<PAGE> 1
________________________________________________________________________________
________________________________________________________________________________
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 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 13 OR 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
(Exact name of registrant as specified in its charter)
Missouri 43-0559760
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
1901 Chouteau Avenue, St. Louis, Missouri 63103
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (314) 621-3222
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, $5 par value New York Stock Exchange
Preferred Stock, without par value (entitled to cumulative dividends):
Stated value $100 per share - }
$7.44 Series $4.50 Series } New York Stock Exchange
$6.40 Series $4.00 Series }
$4.56 Series $3.50 Series }
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/. No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
agreement to this Form 10-K. (X)
Aggregate market value of voting stock held by non-affiliates as of
February 28, 1995, based on closing prices most recently available as reported
in The Wall Street Journal (excluding Preferred Stock for which quotes are not
publicly available): $3,959,372,525.
Shares of Common Stock, $5 par value, outstanding as of February 28, 1995:
102,123,834 shares (excluding 42,990 treasury shares).
DOCUMENTS INCORPORATED BY REFERENCES.
Portions of the registrant's 1994 Annual Report to Stockholders (the "1994
Annual Report") are incorporated by reference into Parts I, II and IV.
Portions of the registrant's definitive proxy statement for the 1995
annual meeting are incorporated by reference into Part III.
________________________________________________________________________________
________________________________________________________________________________
<PAGE> 2
<TABLE>
<CAPTION>
TABLE OF CONTENTS
-----------------
PART I Page
----
<S> <C>
Item 1 - Business
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Construction Program and Financing . . . . . . . . . . . . . . . . . . . . . . . . 1
Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Fuel Supply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Industry Issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Operating Statistics1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Other Statistical Information . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Item 2 - Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Item 3 - Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 4 - Submission of Matters to a Vote of Security Holders 2
Executive Officers of the Registrant (Item 401(b) of Regulation S-K) . . . . . . . . . . . . . . . . . . 8
PART II
Item 5 - Market for Registrant's Common Equity and Related
Stockholder Matters1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 6 - Selected Financial Data1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 7 - Management's Discussion and Analysis of Financial Condition
and Results of Operations1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 8 - Financial Statements and Supplementary Data1 . . . . . . . . . . . . . . . . . . . . . 10
Item 9 - Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure2
PART III
Item 10 - Directors and Executive Officers of the Registrant(1) . . . . . . . . . . . . . . . . . 11
Item 11 - Executive Compensation1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 12 - Security Ownership of Certain Beneficial Owners
and Management1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 13 - Certain Relationships and Related Transactions(1) . . . . . . . . . . . . . . . . . . . 11
PART IV
Item 14 - Exhibits, Financial Statement Schedules, and Reports on
Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
</TABLE>
________________________
(1) Incorporated herein by reference.
(2) Not applicable and not included herein.
<PAGE> 3
PART I
ITEM 1. BUSINESS.
GENERAL
The registrant, Union Electric Company (the "Company"),
incorporated in Missouri in 1922, is successor to a number of companies, the
oldest of which was organized in 1881. The Company, which is the largest
electric utility in the State of Missouri, supplies electric service in
territories in Missouri and Illinois having an estimated population of
2,600,000 within an area of approximately 24,500 square miles, including the
greater St. Louis area. Natural gas purchased from non-affiliated pipeline
companies is distributed in 90 Missouri communities and in the City of Alton,
Illinois and vicinity.
For the year 1994, 95.8% of total operating revenues was derived
from the sale of electric energy and 4.2% from the sale of natural gas.
Electric operating revenues as a percentage of total operating revenues for the
years 1990, 1991, 1992, and 1993 were 95.9%, 95.7%, 95.7%, and 95.2%
respectively.
The Company employed 6,266 persons at December 31, 1994.
Approximately 70% of the Company's employees are represented by local unions
affiliated with the AFL-CIO. Labor agreements representing approximately 4,300
employees will expire in 1996. Two agreements covering 120 employees will
expire in 1997.
CONSTRUCTION PROGRAM AND FINANCING
The Company is engaged in a construction program under which
expenditures averaging approximately $290 million are anticipated during each
of the next five years. Capital expenditures for compliance with the Clean Air
Act Amendments of 1990 are included in the construction program -- also see
"Regulation", below. The Company does not anticipate a need for additional
base load electric generating capacity until after the year 2013.
During the five-year period ended 1994 gross additions to the
property of the Company, including allowance for funds used during construction
and excluding nuclear fuel, were approximately $1.3 billion (including $314
million in 1994) and property retirements were $197 million.
In addition to the funds required for construction during the
1995-1999 period, $248 million will be required to repay long-term debt and
preferred stock as follows: $68 million in 1995, $35 million in 1996, $45
million in 1997, and $100 million in 1999. Amounts for years subsequent to
1995 do not include nuclear fuel lease payments since the amounts of such
payments are not currently determinable.
For information on the Company's external cash sources, see
"Liquidity and Capital Resources" under "Management's Discussion and Analysis"
on Page 18 of the 1994 Annual Report pages incorporated herein by reference.
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FINANCING RESTRICTIONS. Under the most restrictive earnings test
contained in the Company's principal Indenture of Mortgage and Deed of Trust
("Mortgage") relating to its First Mortgage Bonds ("Bonds"), no Bonds may be
issued (except in certain refunding operations) unless the Company's net
earnings available for interest after depreciation for 12 consecutive months
within the 15 months preceding such issuance are at least two times annual
interest charges on all Bonds and prior lien bonds then outstanding and to be
issued (all calculated as provided in the Mortgage). Such ratio for the 12
months ended December 31, 1994 was 6.5, which would permit the Company to issue
an additional $2.7 billion of Bonds (8 1/2% annual interest rate assumed).
Additionally, the Mortgage permits issuance of new bonds up to (a) 60% of
defined property additions, or (b) the amount of previous bonds retired or to
be retired, or (c) the amount of cash put up for such purpose. At December 31,
1994, the aggregate amount of Bonds issuable under (a) and (b) above was
approximately $1.6 billion. The Company's Articles of Incorporation restrict
the Company from selling Preferred Stock unless its net earnings for a period
of 12 consecutive months within 15 months preceding such sale are at least two
and one-half times the annual dividend requirements on its Preferred Stock then
outstanding and to be issued. Such ratio for the 12 months ended December 31,
1994 was 24.0, which would permit the Company to issue an additional $1.3
billion stated value of Preferred Stock (8 1/2% annual dividend rate assumed).
Certain other financing arrangements require the Company to obtain prior
consents to various actions by the Company, including any future borrowings,
except for permitted financings such as borrowings under revolving credit
agreements, the nuclear fuel lease, unsecured short-term borrowings (subject to
certain conditions), and the issuance of additional Bonds.
RATES
For the year 1994, approximately 89%, 8%, and 3% of the Company's
electric operating revenues were based on rates regulated by Missouri Public
Service Commission, Illinois Commerce Commission, and the Federal Energy
Regulatory Commission ("FERC") of the Department of Energy, respectively.
FUEL SUPPLY
<TABLE>
<CAPTION>
Cost of Fuels Year
- ------------- ------------------------------------------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Per Million BTU - Coal 123.950 cents 153.284 cents 150.941 cents 151.926 cents 155.222 cents
- Nuclear 49.932 cents 56.848 cents 61.818 cents 79.043 cents 79.730 cents
- System 101.867 cents 126.362 cents 126.711 cents 130.117 cents 135.973 cents
Per kWh of Steam Generation 1.064 cents 1.331 cents 1.310 cents 1.348 cents 1.392 cents
</TABLE>
COAL. Because of uncertainties of supply due to potential work
stoppages, equipment breakdowns and other factors, the Company has a policy of
maintaining a coal inventory of 75 days, based on normal annual burn practices.
See "Regulation" for additional reference to the Company's coal requirements.
NUCLEAR. The components of the nuclear fuel cycle required for
nuclear generating units are as follows: (1) uranium; (2) conversion of
uranium into uranium hexafluoride; (3) enrichment
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<PAGE> 5
of uranium hexafluoride; (4) conversion of enriched uranium hexafluoride into
uranium dioxide and the fabrication into nuclear fuel assemblies; and (5)
disposal and/or reprocessing of spent nuclear fuel.
The Company has agreements to fulfill its needs for uranium,
enrichment, and fabrication services through 1999. The Company's agreements
for conversion services are sufficient to supply the Callaway Plant through
1997. Additional contracts will have to be entered into in order to supply
nuclear fuel during the remainder of the life of the Plant, at prices which
cannot now be accurately predicted. The Callaway Plant normally requires
re-fueling at 18-month intervals and re-fuelings are presently scheduled for
the spring of 1995 and fall of 1996.
