<PAGE> 1
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ________ to ________
COMMISSION FILE NUMBER 1-2967
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
Issuer: Union Electric Company
1901 Chouteau Avenue
St. Louis, Missouri 63103
(Principal Executive Office)
<PAGE> 2
(PRICE WATERHOUSE LLP FINANCIAL REPORT)
<PAGE> 3
UNION ELECTRIC COMPANY
Savings Investment Plan
Financial Statements and
Additional Information
December 31, 1994
<PAGE> 4
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
PAGE
Report of Independent Accountants 1-2
Statement of Net Assets Available for
Benefits with Fund Information at
December 31, 1994 and 1993 3-4
Statement of Changes in Net Assets Available
for Benefits with Fund Information for
the years ended December 31, 1994 and 1993 5-6
Notes to Financial Statements 7-12
Additional Information*:
Item 27a Form 5500- Schedule of Assets Held for
Investment Purposes at December 31, 1994 Schedule I
Item 27d Form 5500 - Schedule of Reportable
Transactions for the year ended
December 31, 1994 Schedule II
* Other schedules required by Section 2520.103-10 of the Department of Labor
Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
<PAGE> 5
June 12, 1995
To the Board of Directors of
Union Electric Company and the
Participants of the Union Electric
Company Savings Investment Plan
In our opinion, the accompanying statements of net assets available for
benefits with fund information and the related statements of changes in net
assets available for benefits with fund information present fairly, in all
material respects, the net assets available for benefits of the Union Electric
Company Savings Investment Plan at December 31, 1994 and 1993, and the changes
in net assets available for benefits for the years then ended, in conformity
with generally accepted accounting principles. 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 generally accepted auditing
standards 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 the opinion expressed above.
As described more fully in Note 1, Union Electric Company merged the net assets
of the Union Electric Company Savings Investment Plan for Contract Employees
and Union Electric Company Employee Stock Ownership Plan into the Union
Electric Company Savings Investment Plan for Management Employees effective
April 1, 1993. The merged plan was renamed the Union Electric Company Savings
Investment Plan.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not
a required part of the basic financial statements but is additional information
required by ERISA. The Fund Information in the statement of net assets
available for benefits and the statement of changes in net assets available for
benefits is presented for purposes of additional analysis rather than to
present the net assets available for benefits and changes in net assets
available for benefits of each fund. Schedules I and II and the Fund
<PAGE> 6
June 12, 1995
To the Board of Directors
Page 2
Information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
/s/ Price Waterhouse LLP
<PAGE> 7
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1994
PAGE 3
<TABLE>
<CAPTION>
UE COMMON AGGRESSIVE CONSERVATIVE
STOCK EQUITY EQUITY BALANCED BOND
FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
Assets:
Investments:
Boatmen's Employee Benefit
Short-Term Fund $ 71,998 $ 175 $ 101 $ 83 $ 42
T Rowe Price Stable Value
Common Trust Fund
Union Electric Common Stock 170,997,315
Mutual and Collective Fund
Investments 48,181,633 28,395,358 22,148,552 9,891,777
Insurance Company Contracts
Dividends and interest receivable 1,485 294 169 133 67
Contributions receivable:
Employee 119,412 314,046 151,449 112,682 43,289
Employer 96,330 42,032 20,809 16,059 6,898
Loans receivable 690,351 1,443,170 909,087 734,199 652,521
------------ ----------- ----------- ----------- -----------
Total assets 171,976,891 49,981,350 29,476,973 23,011,708 10,594,594
------------ ----------- ----------- ----------- -----------
Liabilities:
Transfers due to (from) other
funds 12,168 (45,718) (24,481) 221,171 342,791
Other liabilities 68,285 - - - -
------------ ----------- ----------- ----------- -----------
