977

*
Investment represents allowable transaction with a party-in-interest.
**
Interest rates vary from 4.0 percent to 9.5 percent on loans maturing through 2017.
***
The Plan holds investment contracts that are presented at fair value.  Contract value of those investments, representing the benefits available to Plan participants, was $4,871,624 as of December 31, 2007. 
 
Note:  
Information pertaining to column (d) was not available for nonparticipant-directed investments, and was omitted for participant-directed investments 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.

AMEREN CORPORATION EMPLOYEE
LONG-TERM SAVINGS PLAN –
IBEW NO. 702


AMEREN SERVICES COMPANY
(Administrator)

 
By      /s/ Donna K. Martin    
Donna K. Martin
Senior Vice President and
Chief Human Resources Officer

June 27, 2008

12


EXHIBIT INDEX


Exhibit No.                                                                            Description_______________

 23                                               Consent of Independent Registered Public Accounting Firm


13