Under the Nuclear Waste Policy Act of 1982, the U. S. Department of
Energy ("DOE") is responsible for the permanent storage and disposal of spent
nuclear fuel. DOE currently charges one mill per kilowatt-hour sold for future
disposal of spent fuel. Electric rates charged to customers provide for
recovery of such costs. DOE is not expected to have its permanent storage
facility for spent fuel available until at least 2010. The Company has
sufficient storage capacity at the Callaway Plant site until 2005 and has
viable storage alternatives under consideration. Each alternative will likely
require Nuclear Regulatory Commission approval and may require other regulatory
approvals. The delayed availability of DOE's disposal facility is not expected
to adversely affect the continued operation of the Callaway Plant.
OIL AND GAS. The actual and prospective use of such fuels is
minimal, and the Company has not experienced and does not expect to experience
difficulty in obtaining adequate supplies.
REGULATION
The Company is subject to regulation by the Missouri Commission and
Illinois Commission as to rates, service, accounts, issuance of equity
securities, issuance of debt having a maturity of more than twelve months, and
various other matters. The Company is also subject to regulation by the FERC
as to rates and charges in connection with the transmission of electric energy
in interstate commerce and the sale of such energy at wholesale in interstate
commerce, and certain other matters. Authorization to issue debt having a
maturity of twelve months or less is obtained from the FERC.
Operation of the Company's Callaway Plant is subject to regulation
by the Nuclear Regulatory Commission. The Company's Facility Operating License
for the Callaway Plant expires on October 18, 2024.
The Company's Osage hydroelectric plant and its Taum Sauk
pumped-storage hydro plant, as licensed projects under the Federal Power Act,
are subject to certain federal regulations affecting, among other things, the
general operation and maintenance of the projects. The Company's license for
the Osage Plant expires on February 28, 2006, and its license for the Taum Sauk
Plant expires on June 30, 2010. The Company's Keokuk Plant and dam located in
the Mississippi River between Hamilton, Illinois and Keokuk, Iowa, are operated
under authority, unlimited in time, granted by an Act of Congress in 1905.
The Company is exempt from the provisions of the Public Utility
Holding Company Act of 1935, except Section 9(a)(2) relating to the acquisition
of securities of other public utility
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<PAGE> 6
companies and Section 11(b)(2) with respect to concluding matters relating to
the 1974 acquisition of the common stock of a former subsidiary. When the
Securities and Exchange Commission approved such acquisition it reserved
jurisdiction to pass upon the right of the Company to retain its gas
properties.
The Company is regulated, in certain of its operations, by air and
water pollution and hazardous waste regulations at the city, county, state and
federal levels. The Company is in substantial compliance with such existing
regulations.
Under the Clean Air Act Amendments of 1990, the Company is required
to significantly reduce total annual emissions of sulfur dioxide by the year
2000. Significant reductions in nitrogen oxide will also be required. With
switching to low-sulfur coal and early banking of emission credits, the Company
anticipates that it can comply with the requirements of the law with no
significant increase in revenue needs because the related capital costs,
currently estimated at about $300 million, will be largely offset by lower fuel
costs. As of the end of 1994 about 65% of the Clean Air Act related capital
costs had been expended.
As of December 31, 1994, the Company was designated a potentially
responsible party ("PRP") by federal or state environmental protection agencies
for five hazardous waste sites. Other hazardous waste sites have been
identified for which the Company may be responsible but has not been designated
a PRP. The Company continually reviews the remedial costs that will be
required for these sites. However, such costs are not expected to have a
material adverse effect on the Company's financial position.
Other aspects of the Company's business are subject to the
jurisdiction of various regulatory authorities.
INDUSTRY ISSUES
The Company is facing issues common to the electric and gas utility
industries which have emerged during the past several years. These issues
include: changes in the structure of the industry as a result of amendments to
federal laws regulating ownership of generating facilities and access to
transmission systems; the potential for more intense competition; continually
developing environmental laws, regulations and issues; public concern about the
siting of new facilities; increasing public attention on the potential public
health consequences of exposure to electric and magnetic fields emanating from
power lines and other electric sources; proposals for demand side management
programs; and public concerns about the disposal of nuclear wastes and about
global climate issues. The Company is monitoring these issues and is unable to
predict at this time what impact, if any, these issues will have on its
operations or financial condition.
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<PAGE> 7
OPERATING STATISTICS
The information on Page 33 in the Company's 1994 Annual Report is
incorporated herein by reference.
OTHER STATISTICAL INFORMATION
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
KILOWATTHOUR OUTPUT (in millions)
Fossil fuel generation . . . . . . . . . 21,941 19,582 21,266 22,144 22,882
Nuclear generation . . . . . . . . . . . 10,007 8,381 8,084 9,979 7,998
Hydro generation . . . . . . . . . . . . 1,714 1,971 1,509 1,148 1,610
Purchased from Electric
Energy, Inc. . . . . . . . . . . . . . 681 673 527 465 466
Net interchange and
other purchases . . . . . . . . . . . 44 3,360 1,819 194 (259)
------ ------ ------ ------ -------
Total Output . . . . . . . . . . . 34,387 33,967 33,205 33,930 32,697
Less line losses and system use . . . . . 2,412 2,389 2,300 2,320 2,252
------ ------ ------ ------ ------
KilowattHour Sales . . . . . . . . 31,975 31,578 30,905 31,610 30,445
====== ======= ====== ====== ======
Common Stock dividends
as a percentage
of earnings . . . . . . . . . . . . . . . 80 84 80 72 77
</TABLE>
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ITEM 2. PROPERTIES.
The following table sets forth information with respect to the
Company's generating facilities and capability at the time of the expected 1995
peak.
<TABLE>
<CAPTION>
Gross Kilowatt
Energy Installed
Source Plant Location Capability
------ ----- -------- ----------------
<S> <C> <C> <C>
Coal Labadie Franklin County, Mo. 2,340,000
Rush Island Jefferson County, Mo. 1,212,000
Sioux St. Charles County, Mo. 990,000
Meramec St. Louis County, Mo. 925,000
---------
Total Coal 5,467,000
Nuclear Callaway Callaway County, Mo. 1,180,000
Hydro Osage Lakeside, Mo. 212,000
Keokuk Keokuk, Ia. 119,000
---------
Total Hydro 331,000
Oil and Venice Venice, Ill. 459,000
Natural Other Various 386,000
Gas ---------
Total Oil and
Natural Gas 845,000
Pumped-
storage Taum Sauk Reynolds County, Mo. 350,000
---------
TOTAL 8,173,000
=========
</TABLE>
In planning its construction program, the Company is presently
utilizing a forecast of kilowatthour sales growth of approximately 1.8% and
peak load growth of 1.1%, each compounded annually, and is providing for a
minimum reserve margin of approximately 18% to 22% above its anticipated peak
load requirements.
See "Operating Statistics", incorporated by reference in Part I of
this Form 10-K, for information on loads and capability during the five-year
period ended 1994.
See "Liquidity and Capital Resources" under "Management's Discussion
and Analysis" on Page 18 of the 1994 Annual Report pages incorporated herein by
reference for information on the 1992 purchase and sale of certain properties.
The Company is a member of one of the nine regional electric
reliability councils organized for coordinating the planning and operation of
the nation's bulk power supply - MAIN (Mid-America Interconnected Network)
operating primarily in Wisconsin, Illinois and Missouri. The Company has
interconnections for the exchange of power, directly and through the facilities
of
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<PAGE> 9
others, with fifteen private utilities and with Associated Electric
Cooperative, Inc., the City of Columbia, Missouri, the Southwestern Power
Administration and the Tennessee Valley Authority.
The Company owns 40% of the capital stock of Electric Energy, Inc.
("EEI"), the balance of which is held by three other sponsoring companies --
Kentucky Utilities Company ("KU"), Central Illinois Public Service Company
("CIPS"), and Illinois Power Company ("IP"). EEI owns and operates a
generating plant with a nominal capacity of 1,000 mW. As of January 1, 1994,
60% of the plant's output is committed to the Paducah Project of the DOE, 20%
is committed to KU, 10% to the Company, and 5% each to IP and CIPS.
As of December 31, 1994, the Company owned approximately 3,315
circuit miles of electric transmission lines and substations with a transformer
capacity of approximately 44,697,000 kVA. The Company owns four propane-air
plants with an aggregate daily natural gas equivalent capacity of 31,590
million cubic feet and 2,590 miles of gas mains. Other properties of the
Company include distribution lines, underground cable, steam distribution
facilities in Jefferson City, Missouri and office buildings, warehouses,
garages and repair shops.