Total liabilities 80,453 (45,718) (24,481) 221,171 342,791
------------ ----------- ----------- ----------- -----------
Net assets available for benefits $171,896,438 $50,027,068 $29,501,454 $22,790,537 $10,251,803
============ =========== =========== =========== ===========
<CAPTION>
STABLE
INTEREST
INCOME
FUND TOTAL
<S> <C> <C>
Assets:
Investments:
Boatmen's Employee Benefit
Short-Term Fund $ 4,208,645 $ 4,281,044
T Rowe Price Stable Value
Common Trust Fund 14,225,065 14,225,065
Union Electric Common Stock 170,997,315
Mutual and Collective Fund
Investments 108,617,320
Insurance Company Contracts 20,956,014 20,956,014
Dividends and interest receivable 96,672 98,820
Contributions receivable:
Employee 140,276 881,154
Employer 20,512 202,640
Loans receivable 2,832,733 7,262,061
----------- ------------
Total assets 42,479,917 327,521,433
----------- ------------
Liabilities:
Transfers due to (from) other
funds (505,931) 0
Other liabilities 194,581 262,866
----------- ------------
Total liabilities (311,350) 262,866
----------- ------------
Net assets available for benefits $42,791,267 $327,258,567
=========== ============
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE> 8
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1993
PAGE 4
<TABLE>
<CAPTION>
UE COMMON AGGRESSIVE CONSERVATIVE
STOCK EQUITY EQUITY BALANCED
FUND FUND FUND FUND
<S> <C> <C> <C> <C>
Assets:
Investments:
Boatmen's Employee Benefit
Short-Term Fund $ 65,976 $ 141 $ 90 $ 75
Union Electric Common Stock 189,698,914
Mutual and Collective Fund
Investments 40,995,302 25,557,052 21,192,896
Insurance Company Contracts
Dividends and interest receivable 1,023 86 59 46
Contributions receivable:
Employee 129,927 251,386 141,525 116,808
Employer 80,336 29,426 17,953 15,193
Loans receivable 534,905 1,146,076 750,767 610,632
------------ ----------- ----------- -----------
Total assets 190,511,081 42,422,417 26,467,446 21,935,650
============ =========== =========== ===========
Liabilities:
Transfers due to (from) other funds 11,498 (1,003,738) 190,834 98,758
Other liabilities 63,624 - - -
------------ ----------- ----------- -----------
Total liabilities 75,122 (1,003,738) 190,834 98,758
------------ ----------- ----------- -----------
Net assets available for benefits $190,435,959 $43,426,155 $26,276,612 $21,836,892
============ =========== =========== ===========
<CAPTION>
STABLE
INTEREST
BOND INCOME
FUND FUND TOTAL
<S> <C> <C> <C>
Assets:
Investments:
Boatmen's Employee Benefit
Short-Term Fund $ 47 $ 6,353,159 $ 6,419,488
Union Electric Common Stock 189,698,914
Mutual and Collective Fund
Investments 12,975,077 2,552,534 103,272,861
Insurance Company Contracts 27,097,769 27,097,769
Dividends and interest receivable 32 18,825 20,071
Contributions receivable:
Employee 64,719 132,658 837,023
Employer 8,830 18,275 170,013
Loans receivable 566,886 2,317,629 5,926,895
----------- ----------- ------------
Total assets 13,615,591 38,490,849 333,443,034
----------- ----------- ------------
Liabilities:
Transfers due to (from) other funds 265,588 437,060 0
Other liabilities - 1,568 65,192
----------- ----------- ------------
Total liabilities 265,588 438,628 65,192
----------- ----------- ------------
Net assets available for benefits $13,350,003 $38,052,221 $333,377,842
=========== =========== ============
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE> 9
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994
PAGE 5
<TABLE>
<CAPTION>
UE COMMON AGGRESSIVE CONSERVATIVE
STOCK EQUITY EQUITY BALANCED
FUND FUND FUND FUND
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Employee $ 3,166,589 $ 7,497,482 $ 3,651,645 $ 3,027,083
Employer 2,167,342 870,695 436,978 366,362
------------- ------------- ------------- -------------
5,333,931 8,368,177 4,088,623 3,393,445
------------- ------------- ------------- -------------
Investment income:
Interest 12,575 1,862 1,313 1,065
Dividends 11,453,216 2,446,651 1,723,652 896,427
Unrealized appreciation/
(depreciation) of investments (24,301,463) (6,348,512) (1,941,293) (1,519,562)
Net realized gain 5,931,821 415,995 134,435 135,606
