SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ____ to ____
Commission file number ______
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Mid-America Energy Resources Employee Retirement Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
The AES Corporation
1001 North 19th Street
Arlington, VA 22209
MID-AMERICA ENERGY RESOURCES
EMPLOYEE RETIREMENT PLAN
TABLE OF CONTENTS
--------------------------------------------------------------------------------
Page
FINANCIAL STATEMENTS (Unaudited):
Statements of Assets Available for Benefits as of
December 31, 2002 and 2001
as of December 31, 2002 and 2001 (Unaudited) 1
Statements of Changes in Assets Available for Benefits
for the Year Ended December 31,2002 (Unaudited) 2
Notes to Financial Statements 3
* Schedules not filed herewith are omitted because of the absence of the
conditions under which they are required by Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employees Retirement
Income Security Act of 1974.
MID-AMERICA ENERGY RESOURCES
EMPLOYEE RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
--------------------------------------------------------------------------------------------------
2002 2001
Unaudited Unaudited
ASSETS:
INVESTMENTS - at fair value:
The AES Corporation
Common Stock 32,844 254,868
Merrill Lynch Equity Index Trust Fund
Common/Collective Trust 175,636 314,966
Merrill Lynch Retirement Preservation Trust Fund
Common/Collective Trust 101,074 133,851
Oppenheimer Main Street & Growth
Mutual Fund 124,724 216,979
Ivy International Fund
Mutual Fund 5,308 10,539
Aim Income Fund
Mutual Fund 2,729 6,496
Merrill Lynch Global Allocation Fund
Mutual Fund 260,479 405,701
Merrill Lynch Global Allocation Fund
Mutual Fund 104,619 193,141
-------------- --------------
Total Investments 807,413 1,536,541
Participant Loans 6,132 79,084
CASH -- 4,824
CONTRIBUTIONS RECEIVABLE -- 4,934
ACCRUED INTEREST AND DIVIDENDS 1,939 1,889
----------------- -----------------
Total assets 815,484 1,627,272
----------------- -----------------
LIABILITIES:
ACCRUED Fees 1,065 --
----------------- -----------------
NET ASSETS AVAILABLE FOR BENEFITS $ 814,419 $ 1,627,272
================= =================
See notes to financial statements.
MID-AMERICA ENERGY RESOURCES
EMPLOYEE RETIREMENT PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2002 (Unaudited)
----------------------------------------------------------------------------
INCREASES
Employee contributions $ --
Company contributions, net --
Interest and dividend income 22,101
Rollover accounts and principal repayments (5,889)
Net appreciation (depreciation) of investments (330,119)
--------------------
Total (313,907)
--------------------
DECREASES
Withdrawals by participants or their
beneficiaries 433,724
Loan repayments from distributions 64,869
Administrative fees 353
--------------------
Total 498,946
--------------------
DECREASE IN ASSETS AVAILABLE FOR BENEFITS (812,853)
ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 1,627,272
--------------------
ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 814,419
====================
See notes to financial statements.
MID-AMERICA ENERGY RESOURCES
EMPLOYEE RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Mid-America Energy Resources Employee
Retirement Plan (the "Plan") have been prepared on the accrual basis.
Plan Assets
Assets of the Plan are maintained in trust. Once placed in trust, assets
may be withdrawn only for the purpose of refunding employee contributions,
payment of vested employer contributions to employees withdrawing from the
Plan, payment to employees obtaining an in-service distribution, payment
due to a hardship withdrawal, issuing loan proceeds, distribution to
retiring employees, distribution to beneficiaries of deceased employees or
to pay expenses of the Plan. All payments made from the trust require the
approval of the Employee's Pension Committee of Indianapolis Power & Light
Company, Inc. (the "Pension Committee"). Merrill Lynch Trust Company is the
sole Trustee and record keeper of the assets of the Plan.
Investments
Investments in securities are stated at fair value as determined by quoted
market prices. Investment transactions are recorded as of the trade date.
Cost of securities sold is determined on a specific identification basis.
Use of Management Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make certain
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. The reported amounts of increases and
decreases in net assets during the reporting period may also be affected by
the estimates and assumptions management is required to make. Actual
results may differ from those estimates.
Benefit Payments
Upon retirement, a participant has an option to receive his or her account
balance as a lump sum payment or as a direct rollover, as described in the
Plan agreement. A participant may withdraw his or her vested contributions
in the event of hardship, as defined in the Plan agreement, or may continue
to be a non-active participant. Benefit payments are recorded when paid.
Administrative Fees
For the plan year ended December 31, 2002, each participant with an
investment in the AES Common Stock Fund was charged approximately $.08 per
share. There are no other transaction-based fees for the other investment
funds. Administrative fees on the mutual and managed funds were based upon
fund balances.
2. DESCRIPTION OF THE PLAN
The Plan is administered by the Pension Committee which is a committee
appointed by the Indianapolis Power & Light Company ("IPALCO") Board of
Directors. The Plan is a defined contribution plan, and employees of MAER
and its affiliates become eligible to participate in the Plan at attainment
of age 18 and immediately upon hire.
All employees become fully vested in the plan after five years of
uninterrupted service. Termination of employment before the five-year
requirement requires forfeiture of a prorated amount of allocated employer
contributions. Forfeited amounts may be used to reduce employer matching
contributions.