The Company has fee title to all principal plants and other
important units of property, or to the real property on which such facilities
are located (subject to mortgage liens securing outstanding indebtedness of the
Company and to permitted liens and judgment liens, as defined), except that (i)
a portion of the Osage Plant reservoir, certain facilities at the Sioux Plant,
certain of the Company's substations and most of its transmission and
distribution lines and gas mains are situated on lands occupied under leases,
easements, franchises, licenses or permits; (ii) the United States and/or the
State of Missouri own, or have or may have, paramount rights to certain lands
lying in the bed of the Osage River or located between the inner and outer
harbor lines of the Mississippi River, on which certain generating and other
properties of the Company are located; and (iii) the United States and/or State
of Illinois and/or State of Iowa and/or City of Keokuk, Iowa own, or have or
may have, paramount rights with respect to, certain lands lying in the bed of
the Mississippi River on which a portion of the Company's Keokuk Plant is
located.
Substantially all of the Company's property and plant is subject to
the direct first lien of an Indenture of Mortgage and Deed of Trust dated June
15, 1937, as amended and supplemented. As part of the 1983 merger of the
Company with its utility subsidiaries, the Company assumed the mortgage
indenture of each subsidiary. Currently, the prior liens of two former
subsidiary indentures extend to the property and franchises acquired by the
Company from such subsidiaries. Such indentures also contain provisions
subjecting to the prior lien thereof after-acquired property of the Company
constituting (with certain exceptions) additions, extensions, improvements,
repairs, and replacements appurtenant to property acquired in the merger. In
addition, one such indenture contains a provision subjecting to the prior lien
thereof after-acquired property of the Company situated in the territory served
by the former subsidiary prior to the merger.
ITEM 3. LEGAL PROCEEDINGS.
The Company is involved in legal and administrative proceedings before
various courts and agencies with respect to matters arising in the ordinary
course of business, some of which involve substantial amounts. Management is
of the opinion that the final disposition of these proceedings will not have a
material adverse effect on the Company's financial position.
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<PAGE> 10
INFORMATION REGARDING EXECUTIVE OFFICERS REQUIRED BY ITEM 401(b) OF REGULATION
S-K:
<TABLE>
<CAPTION>
Date First
Age At Elected or
Name 12/31/94 Present Position Appointed
---- -------- ---------------- ------------
<S> <C> <C> <C>
Charles W. Mueller 56 President 7/1/93
Chief Executive Officer 1/1/94
and Director 6/11/93
Donald E. Brandt 40 Senior Vice President 7/1/88
Charles A. Bremer 50 Senior Vice President 7/1/88
Robert O. Piening 57 Senior Vice President 7/1/88
Donald F. Schnell 62 Senior Vice President 7/1/88
Charles J. Schukai 60 Senior Vice President 7/1/88
Paul A. Agathen 47 Vice President 2/1/95
M. Patricia Barrett 57 Vice President 3/1/91
James J. Beisman 61 Vice President 4/24/84
Donald W. Capone 59 Vice President 7/1/88
William J. Carr 57 Vice President 10/1/88
William E. Jaudes 57 Vice President and 4/23/85
General Counsel 4/22/80
R. Alan Kelley 42 Vice President 7/1/88
Herbert W. Loeh 62 Vice President 4/24/84
Michael J. Montana 48 Vice President 7/1/88
Gary L. Rainwater 48 Vice President 7/1/93
Garry L. Randolph 46 Vice President 3/1/91
William A. Sanford 61 Vice President 10/6/78
Robert J. Schukai 56 Vice President 7/1/88
</TABLE>
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<PAGE> 11
<TABLE>
<CAPTION>
Date First
Age At Elected or
Name 12/31/94 Present Position Appointed
---- -------- ---------------- ------------
<S> <C> <C> <C>
William C. Shores 56 Vice President 7/1/88
Ronald C. Zdellar 50 Vice President 7/1/88
Joseph M. Pfeifer 60 Controller 7/1/88
James C. Thompson 55 Secretary 12/1/82
Jerre E. Birdsong 40 Treasurer 7/1/93
</TABLE>
All officers are elected or appointed annually by the Board of
Directors following the election of such Board at the annual meeting of
stockholders held in April. There are no family relationships between the
foregoing officers of the Company except that Charles J. Schukai and Robert J.
Schukai are brothers. Each of the above-named executive officers has been
employed by the Company for more than five years in executive or management
positions.
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<PAGE> 12
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
Information required to be reported by this item is included on page
37 of the 1994 Annual Report and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
Information for the 1990-1994 period required to be reported by this
item is included on pages 34 and 35 of the 1994 Annual Report and is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Information required to be reported by this item is included on pages
16, 17 and 18 of the 1994 Annual Report and is incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements of the Company on pages 20 through 32, the
report thereon of Price Waterhouse LLP appearing on page 19 and the Selected
Quarterly Information on page 26 of the 1994 Annual Report are incorporated
herein by reference.
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<PAGE> 13
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Any information concerning directors required to be reported by this
item is included under "Item (1): Election of Directors" in the Company's 1995
definitive proxy statement filed pursuant to Regulation 14A and is incorporated
herein by reference.
Information concerning executive officers required by this item is
reported in Part I of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION.
Any information required to be reported by this item is included under
"Compensation" in the Company's 1995 definitive proxy statement filed pursuant
to Regulation 14A and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Any information required to be reported by this item is included under
"Security Ownership of Management" in the Company's 1995 definitive proxy
statement filed pursuant to Regulation 14A and is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Any information required to be reported by this item is included under
"Item (1): Election of Directors" in the Company's 1995 definitive proxy
statement filed pursuant to Regulation 14A and is incorporated herein by
reference.
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<PAGE> 14
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of this report:
1. Financial Statements: *
<TABLE>
<CAPTION>
PAGE FROM 1994
ANNUAL REPORT
---------------
<S> <C>
Report of Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . 19
Statement of Income - Years 1994, 1993, and 1992 . . . . . . . . . . . . . . . . 20
Statement of Cash Flows - Years 1994, 1993, and 1992 . . . . . . . . . . . . . . 21
Balance Sheet - December 31, 1994 and 1993 . . . . . . . . . . . . . . . . . . . 22
Long-Term Debt - December 31, 1994 and 1993 . . . . . . . . . . . . . . . . . . . 24
Preferred Stock - December 31, 1994 and 1993 . . . . . . . . . . . . . . . . . . 25
Statement of Retained Earnings - Years 1994, 1993, and 1992 . . . . . . . . . . . 26
Statement of Other Paid-in Capital - Years 1994, 1993, and 1992 . . . . . . . . . 26
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . 27
</TABLE>
*Incorporated by reference from the indicated pages of the 1994
Annual Report
2. Financial Statement Schedules:
The following schedule, for the years ended December 31, 1994,
1993, and 1992, should be read in conjunction with the
aforementioned financial statements (schedules not included have
been omitted because they are not applicable or the required data
is shown in the aforementioned financial statements).
<TABLE>
<CAPTION>
PAGES HEREIN
------------
<S> <C>
Report of Independent Accountants on Financial
Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Valuation and Qualifying Accounts (Schedule VIII) . . . . . . . . . . . . . . . . 14
</TABLE>
3. Exhibits: See EXHIBITS, Page 16
(b) Reports on Form 8-K. None
- 12 -
<PAGE> 15
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of Union Electric Company
Our audits of the financial statements referred to in our report dated January
31, 1995 appearing in the 1994 Annual Report to Stockholders of Union Electric
Company (which report and financial statements are incorporated by reference in
this Annual Report on Form 10-K) also included an audit of the Financial
Statement Schedule listed in Item 14(a) of this Form 10-K. In our opinion,
this Financial Statement Schedule presents fairly, in all material respects,
the information set forth therein when read in conjunction with the related
financial statements.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
St. Louis, Missouri
January 31, 1995
- 13 -
<PAGE> 16
UNION ELECTRIC COMPANY
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
Col. A. Col. B Col. C Col. D. Col. E
------- ------ ------ ------- ------
Additions
---------------------------------
(1) (2)
Balance at Charged to Balance at
beginning costs and Charged to end of
Description of period expenses other accounts Deductions period
----------- ----------- ---------- -------------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1994 (Note)
Reserves deducted in the balance sheet from
assets to which they apply:
Allowance for doubtful accounts $6,194,179 $10,800,000 $10,716,801 $6,277,378
========== =========== =========== ==========
Year ended December 31, 1993
Reserves deducted in the balance sheet from
assets to which they apply:
Allowance for doubtful accounts $5,857,615 $10,800,000 $10,463,436 $6,194,179
========== =========== =========== ==========
Year ended December 31, 1992
Reserves deducted in the balance sheet from
assets to which they apply:
Allowance for doubtful accounts $6,232,575 $11,252,000 $11,626,960 $5,857,615
========== =========== =========== ==========
</TABLE>
Note: Uncollectable accounts charged off, less recoveries.