------------- ------------- ------------- -------------
(6,903,851) (3,484,004) (81,893) (486,464)
------------- ------------- ------------- -------------
Loan interest payments 56,885 160,140 73,001 62,160
------------- ------------- ------------- -------------
Total additions (1,513,035) 5,044,313 4,079,731 2,969,141
------------- ------------- ------------- -------------
Deductions from net assets attributed to:
Distributions 16,263,638 1,418,868 1,064,422 726,115
Withdrawals 13
Administrative expenses 16,855 19,681 11,726 9,560
Net loan activity with participants 155,447 297,094 158,320 123,566
Interfund transfers 590,533 (3,292,243) (379,579) 1,156,255
------------- ------------- ------------- -------------
Total deductions 17,026,486 (1,556,600) 854,889 2,015,496
------------- ------------- ------------- -------------
Increase (decrease) in net assets
available for benefits (18,539,521) 6,600,913 3,224,842 953,645
Net assets available for benefits,
beginning of year 190,435,959 43,426,155 26,276,612 21,836,892
------------- ------------- ------------- -------------
Net assets available for benefits,
end of year $ 171,896,438 $ 50,027,068 $ 29,501,454 $ 22,790,537
============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION> STABLE
INTEREST
BOND INCOME
FUND FUND TOTAL
<S> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Employee $ 1,407,905 $ 3,617,491 $ 22,368,195
Employer 180,258 410,570 4,432,205
------------- ------------- ------------
1,588,163 4,028,061 26,800,400
------------- ------------- ------------
Investment income:
Interest 617 394,323 411,755
Dividends 887,176 1,559,173 18,966,295
Unrealized appreciation/
(depreciation) of investments (1,221,532) (772,406) (36,104,768)
Net realized gain (79,936) 636,109 7,174,030
------------- ------------- ------------
(413,675) 1,817,199 (9,552,688)
------------- ------------- ------------
Loan interest payments 32,298 80,632 465,116
------------- ------------- ------------
Total additions (1,206,786) 5,925,892 17,712,828
------------- ------------- ------------
Deductions from net assets attributed to:
Distributions 502,567 2,368,624 22,344,234
Withdrawals 13
Administrative expenses 5,422 89,445 152,689
Net loan activity with participants 85,635 515,105 1,335,167
Interfund transfers 3,711,362 (1,786,328) -
------------- ------------- ------------
Total deductions 4,304,986 1,186,846 23,832,103
------------- ------------- ------------
Increase (decrease) in net assets
available for benefits (3,098,200) 4,739,046 (6,119,275)
Net assets available for benefits,
beginning of year 13,350,003 38,052,221 333,377,842
------------- ------------- ------------
Net assets available for benefits,
end of year $ 10,251,803 $ 42,791,267 $ 327,258,567
============= ============= =============
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE> 10
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1993
PAGE 7
<TABLE>
<CAPTION>
UE COMMON AGGRESSIVE CONSERVATIVE
STOCK EQUITY EQUITY BALANCED
FUND FUND FUND FUND
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Employee $ 2,683,244 $ 4,922,873 $ 3,078,232 $ 2,518,440
Employer 1,818,184 568,967 384,951 316,534
Transfers from contract plan 28 3,060 3,097 80
------------- ------------- ------------- -------------
4,501,456 5,494,900 3,466,280 2,835,054
------------- ------------- ------------- -------------
Investment income:
Interest 8,526 2,727 2,012 1,758
Dividends 8,648,782 1,803,874 1,761,442 1,371,103
Unrealized appreciation/(deprecia-
tion) of investments 78,045,895 8,381,689 1,369,814 1,321,550
Net realized gain 7,696,490 257,025 108,150 139,468
------------- ------------- ------------- -------------
94,399,693 10,445,315 3,241,418 2,833,879
------------- ------------- ------------- -------------
Loan interest payments 46,500 102,999 62,934 52,107
------------- ------------- ------------- -------------
Total additions 98,947,649 16,043,214 6,770,632 5,721,040
------------- ------------- ------------- -------------
Deductions from net assets attributed to:
Distributions 16,715,924 530,918 650,424 508,516
Withdrawals 6,692 5,494 19,764 4,083