Employee contributions are made through payroll deductions representing
amounts equal to a specified percentage of the employee's base rate of
compensation. Employees have the option of contributing anywhere from 1% to
15% in increments of 1%. Employer contributions are made in an amount equal
to current employee contributions up to a maximum of 6%. Each participant's
account is credited with the participant's contribution and MAER's matching
contribution. Allocations of Plan earnings are based on individual account
balances relative to total account balances as of the valuation dates.
Participant fund transfers are subject to certain restrictions as outlined
in the Summary plan Description. In the event of partial or total
termination of the Plan, the funds in the Plan shall be valued as of the
date of partial or total termination and after payment of necessary
expenses shall be distributed as though all participants directly affected
by the partial or total termination had retired as of that date.
The Plan is maintained with the intent of being a qualified trust under
Section 401(a) of the Internal Revenue Code. Its related trust is exempt
from Federal income taxes under Section 501(a) of the Code. The Plan
obtained its latest determination letter on November 14, 1995 in which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code.
The Plan has been amended since receiving the determination letter.
However, the Plan administrator and the Plan's tax counsel believe that the
Plan, as amended, is being operated in compliance with the applicable
requirements of the Internal Revenue Code.
Participants may obtain a loan from the Plan up to a maximum of the lesser
of $50,000 or one-half of the participant's vested account balance (subject
to the provisions of the Plan). Each participant may have only one loan
outstanding at any time. Loans are to be repaid over a term not to exceed
five years. Loans bear an interest rate as determined by the Trustee,
Merrill Lynch.
The Plan is valued daily.
Participants should refer to the "Summary Plan Description" for a more
detailed description of the Plan.
3. RISKS AND UNCERTAINTIES
The Plan invests in various securities including U.S. Government
securities, corporate debt instruments, corporate stocks, registered
investment companies, and common/collective trusts. Investment securities,
in general, are exposed to various risks, such as interest rate, credit,
and overall market volatility. Due to the level of risk associated with
certain investment securities, it is reasonably possible that changes in
the values of investment securities will occur in the near term and that
such changes could materially affect the amounts reported in the statements
of net assets available for benefits.
4. INVESTMENTS
The following presents investments that represent 5 percent or more of the
Plan's net assets.
2002 2001
The AES Corporation common stock 10,875 and
15,588 shares, respectively 32,844 254,868
Oppenheimer Main Street Income & Growth
Mutual Fund, 4,797 and 6,676 shares, respectively $ 124,724 $ 216,979
Merrill Lynch Global Allocation Fund
22,789 and 31,572 shares,
respectively $ 260,479 $ 405,700
Merrill Lynch Retirement Preservation Trust,
101,074 and 133,851 shares, respectively $ 101,074 $ 133,851
Merrill Lynch Equity Index Trust,
2,803 and 3,908 shares, respectively $ 175,637 $ 314,967
Merrill Lynch Balanced Capital Fund
4,700 and 7,226 shares, respectively $ 104,619 $ 193,141
During 2002, the Plan's investments (including both realized and unrealized
gains and losses) depreciated in value by $330,119 as follows:
Mutual Funds $ 96,691
Common/Collective Trust 56,856
Common Stock 176,572
--------
Net depreciation in fair value of investments $330,119
=========
5. MERRILL LYNCH RETIREMENT PRESERVATION TRUST
One of the investment funds is the Merrill Lynch Retirement Preservation
Trust, which is a trust for the collective investment of Qualified Plans.
The majority of the fund assets consist of investment contracts which are
included in the financial statements at contract value, (which represents
contributions made under the contracts, plus earnings, less withdrawals and
administrative expenses) because they are fully benefit responsive. For
example, participants may ordinarily direct the withdrawal or transfer of
all or a portion of their investment at contract value. There are no
reserves against contract value for credit risk of the contract issuer or
otherwise. The contract value of the investment contracts at December 31,
2002 and 2001 approximates market value. The average yield rates for 2002
and 2001 were approximately 5.47% and 6.50%, respectively.
6. RELATED PARTY TRANSACTIONS
Merrill Lynch, the Plan Trustee, invests in AES common stock. Since AES is
the parent company of IPALCO Enterprises, Inc. and IPALCO Enterprises, Inc.
is the parent company of Indianapolis Power & Light, any investment
transactions involving AES common stock qualify as related-party
transactions. Merrill Lynch is also the Investment Manager for the Merrill
Lynch Retirement Preservation Trust, the Merrill Lynch Equity Index Trust,
the Merrill Lynch Capital Fund, and the Merrill Lynch Federal Securities
Trust.
* * * * *
REQUIRED INFORMATION
The certification of the chief executive officer and the chief financial
officer of Indianapolis Power & Light Company, pursuant to 18 U.S.C. ss.1350, is
attached hereto as Exhibit 99.
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.
EMPLOYEE'S THRIFT PLAN OF INDIANAPOLIS POWER & LIGHT
COMPANY By the Plan Administrator:
EMPLOYEE'S PENSION COMMITTEE OF
INDIANAPOLIS POWER & LIGHT COMPANY
By:/s/ Edward J. Kunz
-------------------------------------
Edward J. Kunz, Chairman of the Committee
DATE: June 27, 2003