- 14 -
<PAGE> 17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
UNION ELECTRIC COMPANY
(Registrant)
CHARLES W. MUELLER
President and
Chief Executive Officer
Date March 10, 1995 By /s/ James C. Thompson
(James C. Thompson, Attorney-in-Fact)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
CHARLES W. MUELLER President, Chief Executive
Officer and Director
(Principal Executive Officer)
DONALD E. BRANDT Senior Vice President
(Principal Financial and Accounting Officer)
WILLIAM E. CORNELIUS Director
THOMAS A. HAYS Director
THOMAS H. JACOBSEN Director
RICHARD A. LIDDY Director
JOHN PETERS MacCARTHY Director
PAUL L. MILLER, JR. Director
ROBERT H. QUENON Director
HARVEY SALIGMAN Director
JANET MCAFEE WEAKLEY Director
</TABLE>
By /s/ James C. Thompson March 10, 1995
(James C. Thompson, Attorney-in-Fact)
- 15 -
<PAGE> 18
EXHIBITS
Exhibits Filed Herewith
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
12(a) - Statement re Computation of Ratios of Earnings to Fixed Charges, 12 Months Ended December 31, 1994.
12(b) - Statement re Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements, 12
Months Ended December 31, 1994.
13 - Those pages of the 1994 Annual Report incorporated herein by reference.
23 - Consent of Independent Accountants.
24 - Powers of Attorney.
27 - Financial Data Schedule.
</TABLE>
- 16 -
<PAGE> 19
EXHIBITS INCORPORATED BY REFERENCE
The following exhibits heretofore have been filed with the
Securities and Exchange Commission pursuant to requirements of the Acts
administered by the Commission. Such exhibits are identified by the references
following the listing of each such exhibit, and they are hereby incorporated
herein by reference under Rule 24 of the Commission's Rules of Practice.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
3(i) - Restated Articles of Incorporation of the Company, as filed with the Secretary of State of the State of
Missouri. (1993 Form 10-K, Exhibit 3(i).)
3(ii) - By-Laws of the Company as amended to June 12, 1992. (1992 Form 10-K, Exhibit 3.4.)
4.1 - Order of the Securities and Exchange Commission dated October 16, 1945 in File No. 70-1154 permitting the issue
of Preferred Stock, $3.70 Series. (Registration No. 2-27474, Exhibit 3-E.)
4.2 - Order of the Securities and Exchange Commission dated April 30, 1946 in File No. 70-1259 permitting the issue of
Preferred Stock, $3.50 Series. (Registration No. 2-27474, Exhibit 3-F.)
4.3 - Order of the Securities and Exchange Commission dated October 20, 1949 in File No. 70-2227 permitting the issue
of Preferred Stock, $4.00 Series. (Registration No. 2-27474, Exhibit 3-G.)
4.4 - Indenture of Mortgage and Deed of Trust of the Company dated June 15, 1937, as amended May 1, 1941, and Second
Supplemental Indenture dated May 1, 1941. (Registration No. 2-4940, Exhibit B-1.)
4.5 - Supplemental Indentures to Mortgage
</TABLE>
<TABLE>
<CAPTION>
Dated as of File Reference Exhibit No.
----------- -------------- -----------
<S> <C> <C>
April 1, 1965 Form 8-K, April 1965 3
May 1, 1966 2-56062 2.33
March 1, 1967 2-58274 2.9
April 1, 1971 Form 8-K, April 1971 6
February 1, 1974 Form 8-K, February 1974 3
July 7, 1980 2-69821 4.6
May 1, 1990 Form 10-K, 1990 4.6
December 1, 1991 33-45008 4.4
December 4, 1991 33-45008 4.5
January 1, 1992 Form 10-K, 1991 4.6
October 1, 1992 Form 10-K, 1992 4.6
December 1, 1992 Form 10-K, 1992 4.7
February 1, 1993 Form 10-K, 1992 4.8
May 1, 1993 Form 10-K, 1993 4.6
</TABLE>
- 17 -
<PAGE> 20
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
Dated as of File Reference Exhibit No.
----------- -------------- -----------
<S> <C> <C> <C>
4.5 - (continued)
August 1, 1993 Form 10-K, 1993 4.7
October 1, 1993 Form 10-K, 1993 4.8
January 1, 1994 Form 10-K, 1993 4.9
<CAPTION>
<S> <C>
4.6 - Indenture of Mortgage and Deed of Trust of Missouri Power & Light Company dated July 1, 1946 and
Supplemental Indentures dated July 1, 1946, November 1, 1949, June 1, 1951, July 1, 1954, December 1, 1959, July 1,
1962, March 1, 1966, April 1, 1967, June 15, 1969, April 15, 1973, December 1, 1974, May 1, 1976 and July 1, 1979.
(Registration No. 2-87469, Exhibit 4.1.)
4.7 - Fourteenth Supplemental Indenture dated as of December 30, 1983 to the Mortgage and Deed of Trust dated
July 1, 1946, of Missouri Power & Light Company. (1983 Form 10-K, Exhibit 4.23.)
4.8 - Instrument of Substitution of Individual Trustee dated as of November 1, 1988 under the Mortgage and Deed
of Trust dated July 1, 1946 of Union Electric Company (successor to Missouri Power & Light Company). (1988 Form
10-K, Exhibit 4.8.)
4.9 - Indenture of Mortgage or Deed of Trust of Missouri Edison Company dated July 1, 1945 and Supplemental
Indentures dated January 1, 1952, June 1, 1961, June 1, 1965, August 1, 1975, September 1, 1976, November 1, 1977,
February 1, 1981 and July 1, 1982. (Registration No. 2-87469, Exhibit 4.2.)
4.10 - Ninth Supplemental Indenture dated as of December 30, 1983 to the Indenture of Mortgage or Deed of Trust
dated as of July 1, 1945 of Missouri Edison Company. (1983 Form 10-K, Exhibit 4.24.)
4.11 - Instrument of Substitution of Trustee dated as of March 1, 1985 under the Indenture of Mortgage or Deed of
Trust dated July 1, 1945 of Union Electric Company (successor to Missouri Edison Company). (1984 Form 10-K,
Exhibit 4.10.)
4.12 - Instrument of Substitution of Trustee dated as of October 14, 1986 under the Indenture of Mortgage or Deed
of Trust dated July 1, 1945 of Union Electric Company (successor to Missouri Edison Company). (September 30, 1986
Form 10-Q, Exhibit 4.2.)
4.13 - Series A Agreement of Sale dated as of June 1, 1984 between the State Environmental Improvement and Energy
Resources Authority of the State of Missouri and the Company, together with Letter of Credit and Reimbursement
Agreement dated as of June 1, 1984 between Citibank, N.A. and the Company and Series A Trust Indenture dated as of
June 1, 1984 between the Authority and Mercantile Trust Company National Association, as trustee. (Registration
No. 2-96198, Exhibit 4.25.)
</TABLE>
- 18 -
<PAGE> 21
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.14 - Reimbursement Agreement dated as of April 21, 1992 among Swiss Bank Corporation, various financial
institutions, and the Company, providing for an alternate letter of credit to serve as a source of payment for
bonds issued under the Series A Trust Indenture dated as of June 1, 1984. (1992 Form 10-K, Exhibit 4.23.)
4.15 - Series B Agreement of Sale dated as of June 1, 1984 between the State Environmental Improvement and Energy
Resources Authority of the State of Missouri and the Company, together with Reimbursement Agreement dated as of
June 1, 1984 between Chemical Bank and the Company and Series B Trust Indenture dated as of June 1, 1984 between
the Authority and Mercantile Trust Company National Association, as trustee. (Registration No. 2-96198, Exhibit
4.26.)
4.16 - Reimbursement Agreement dated as of April 22, 1988 between Union Bank of Switzerland and the Company,
providing for an alternate letter of credit to serve as a source of payment for bonds issued under the Series B
Trust Indenture dated as of June 1, 1984. (June 30, 1988 Form 10-Q, Exhibit 4.2.)
4.17 - Amendment and Extension Agreement dated as of June 1, 1990 to the Reimbursement Agreement dated as of
April 22, 1988 between Union Bank of Switzerland and the Company. (1990 Form 10-K, Exhibit 4.29.)
4.18 - Amendment and Extension Agreement dated as of June 1, 1991 to the amended Reimbursement Agreement dated as
of April 22, 1988 between Union Bank of Switzerland and the Company. (1992 Form 10-K, Exhibit 4.27.)