Administrative expenses 13,464 13,252 9,647 7,954
Net loan activity with participants 152,429 253,165 106,356 102,316
Interfund transfers (639,811) (4,378,970) (258,061) (340,045)
------------- ------------- ------------- -------------
Total deductions 16,248,698 (3,576,141) 528,130 282,824
------------- ------------- ------------- -------------
Increase in net assets available
for benefits 82,698,951 19,619,355 6,242,502 5,438,216
Transfer from Savings Investment
Plan for Contract Employees 7,607,676 7,952,913 7,234,512 5,696,658
Transfer from Employee Stock
Ownership Plan 89,120,743
Net assets available for benefits,
beginning of year 11,008,589 15,853,887 12,799,598 10,702,018
------------- ------------- ------------- -------------
Net assets available for benefits,
end of year $ 190,435,959 $ 43,426,155 $ 26,276,612 $ 21,836,892
============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION> STABLE
INTEREST
BOND INCOME
FUND FUND TOTAL
<S> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Employee $ 1,442,382 $ 3,448,147 $ 18,093,318
Employer 187,679 417,653 3,693,968
Transfers from contract plan 878 2,931,906 2,939,049
------------- ------------- -------------
1,630,939 6,797,706 24,726,335
------------- ------------- -------------
Investment income:
Interest 1,093 220,266 236,382
Dividends 870,616 1,424,448 15,880,265
Unrealized appreciation/
(depreciation) of investments 488,461 (171,297) 89,436,112
Net realized gain 72,139 927,658 9,200,930
------------- ------------- -------------
1,432,309 2,401,075 114,753,689
------------- ------------- -------------
Loan interest payments 33,594 66,454 364,588
------------- ------------- -------------
Total additions 3,096,842 9,265,235 139,844,612
------------- ------------- -------------
Deductions from net assets attributed to:
Distributions 379,856 1,644,971 20,430,609
Withdrawals 2,064 10,191 48,288
Administrative expenses 5,210 71,199 120,726
Net loan activity with participants 90,337 365,632 1,070,235
Interfund transfers 1,050,913 4,565,974 0
------------- ------------- -------------
Total deductions 1,528,380 6,657,967 21,669,858
------------- ------------- -------------
Increase in net assets available
for benefits 1,568,462 2,607,268 118,174,754
Transfer from Savings Investment
Plan for Contract Employees 4,775,102 14,331,049 47,597,910
Transfer from Employee Stock
Ownership Plan 89,120,743
Net assets available for benefits,
beginning of year 7,006,439 21,113,904 78,484,435
------------- ------------- -------------
Net assets available for benefits,
end of year $ 13,350,003 $ 38,052,221 $ 333,377,842
============= ============== ==============
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE> 11
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
PAGE 8
1. DESCRIPTION OF THE PLAN
GENERAL
The following is a brief summary of the various provisions of the Union
Electric Company (Company) Savings Investment Plan (Plan).
Participants should refer to the Plan document for more complete
information.
The Plan's purpose is to provide management and contract employees of
the Company 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 (Code). The Plan is subject to
certain provisions of the Employee Retirement Income Security Act of
1974 (ERISA), as amended, and to certain provisions of the Securities
Exchange Commission. The current Plan constitutes the merger of three
former Company plans, the Savings Investment Plan for Management
Employees, the Savings Investment Plan for Contract Employees, and the
Employee Stock Ownership Plan.
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.
Boatmen's 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.
PARTICIPATION
The Plan covers substantially all employees of Union Electric Company
who have completed one year of service and who are at least 21 years of
age. Each person who becomes an eligible employee may become a
participant in the Plan as of the first enrollment date (January 1 or
July 1) after becoming an eligible employee. The total number of
active participants in the Plan at December 31, 1994 was approximately
7,031. Participation by eligible employees is voluntary.
CONTRIBUTIONS
Participants may contribute to the Plan from 2% to 15% of their base
compensation through payroll deductions (basic contributions). For
management employees, the Company makes a matching contribution equal
to $.25 for each $1.00 up to the first 5% of each participant's
contribution (basic matching contribution). Additionally, the Company
will contribute an additional $.25 for each $1.00 up to the first 5% of
a participant's contribution (additional matching contribution) to be
invested entirely in the Union Electric Common Stock Fund. For
contract employees, Company contributions are made based on specific
agreements between the Company and the individual collective bargaining
units. All Company contributions are made to the extent sufficient
earnings are available.
<PAGE> 12
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
PAGE 9
The following six investment funds are maintained by the Trustee: the
Union Electric Common Stock Fund, the Aggressive Equity Fund, the
Conservative Equity Fund, the Balanced Fund, the Bond Fund, and the
Stable Interest Income Fund. 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 multiples of 10% to any combination of investment
funds. Such fund allocation elections may be changed monthly.
Earnings derived from the assets of any investment fund are reinvested
in the fund to which they relate. Participants may elect monthly to
reallocate all or any multiple of 10% of the value of their accounts
among funds. Pending investment of the assets into any investment
fund, the Trustee may temporarily make certain short-term investments.
VESTING
Participants' contributions vest immediately, and Company contributions
vest upon the completion of five years of Company service by the
participant (including service prior to the effective date of the
Plan). Company contributions also vest upon retirement, total and
permanent disability, death, termination of the Plan or complete
discontinuance of Company contributions regardless of years of service.
The amount of the Company's contribution that is not vested with
respect to any participant is forfeited upon termination of employment
but will be restored if the participant becomes an eligible employee
prior to incurring five consecutive one-year breaks in service
following termination and repayment of all amounts distributed is made
by the participant within five years of re-employment.
DISTRIBUTIONS
The total vested amount of a participant's account shall be distributed
to the participant according to one of the options as described in the
Plan and as elected by the participant. A participant whose account
balance is $3,500 or greater may defer the distribution until age 65,
or if retired, 5 years from retirement, whichever is later, but not
beyond April 1 of the year following the participant's attaining age
70-1/2. If the balance of the account is less than $3,500, 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 and whole
shares of Union Electric Company common stock, if applicable.
Participants may withdraw certain basic contributions and related
earnings thereon upon reaching age 59-1/2 in the event of total
disability or in the event of a 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 of the
calendar month 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 Code.
The Plan also provides, to participants of the former Company Employee
Stock Ownership Plan 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
<PAGE> 13
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
PAGE 10
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.
PARTICIPANT LOANS
The Plan permits participants to borrow from their 401(k) 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.
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.
PLAN MERGER
On April 1, 1993, the net assets of the Union Electric Company Savings
Investment Plan for Contract Employees and Union Electric Company
Employee Stock Ownership Plan were merged into the Union Electric
Company Savings Investment Plan for Management Employees in accordance
with Plan provisions. The merged plan was renamed the Union Electric
Company Savings Investment Plan. Shares of stock held by participants
of the former Company Employee Stock Ownership Plan are maintained in
the Union Electric Common Stock Fund of the Plan. The Plan merger did
not retroactively or adversely affect the rights of any participant or
beneficiary under the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements of the Union Electric Company
Savings Investment Plan are prepared on the accrual basis of
accounting, except as noted below for benefit payment obligations.
INVESTMENTS
Investments, except guaranteed investment contracts, are stated at
current market value based on the latest quoted market price at
December 31, 1994 and 1993, respectively, or at fair value as
determined by the Trustee. Guaranteed investment contracts are valued
at cost plus income earned and accrued. The following table presents
investments. Investments that represent five percent or more of the
Plan's net assets available for benefits at December 31, 1994 and 1993
are separately identified.