4.19 - Amendment Agreement dated as of June 1, 1992 to the amended Reimbursement Agreement dated as of April 22,
1988 between Union Bank of Switzerland and the Company. (1992 Form 10-K, Exhibit 4.28.)
4.20 - Series 1985 A Reaffirmation Agreement and Second Supplement to Agreement of Sale dated as of June 1, 1985
between the State Environmental Improvement and Energy Resources Authority of the State of Missouri and the
Company, together with Series 1985 A Reimbursement Agreement dated as of June 1, 1985 between Union Bank of
Switzerland and the Company and Series 1985 A Trust Indenture dated as of June 1, 1985 between the Authority and
Mercantile Trust Company National Association, as trustee and Texas Commerce Bank National Association, as
co-trustee. (June 30, 1985 Form 10-Q, Exhibit 4.1.)
4.21 - Amendment and Extension Agreement dated as of June 1, 1988 revising the Reimbursement Agreement dated as
of June 1, 1985 between Union Bank of Switzerland and the Company. (June 30, 1988 Form 10-Q, Exhibit 4.4.)
4.22 - Amendment and Extension Agreement dated as of June 1, 1990 revising the Reimbursement Agreement dated as
of June 1, 1985, as amended, between Union Bank of Switzerland and the Company. (1990 Form 10-K, Exhibit 4.37.)
</TABLE>
- 19 -
<PAGE> 22
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.23 - Amendment and Extension Agreement dated as of June 1, 1991 to the amended Reimbursement Agreement dated as
of June 1, 1985 between Union Bank of Switzerland and the Company. (1992 Form 10-K, Exhibit 4.32.)
4.24 - Amendment Agreement dated as of June 1, 1992 to the amended Reimbursement Agreement dated as of June 1,
1985 between Union Bank of Switzerland and the Company. (1992 Form 10-K, Exhibit 4.33.)
4.25 - Series 1985 B Reaffirmation Agreement and Third Supplement to Agreement of Sale dated as of June 1, 1985
between the State Environmental Improvement and Energy Resources Authority of the State of Missouri and the
Company, together with Series 1985 B Reimbursement Agreement dated as of June 1, 1985 between The Long-term Credit
Bank of Japan, Limited and the Company and Series 1985 B Trust Indenture dated as of June 1, 1985 between the
Authority and Mercantile Trust Company National Association, as trustee and Texas Commerce Bank National
Association, as co-trustee. (June 30, 1985 Form 10-Q, Exhibit 4.2.)
4.26 - Reimbursement Agreement dated as of February 1, 1993 between Westdeutsche Landesbank Girozentrale and the
Company, providing for an alternate letter of credit to serve as a source of payment for bonds issued under the
Series 1985 B Trust Indenture dated as of June 1, 1985. (1992 Form 10-K, Exhibit 4.35.)
4.27 - Loan Agreement dated as of May 1, 1990 between the State Environmental Improvement and Energy Resources
Authority of the State of Missouri and the Company, together with Indenture of Trust dated as of May 1, 1990
between the Authority and Mercantile Bank of St. Louis, N.A., as trustee. (1990 Form 10-K, Exhibit 4.40.)
4.28 - Loan Agreement dated as of December 1, 1991 between the State Environmental Improvement and Energy
Resources Authority and the Company, together with Indenture of Trust dated as of December 1, 1991 between the
Authority and Mercantile Bank of St. Louis, N.A., as trustee. (1992 Form 10-K, Exhibit 4.37.)
4.29 - Loan Agreement dated as of December 1, 1992, between the State Environmental Improvement and Energy
Resources Authority and the Company, together with Indenture of Trust dated as of December 1, 1992 between the
Authority and Mercantile Bank of St. Louis, N.A., as trustee. (1992 Form 10-K, Exhibit 4.38.)
4.30 - Fuel Lease dated as of February 24, 1981 between the Company, as lessee, and Gateway Fuel Company, as
lessor, covering nuclear fuel. (1980 Form 10-K, Exhibit 10.20.)
4.31 - Amendments to Fuel Lease dated as of May 8, 1984 and October 15, 1984, respectively, between the Company,
as lessee, and Gateway Fuel Company, as lessor, covering nuclear fuel. (Registration No. 2-96198, Exhibit 4.28.)
</TABLE>
- 20 -
<PAGE> 23
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.32 - Amendment to Fuel Lease dated as of October 15, 1986 between the Company, as lessee, and Gateway Fuel
Company, as lessor, covering nuclear fuel. (September 30, 1986 Form 10-Q, Exhibit 4.3.)
4.33 - Credit Agreement dated as of August 15, 1989 among the Company, Certain Lenders, The First National Bank
of Chicago, as Agent and Swiss Bank Corporation, Chicago Branch, as Co-Agent. (September 30, 1989 Form 10-Q,
Exhibit 4.)
4.34 - Credit Agreement dated as of November 8, 1991 between the Company, Certain Banks and Chemical Bank, as
Agent. (1991 Form 10- K, Exhibit 4.44.)
4.35 - Amendment dated as of October 26, 1992, to the Credit Agreement dated as of November 8, 1991 between the
Company, Certain Banks and Chemical Bank, as Agent. (1992 Form 10-K, Exhibit 4.44.)
10.1 - Deferred Compensation Plan for Members of the Board of Directors. (1992 Form 10-K, Exhibit 10.1.)
10.2 - Retirement Plan for Certain Directors. (1992 Form 10-K, Exhibit 10.2.)
10.3 - Deferred Compensation Plan for Members of the General Executive Staff. (1992 Form 10-K, Exhibit 10.3.)
10.4 - Executive Incentive Plan. (1992 Form 10-K, Exhibit 10.4.)
</TABLE>
Note: Reports of the Company on Forms 8-K, 10-Q and 10-K are on file with the
SEC under file number 1-2967.
- 21 -
<PAGE> 1
EXHIBIT 12(a)
UNION ELECTRIC COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------
1990 1991 1992 1993 1994
-------- -------- -------- -------- --------
(Thousands of Dollars Except Ratios)
<S> <C> <C> <C> <C> <C>
Net Income for the Period . . . . . . . $294,219 $321,512 $302,748 $297,160 $320,757
-------- -------- -------- -------- --------
Add:
Taxes Based on Income . . . . . . . . . 191,532 218,954 197,009 182,716 203,827
--------- --------- --------- --------- --------
Fixed Charges:
Interest on Debt . . . . . . . . . . 183,215 163,061 125,798 124,430 135,608 (*)
Amortization of Premium
and Discount, Less
Expense, on Debt; and
Bond Defeasance Cost . . . . . . 4,369 4,148 9,521 5,170 5,504
Rentals (See Note) . . . . . . . . . 1,114 1,171 908 1,314 1,299
--------- --------- --------- --------- ---------
Total Fixed Charges . . . . 188,698 168,380 136,227 130,914 142,411
-------- -------- -------- -------- --------
Earnings Available for Fixed
Charges . . . . . . . . . . . . . . . $674,449 $708,846 $635,984 $610,790 $666,995
======== ======== ======== ======== ========
Ratio of Earnings to Fixed
Charges . . . . . . . . . . . . . . . 3.57 4.21 4.66 4.66 4.68
======== ======== ======== ======== ========
</TABLE>
(*) Total annual interest charges on all bonds for the twelve months ended
December 31, 1994 was $112,340,000.
Note: Represents the interest factor applicable to rentals.
<PAGE> 1
EXHIBIT 12(b)
PAGE 1 of 2
UNION ELECTRIC COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------
1990 1991 1992 1993 1994
---- ---- ---- ---- ----
(Thousands of Dollars Except Ratios)
<S> <C> <C> <C> <C> <C>
Net income for the period . . . . . . . $294,219 $321,512 $302,748 $297,160 $320,757
Add:
Taxes based on income . . . . . . 191,532 218,954 197,009 182,716 203,827
Fixed charges (see below) . . . . 188,698 168,380 136,227 130,914 142,411
-------- -------- -------- -------- --------
Earnings available for fixed
charges and preferred stock
dividend requirements of Company . . $674,449 $708,846 $635,984 $610,790 $666,995
======== ======== ======== ======== ========
Fixed charges:
Interest on debt . . . . . . . . $183,215 $163,061 $125,798 $124,430 $135,608
Amortization of premium and
discount, less expense, on
debt; and bond defeasance
cost . . . . . . . . . . . . . 4,369 4,148 9,521 5,170 5,504
Rentals (see note) . . . . . . . 1,114 1,171 908 1,314 1,299
-------- -------- -------- -------- --------
Total fixed charges . . . . . . $188,698 $168,380 $136,227 $130,914 $142,411
Preferred stock dividend requirements
of Company* (Adjusted for income
tax effect) . . . . . . . . . . . . 22,901 22,213 21,852 21,537 20,514
-------- -------- -------- -------- --------
Total fixed charges and preferred
stock dividend requirements . . . . $211,599 $190,593 $158,079 $152,451 $162,925
======== ======== ======== ======== ========
Ratio of earnings to fixed charges
and preferred stock dividends . . . 3.19 3.72 4.02 4.01 4.09
======== ======== ======== ======== ========
</TABLE>
Note: Represents the interest factor applicable to rentals.
* See following page for supporting computation.
<PAGE> 2
EXHIBIT 12(b)
PAGE 2 of 2
UNION ELECTRIC COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------
1990 1991 1992 1993 1994
---- ---- ---- ---- ----
(Thousands of Dollars Except Ratios)
<S> <C> <C> <C> <C> <C>
Computation of preferred stock
dividend requirements of Company,
adjusted for income tax effect*
Preferred stock dividend require-
ments of Company, as shown on
statement of earnings . . . . . $14,693 $14,059 $14,058 $14,087 $13,252
Less deductible preferred stock
dividends** . . . . . . . . . . 2,085 2,085 2,085 1,973 1,816
--------- --------- --------- --------- --------
Non-deductible preferred stock
dividends . . . . . . . . . . . . $ 12,608 $ 11,974 $ 11,973 $ 12,114 $ 11,436
======== ======== ======== ======== ========
Excess of net income before income
taxes over net income (percentage)
See note below . . . . . . . 65.1% 68.1% 65.1% 61.5% 63.5%
------ ------ ------ ------ ------
Income tax effect on non-deductible
preferred stock dividends* . . . $8,208 $8,154 $7,794 $7,450 $7,262
Add:
Deductible preferred stock
dividends (above) . . . . . . . 2,085 2,085 2,085 1,973 1,816
Non-deductible preferred stock
dividends (above) . . . . . . . 12,608 11,974 11,973 12,114 11,436
-------- -------- -------- -------- --------
Preferred stock dividend requirements
of Company, adjusted for income
tax effect . . . . . . . . . . . $ 22,901 $ 22,213 $ 21,852 $ 21,537 $ 20,514
======== ======== ======== ======== ========
Note: Calculated as follows -
Net income before income
taxes . . . . . . . . . . . . $485,751 $540,466 $499,757 $479,876 $524,584
Less net income . . . . . . . . 294,219 321,512 302,748 297,160 320,757
-------- -------- -------- -------- --------
Excess - Taxes based on
income . . . . . . . . . . . $191,532 $218,954 $197,009 $182,716 $203,827
======== ======== ======== ======== ========
- Percentage of net income . . 65.1% 68.1% 65.1% 61.5% 63.5%
======== ======== ======== ======== ========
</TABLE>
* Income tax adjustment to reflect pre-tax earnings required to meet
preferred stock dividend.
** Dividends deductible on federal income tax return.
<PAGE> 1
MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Earnings and earnings per share fluctuated due to many conditions, the primary
ones being: weather variations, electric rate reductions, sales growth,
fluctuating operating costs, the purchase and sales of utility properties, new
accounting requirements, changes in interest expense and in income and property
taxes.
The impacts of the more significant items affecting revenues, costs, and
earnings during the past several years are analyzed and discussed below.
ELECTRIC OPERATING REVENUES
Electric Operating Revenues
<TABLE>
<CAPTION>
VARIATION FROM PRIOR YEAR
------------------------------------------------
(Millions of Dollars) 1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Rate variations $ -- $ (42.9) $ (.9)
Effect of abnormal weather (33.9) 74.9 (135.7)
Growth and other 37.5 4.5 59.8
------- ------- --------
$ 3.6 $ 36.5 $ (76.8)
======= ======= ========
</TABLE>
The increase in 1994 electric revenues reflects growth in sales to commercial
and industrial customers, offset by reduced sales to residential customers,
primarily due to milder weather in the first and third quarters of 1994
compared to 1993.
The increase in 1993 electric revenues primarily reflects increased sales from
colder, more normal winter weather in the first quarter 1993 followed by warmer
spring and summer weather when compared to 1992. These increased revenues were
partially offset by the November 1992 Missouri rate settlement effective
January 1, 1993, which decreased rates for all Missouri electric customers and
reduced annual revenues by approximately $42 million. The sale of the
Company's Iowa and northern Illinois retail properties in December 1992 reduced
1993 electric revenues $52 million which was offset by growth in other service
areas, including the territory purchased from Arkansas Power & Light Company in
March 1992. The lower 1992 electric revenues were primarily due to unusually
mild summer weather which reduced air conditioning use as compared to 1991.
The variation in electric revenues attributable to growth and other factors in
1992, 1993, and 1994 primarily reflects the differences in economic growth in
the Company's service territory for these periods. In 1992, normalized
kilowatthour sales increased 3.2% compared to 1991, which reflects both an
improved local economy and the addition of new customers resulting from the
purchase of the Missouri distribution properties of Arkansas Power & Light
Company in March 1992. In 1993, normalized kilowatthour sales decreased 0.8%
reflecting the loss of sales from disposition of our Iowa and northern Illinois
service territory partially offset by an improved local economy. In 1994,
normalized kilowatthour sales were 2.9% over 1993, demonstrating an improving
local economy. Other less significant factors contributing to variations in
electric sales are conservation, installation of energy efficient appliances,
and changes to and from alternative fuels.
OPERATING EXPENSES
Fuel and Purchased Power
<TABLE>
<CAPTION>
VARIATION FROM PRIOR YEAR
-----------------------------------------------
(Millions of Dollars) 1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
FUEL:
Variation in generation $ 52.6 $ (18.3) $ (36.7)
Price (76.9) (.4) (6.1)
Amortization of uranium
litigation settlement -- -- 2.7
Generation efficiencies (3.6) 6.7 (.3)
Department of Energy assessment 1.6 .4 --
Net Interchange Sales and
Purchased Power Variation (57.2) 17.6 35.7
------- ------- -------
$ (83.5) $ 6.0 $ (4.7)
======= ======= =======
</TABLE>
The decreased 1994 Fuel and Purchased Power costs reflect lower fuel prices
from burning low-sulfur coal at our fossil fuel power plants and greater
Callaway Plant generation due to the absence of a nuclear refueling outage in
1994. Higher generation, resulting in greater fuel costs, was more than offset
by reduced net purchased power costs and increased generating efficiencies.
The increased 1993 Fuel and Purchased Power costs reflect increased purchased
power and lower generating efficiencies offset in part by greater hydro
generation and reduced fossil-fueled generation. Increased power purchases
from other utilities were required in 1993 when flooding interrupted coal
deliveries to several of the Company's fossil-fueled power plants. The
decreased 1992 Fuel and Purchased Power costs reflect reduced generation
associated with lower electric sales and a Callaway refueling outage in 1992,
greater hydro generation and lower fuel prices, offset in part by greater net
purchased power costs.
Other variations in 1992 through 1994 operating expenses reflect recurring
conditions such as growth, inflation, and wage and benefit increases. In 1994,
operations expenses, other than fuel and purchased power costs decreased $10
million, primarily due to a $7 million reduction of natural gas
16
<PAGE> 2
purchased for resale, a $5 million decrease in labor costs and a $3 million
decrease in employee benefit expenses, partially offset by increased provision
for injuries and damages and higher consulting and communication expenses. In
1993, operations expenses, other than fuel and purchased power costs, increased
$64 million, primarily due to a $32 million increase in employee postretirement
benefits expense pursuant to Statement of Financial Accounting Standards (SFAS)
No. 106, "Employers' Accounting for Postretirement Benefits other than
Pensions", a $14 million increase in natural gas purchased for resale, a $5
million increase in labor costs, and higher pensions, professional and computer
services, regulatory fees, and provision for injuries and damages. In 1992,
operations expenses, other than fuel and purchased power costs, increased $7
million, primarily reflecting a $5 million increase in labor costs, a $4
million increase in employee benefit expenses, a $2 million increase in natural
gas purchased for resale, offset in part by a $5 million decrease in nuclear
spent fuel disposal cost, primarily due to the refueling outage at Callaway
Plant and a refund of overcharges from the Department of Energy.
In 1994, maintenance expenses increased $8 million primarily due to increased
maintenance expenses at our fossil fuel power plants and greater tree trimming
expense, partially offset by lower Callaway Plant maintenance (no refueling
outage in 1994) and reduced labor costs. In 1993, maintenance expenses
increased $3 million primarily due to flood-related labor expenses. In 1992,
maintenance expenses increased $17 million, due to a $20 million increase in
Callaway Plant maintenance expenses primarily associated with Callaway's fifth
refueling, partially offset by reduced maintenance at other fossil-fueled
generating plants.