<PAGE> 14
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
PAGE 11
<TABLE>
<CAPTION>
December 31,
1994 1993
<S> <C> <C>
INVESTMENTS AT FAIR VALUE AS DETERMINED
BY QUOTED MARKET PRICE
Managed International Equity Funds:
Acorn Fund $ 48,181,633 $ 40,995,302
Managed Equity Funds:
Putnam Fund for Growth and Income 28,395,358 25,557,052
Vanguard Asset Allocation Fund 22,148,552 21,192,896
Managed Bond Funds 9,891,777 15,527,611
Common Stock:
Union Electric Company, $5 par value 170,997,315 189,698,914
INVESTMENTS AT ESTIMATED FAIR VALUE
Collective Investment Trust Funds 18,506,109 6,419,488
INVESTMENTS AT CONTRACT VALUE
Insurance Company Contracts 20,956,014 27,097,769
</TABLE>
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 as realized. In
accordance with the policy of stating investments at current value, net
unrealized appreciation or depreciation for the year is reflected on
the Statement of Changes in Net Assets Available for Benefits with Fund
Information.
EXPENSES
Trustee fees incurred in administering the Plan are charged to the Plan.
BENEFIT PAYMENT OBLIGATIONS
Benefit payments to participants are recorded when paid. Benefit
payments approved but not yet paid as of December 31, 1994 are
$2,016,317. Of this amount, $1,350,936 relates to the value of 38,189
shares of Union Electric Company common stock. Benefit payments
approved but not yet paid as of December 31, 1993 are $2,036,700.
<PAGE> 15
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
PAGE 12
This amount includes $1,662,000 relating to the value of 42,293 shares
of Union Electric Company common stock.
In accordance with generally accepted accounting principles, these
payments are not a liability of the Plan at December 31, 1994 or 1993,
respectively. However, the Department of Labor requires these payments
to be recorded as a liability on Form 5500, Annual Return/Report of
Employee Benefit Plan. Accordingly, the net assets available for
benefits as reflected in the Form 5500 are less than the net assets
presented on the Statement of Net Assets Available for Benefits with
Fund Information.
DISTRIBUTIONS
The cost of Union Electric Company common stock distributed to
participants is determined on a weighted average basis. For the year
ended December 31, 1994, 460,682 shares of Union Electric Company
common stock whose cost and market values totalled $10,745,843 and
$16,248,110 at the dates of distribution, respectively, were
distributed to participants of the Union Electric Common Stock Fund.
For the year ended December 31, 1993, 411,622 shares of Union Electric
Company common stock whose cost and market values totalled $9,275,950
and $16,760,829 at the dates of distribution, respectively, were
distributed to participants of the Union Electric Common Stock Fund.
3. INVESTMENTS WITH PARTIES-IN-INTEREST
At December 31, 1994, the Plan held 4,833,846 shares of Union Electric
Company common stock with a cost and market value of $115,954,515 and
$170,997,315, respectively. During 1994, the Plan purchased 496,904
shares at a cost of $17,231,123 and sold 35,469 shares valued at
$1,251,839, resulting in a net loss of $134,363. The Plan also
distributed 460,682 shares valued at $16,248,110 to persons withdrawing
from the Plan.
At December 31, 1993, the Plan held 4,833,093 shares of Union Electric
Company common stock with a cost and market value of $109,994,651 and
$189,698,914, respectively. During 1993, the Plan purchased 342,764
shares at a cost of $14,044,112 and sold 16,742 shares valued at
$659,582, resulting in a net gain of $163,646. The Plan also
distributed 411,622 shares valued at $16,760,829 to persons withdrawing
from the Plan.
The Plan held 4,281,044 shares of Boatmen's Trust Company Employee
Benefit Short-Term Fund at December 31, 1994. The book value for these
shares, which approximates market, was $4,281,044 at December 31, 1994.
During plan year 1994, the Plan purchased 23,589,744 shares at a cost
of $23,589,744 and sold 25,728,188 shares valued at $25,728,188.
<PAGE> 16
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
PAGE 13
The Plan held 6,419,488 shares of Boatmen's Trust Company Employee
Benefit Short-Term Fund at December 31, 1993. The book value for these
shares, which approximates market, was $6,419,488 at December 31, 1993.
During plan year 1993, the Plan purchased 41,962,053 shares at a cost
of $41,962,053 and sold 38,975,413 shares valued at $38,975,413.