Depreciation expenses increased $6 million in each of the years 1994 and 1993,
due to increased depreciable property. Depreciation expense increased $10
million in 1992, primarily due to the purchase of the Missouri distribution
properties of Arkansas Power & Light Company in early 1992, a $3 million
increase in nuclear plant decommissioning expense and increased other
depreciable property.
Income taxes from operations in 1994 increased $27 million due to higher
pre-tax income and a higher effective Missouri income tax rate. Income taxes
from operations in 1993 reflect a higher federal income tax rate offset by
lower pre-tax income. Income taxes from operations decreased $43 million in
1992 due principally to lower pre-tax income.
In 1994, other taxes charged to operating expenses increased $4 million,
primarily due to increased real estate taxes and greater corporate franchise
taxes. In 1993, other taxes charged to operating expenses increased $6
million, primarily due to higher gross receipts and real estate taxes. In
1992, other taxes charged to operating expenses increased $3 million due to a
$7 million increase in real estate taxes, partially offset by a $4 million
reduction in gross receipts taxes associated with lower revenues.
CALLAWAY RATE PHASE-IN PLANS
See Note 1 under Notes to Financial Statements for information relative to
Callaway rate phase-in plans.
INTEREST
In 1994 interest expense increased $12 million, primarily due to greater amount
of total debt outstanding and higher interest rates on variable rate debt. In
1993 and 1992 interest expenses decreased $6 million, and $32 million,
respectively, primarily due to the refinancing of high-cost debt with lower
cost issues, lower interest rates on variable rate debt and a reduction in
total debt outstanding.
CONTINGENCIES
See Note 10 under Notes to Financial Statements for material issues existing at
December 31, 1994 that could affect the Company.
LIQUIDITY AND CAPITAL RESOURCES
CAPITAL REQUIREMENTS FORECAST
<TABLE>
<CAPTION>
ACTUAL Forecast
--------------------------------------------------
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net Construction Expenditures
(Millions of Dollars) $306 $320 $286 $244 $281 $299
% of Construction Requirements
Generated Internally 103% 113% 105% 140% 106% 100%
</TABLE>
The Company completed the construction of its Callaway Plant in late 1984.
Additional base load electric generation capacity is not anticipated until
after the year 2013. In addition to funds required for construction
expenditures during the 1995-1999 periods, $248 million will be required to
repay long-term debt and preferred stock maturities.
FIRST MORTGAGE BOND RATINGS
<TABLE>
<S> <C>
Moody's A1
Standard & Poor's AA-
Duff & Phelps A+
</TABLE>
Under the Clean Air Act Amendments of 1990, the Company is required to
significantly reduce total annual emissions of
17
<PAGE> 3
sulfur dioxide by the year 2000. Significant reductions in nitrogen oxide will
also be required. With switching to low-sulfur coal and early banking of
emission credits, the Company anticipates that it can comply with the
requirements of the law with no significant revenue increases because the
related capital costs, estimated at about $300 million, are largely offset by
lower fuel costs. At December 31, 1994 about 65 percent of the Clean Air Act
related capital costs had been expended.
On March 12, 1992, the Company purchased the Missouri retail electric
distribution properties of Arkansas Power & Light Company (a subsidiary of
Entergy Corporation) for $63 million. This acquisition increased the Company's
customers by 26,000 in 10 counties in southeastern Missouri adjacent to the
Company's existing service territory. In connection with the transaction, the
Company entered into a long-term power purchase agreement with AP&L which
allows the Company to serve the new customers cost-effectively and without
building additional generating capacity.
In December 1992, the Company sold its Iowa retail and wholesale electric
distribution properties to Iowa Electric Light & Power (a subsidiary of IES
Industries, Inc.) and its northern Illinois electric distribution properties to
Central Illinois Public Service Company. The Company served approximately
21,000 customers in the areas sold. The net book value of the properties sold
was $34 million. Sales proceeds totaled $68 million. As a result of these
sales, the Company realized a gain in 1992 of $18 million, net of tax. The
Company's hydroelectric generating station near Keokuk, Iowa and related
transmission facilities were not included in the sales.
A nuclear fuel lease agreement provides financing for the Company's nuclear
fuel requirements. Effective February 1, 1994, the maximum which can be
financed under the agreement was increased from $100 million to $120 million.
At December 31, 1994, $118 million of nuclear fuel was financed under the
lease.
The Company plans to continue utilizing short-term debt as support for normal
operations and other temporary requirements (see Note 3 under Notes to
Financial Statements). The Company is authorized by the Federal Energy
Regulatory Commission to have outstanding at any one time up to $600 million of
short-term unsecured debt instruments.
TAX MATTERS
See Income Taxes in Note 7 under Notes to Financial Statements regarding
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes."
ABOUT THE DIVIDEND
The Board of Directors does not set specific targets or payout parameters for
the Company's dividend payments. In their annual review of dividend payments,
however, the Board considers various issues, including the following: the
Company's historic earnings and cash flow; the Company's projected earnings,
cash flow and potential cash flow requirements; dividend increases among other
utilities; return on investments with similar risk characteristics, and overall
business considerations. In 1994, Union Electric paid 79.6 percent of its
earnings to its common stockholders.
ABOUT OUR STRATEGY
The Company's management and Board of Directors recognize the increasing
probability of more intense competition in the utility industry in the future.
Although no one can accurately predict the time or precise nature of this
competition, the Company operates its business assuming this competition will
occur. Union Electric's basic business strategy is threefold: 1) to improve
our competitive position by continually enhancing customer service; 2) to
maintain competitive electricity rates, and 3) to reduce costs to the lowest
levels possible without compromising customer service, employee safety,
environmental stewardship, fair returns to stockholders and fair rewards to
employees.
EFFECTS OF INFLATION AND CHANGING PRICES
The current replacement cost of the Company's utility plant substantially
exceeds its recorded historical cost. Under existing regulatory practice, only
the historical cost of plant is recoverable from customers. As a result, cash
flows designed to provide recovery of historical plant costs through
depreciation may not be adequate to replace plant in future years. However,
past practice indicates the Company will be allowed to earn on and to recover
the increased cost of replacement facilities when replacement occurs. The
impact on common stockholders is mitigated to the extent depreciable property
is financed with debt that can be repaid with dollars of less purchasing power.
18
<PAGE> 4
RESPONSIBILITY FOR FINANCIAL STATEMENTS
The management of Union Electric Company is responsible for the information and
representations contained in the financial statements and in other sections of
this Annual Report. The financial statements have been prepared in conformity
with generally accepted accounting principles. Other information included in
this report is consistent, where applicable, with the financial statements.
The Company maintains a system of internal accounting controls designed to
provide reasonable assurance as to the integrity of the financial records and
the protection of assets. Qualified personnel are selected and an organization
structure is maintained that provides for appropriate functional
responsibility.
Written policies and procedures have been developed and are revised as
necessary. The Company maintains and supports an extensive program of internal
audits with appropriate management follow up.
The Board of Directors, through its Auditing Committee comprised of outside
directors, is responsible for ensuring that both management and the independent
accountants fulfill their respective responsibilities relative to the financial
statements. Moreover, the independent accountants have full and free access to
meet with the Auditing Committee, with or without management present, to
discuss auditing or financial reporting matters.
REPORT OF INDEPENDENT ACCOUNTANTS
One Boatmen's Plaza Telephone 314-425-0500
St. Louis, MO 63101
- --------------------------------------------------------------------------------
PRICE WATERHOUSE LLP [LOGO]
To the Stockholders and Board of Directors January 31, 1995
of Union Electric Company
In our opinion, the accompanying balance sheet and the related statements of
income, long-term debt, preferred stock, retained earnings, other paid-in
capital, and cash flows present fairly, in all material respects, the financial
position of Union Electric Company at December 31, 1994 and 1993, and the
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1994, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
the Company'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 discussed in Note 8 to the financial statements, the Company changed its
method of accounting for postretirement benefits other than pensions in 1993.