These transactions are allowable party-in-interest transactions under
Section 408(b)(8) of the ERISA regulations.
4. FEDERAL INCOME TAX STATUS
A favorable determination letter with respect to the qualified tax
status of the Plan has been obtained from the District Director of the
Internal Revenue Service.
<PAGE> 17
UNION ELECTRIC COMPANY SCHEDULE I
SAVINGS INVESTMENT PLAN
ITEM 27A FORM 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
<TABLE>
<CAPTION>
DECEMBER 31, 1994
IDENTITY OF ISSUE/DESCRIPTION NUMBER OF
OF INVESTMENT SHARES/UNITS COST FAIR VALUE
<S> <C> <C> <C>
MUTUAL FUNDS
Acorn Fund 3,936,408 $ 43,005,061 $ 48,181,633
Putnam Income Fund 1,528,868 10,429,787 9,891,777
Putnam Fund for Growth
and Income 2,232,339 28,394,337 28,395,358
Vanguard Asset Allocation Fund 1,635,787 21,394,256 22,148,552
----------------- -----------------
103,223,441 108,617,320
INVESTMENT CONTRACTS
Commonwealth Life Insurance GIC 3,763,499 3,763,499 3,763,499
Lincoln National GIC 3,030,927 3,030,927 3,030,927
Protective Life Insurance GIC 1,223,810 1,223,810 1,223,810
Business Men's Assurance GIC 4,819,019 4,819,019 4,819,019
Sun Life Insurance GIC 2,538,010 2,538,010 2,538,010
New York Life Insurance GIC 2,503,565 2,503,565 2,503,565
Hartford Life Insurance GIC 2,819,180 2,819,180 2,819,180
Collective Investment G-II Fund 2,348 235,689 258,004
----------------- -----------------
20,933,699 20,956,014
COLLECTIVE INVESTMENT TRUST FUNDS
*Boatmen's Employee Benefit
Short-Term Fund 4,281,044 4,281,044 4,281,044
T Rowe Price Stable Value
Common Trust Fund 14,225,605 14,225,065 14,225,065
COMMON STOCK
*Union Electric Company, $5 par 4,833,846 115,594,515 170,997,315
----------------- -----------------
$ 258,257,764 $ 319,076,758
================= =================
</TABLE>
* Represents a Plan party-in-interest
<PAGE> 18
UNION ELECTRIC COMPANY SCHEDULE II
SAVINGS INVESTMENT PLAN
ITEM 27d FORM 5500 - SCHEDULE OF REPORTABLE TRANSACTIONS*
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
IDENTITY OF PARTY/DESCRIPTION NUMBER OF NUMBER OF PURCHASE SELLING NET
OF INVESTMENT PURCHASES SALES PRICE PRICE GAIN/(LOSS)
<S> <C> <C> <C> <C> <C>
Boatmen's Employee Benefit Short-Term Fund 252 169 $ 23,589,744 $ 25,728,188 $ -
Union Electric Company common stock, $5 par value 73 37 17,231,123 1,251,839 (134,363)
Acorn Fund 76 34 15,266,273 2,147,425 (111,637)
</TABLE>
* Transactions or series of transactions in excess of 5% of the current value
of the Plan's assets as of December 31, 1993 as defined in Section 2520.103-6
of the Department of Labor Rules and Regulations for Reporting and Disclosure
under ERISA.
<PAGE> 19
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.
UNION ELECTRIC COMPANY
SAVINGS INVESTMENT PLAN
UNION ELECTRIC COMPANY
(Administrator)
By /s/ H. W. Loeh
----------------------------
H. W. Loeh
Vice President
June 30, 1995
EXHIBIT INDEX
Exhibits Filed Herewith
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- ---------------------------------------------------
<S> <C>
23 Consent of Independent Accountants
</TABLE>
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 33-60330) of Union Electric Company of
our report on the Union Electric Company Savings Investment Plan for the year
ended December 31, 1994, dated June 12, 1995 which is incorporated by reference
in this Form 11-K.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
One Boatmen's Plaza
St. Louis, Missouri
June 26, 1995