/s/ PRICE WATERHOUSE LLP
19
<PAGE> 5
STATEMENT OF INCOME UNION ELECTRIC COMPANY
(Thousands of Dollars Except Shares and Per Share Amounts)
<TABLE>
<CAPTION>
YEAR 1994 Year 1993 Year 1992
--------- --------- ---------
<S> <C> <C> <C>
OPERATING REVENUES:
Electric $ 1,969,533 $ 1,965,980 $ 1,929,468
Gas 86,109 99,552 84,159
Other 474 472 1,494
----------- ----------- -----------
TOTAL OPERATING REVENUES 2,056,116 2,066,004 2,015,121
Operating Expenses:
Operations
Fuel and purchased power 329,562 413,054 407,067
Other 435,666 445,535 381,690
----------- ----------- -----------
765,228 858,589 788,757
Maintenance 197,760 190,097 187,267
Depreciation and nuclear
decommissioning 226,045 219,633 214,029
Amortization of phase-in plans
deferred costs -- -- 32,291
Income taxes 206,421 179,475 179,691
Other taxes 210,476 206,913 201,069
----------- ----------- -----------
TOTAL OPERATING EXPENSES 1,605,930 1,654,707 1,603,104
----------- ----------- -----------
OPERATING INCOME 450,186 411,297 412,017
OTHER INCOME AND DEDUCTIONS:
Gain on sales of electric property -- -- 34,810
Income taxes related to gain on sales
of electric property -- -- (16,711)
Allowance for equity funds used during
construction 5,767 6,418 3,115
Miscellaneous, net 403 3,919 (71)
----------- ----------- -----------
TOTAL OTHER INCOME AND DEDUCTIONS, NET 6,170 10,337 21,143
----------- ----------- -----------
INCOME BEFORE INTEREST CHARGES 456,356 421,634 433,160
----------- ----------- -----------
INTEREST CHARGES:
Interest 141,112 129,600 135,319
Allowance for borrowed funds used ----------- ----------- -----------
during construction (5,513) (5,126) (4,907)
----------- ----------- -----------
NET INTEREST CHARGES 135,599 124,474 130,412
----------- ----------- -----------
NET INCOME 320,757 297,160 302,748
----------- ----------- -----------
PREFERRED STOCK DIVIDENDS 13,252 14,087 14,058
----------- ----------- -----------
EARNINGS ON COMMON STOCK $ 307,505 $ 283,073 $ 288,690
=========== =========== ===========
EARNINGS PER SHARE OF COMMON STOCK
(based on average shares outstanding) $3.01 $2.77 $2.83
=========== =========== ===========
DIVIDENDS PER SHARE OF COMMON STOCK $2.395 $2.335 $ 2.26
=========== =========== ===========
AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 102,123,834 102,123,834 102,123,834
=========== =========== ===========
</TABLE>
See Notes to Financial Statements on pages 27 through 32.
20
<PAGE> 6
STATEMENT OF CASH FLOWS UNION ELECTRIC COMPANY
(Thousands of Dollars)
<TABLE>
<CAPTION>
YEAR 1994 Year 1993 Year 1992
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING:
Net income $ 320,757 $ 297,160 $ 302,748
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 216,731 210,341 237,659
Amortization of nuclear fuel 44,267 46,441 47,816
Gain on sales of electric property -- -- (34,810)
Allowance for funds used during construction (11,280) (11,544) (8,022)
Postretirement benefit accrual 24,680 31,970 --
Deferred income taxes, net (18,430) 51,154 44,950
Deferred investment tax credits, net (6,182) (7,626) (7,414)
Changes in assets and liabilities:
Receivables, net 23,020 (23,568) 22,408
Materials and supplies (10,643) 46,741 (9,938)
Accounts and wages payable (94,180) (8,258) 12,207
Taxes accrued 10,710 (5,762) (10,958)
Interest and dividends accrued or declared 14,657 2,351 (4,242)
Other, net 29,966 (2,378) (1,393)
NET CASH PROVIDED BY OPERATING ACTIVITIES ---------- --------- ---------
544,073 627,022 591,011
--------- --------- ---------
CASH FLOWS FROM INVESTING:
Construction expenditures (314,050) (266,433) (259,652)
Acquisition of electric property -- -- 62,430)
Sale of water property -- -- 8,500
Sales of electric property -- -- 68,702
Allowance for funds used during construction 11,280 11,544 8,022
Nuclear fuel expenditures (30,458) (37,494) (63,779)
--------- --------- ---------
NET CASH USED IN INVESTING ACTIVITIES (333,228) (292,383) (300,637)
--------- --------- ---------
CASH FLOWS FROM FINANCING:
Dividends on preferred and common stock (257,838) (252,546) (244,858)
Environmental bond funds 12,583 30,474 (4,915)
Redemptions -
Nuclear fuel lease (32,137) (52,907) (50,693)
Short-term debt (59,600) -- (34,500)
Long-term debt (25,000) (605,500) (520,076)
Preferred stock (26) (73,751) (26)
Issuances -
Nuclear fuel lease 51,386 51,593 40,534
Short-term debt -- 37,600 --
Long-term debt 100,000 455,000 521,500
Preferred stock -- 74,438 --
--------- ---------- ---------
NET CASH USED IN FINANCING ACTIVITIES (210,632) (335,599) (293,034)
--------- --------- ---------
NET CHANGE IN CASH AND CASH EQUIVALENTS 213 (960) (2,660)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
1,297 2,257 4,917
--------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 1,510 $ 1,297 $ 2,257
========= ========= =========
Cash and cash equivalents include cash on hand and
temporary investments purchased with a maturity
of three months or less.
Cash paid during the periods:
Interest (net of amount capitalized) $108,319 $112,296 $128,007
Income taxes $217,417 $145,129 $169,910
========= ========= =========
</TABLE>
See Notes to Financial Statements on pages 27 through 32.
21
<PAGE> 7
BALANCE SHEET UNION ELECTRIC COMPANY
(Thousands of Dollars)
<TABLE>
<CAPTION>
ASSETS DECEMBER 31, 1994 December 31, 1993
- ------ ----------------- -----------------
<S> <C> <C>
PROPERTY AND PLANT, AT ORIGINAL COST:
Electric $8,200,094 $7,916,493
Gas 160,729 149,167
Other 35,033 34,884
---------- ----------
8,395,856 8,100,544
Less accumulated depreciation and amortization 3,305,582 3,079,509
---------- ----------
5,090,274 5,021,035
Construction work in progress:
Nuclear fuel in process 134,815 101,265
Other 119,473 142,656
---------- ----------
TOTAL PROPERTY AND PLANT, NET 5,344,562 5,264,956
REGULATORY ASSET -- DEFERRED INCOME TAXES 732,478 762,331
---------- ----------
DEFERRED CHARGES AND OTHER ASSETS:
Unamortized debt expense 49,432 53,451
Nuclear decommissioning trust fund 53,906 44,420
Other 22,508 28,552
---------- ----------
TOTAL DEFERRED CHARGES AND OTHER ASSETS 125,846 126,423
CURRENT ASSETS:
Cash 1,510 1,297
Accounts receivable - trade (less allowance
for doubtful accounts of $6,277 and $6,194,
at respective dates) 164,803 178,559
Unbilled revenue 71,321 79,957
Other accounts and notes receivable 17,691 18,319
Materials and supplies, at average cost -
Fossil fuel 61,533 53,123
Construction and maintenance 89,683 87,450
Other 15,274 23,155
---------- ----------
TOTAL CURRENT ASSETS 421,815 441,860
---------- ----------
TOTAL ASSETS $6,624,701 $6,595,570
========== ==========
</TABLE>
See Notes to Financial Statements on pages 27 through 32.
22
<PAGE> 8
LONG-TERM DEBT UNION ELECTRIC COMPANY
(Thousand of Dollars)
<TABLE>
<CAPTION>
CAPITAL AND LIABILITIES DECEMBER 31, 1994 December 31, 1993
----------------- -----------------
<S> <C> <C>
CAPITALIZATION:
Common stock, $5 par value, authorized
150,000,000 shares - outstanding
102,123,834 shares (excluding 42,990
shares at par value in treasury) $ 510,619 $ 510,619
Other paid-in capital, principally premium
on common stock (see accompanying statement) 717,669 717,669
Retained earnings (see accompanying statement) 1,040,766 977,880
----------- ----------
Total common stockholders' equity 2,269,054 2,206,168
Preference stock, $1 par value,
authorized 7,500,000 shares -
none outstanding
Preferred stock not subject to mandatory
redemption (see accompanying statement) 218,497 218,497
Preferred stock subject to mandatory redemption
(see accompanying statement) 676 702
---------- ----------
Long-term debt (see accompanying statement) 1,833,623 1,777,153
Unamortized discount and premium on debt (10,134) (10,498)
---------- ----------
TOTAL CAPITALIZATION 4,311,716 4,192,022
ACCUMULATED DEFERRED INCOME TAXES 1,349,239 1,360,159
---------- ----------
ACCUMULATED DEFERRED INVESTMENT TAX CREDITS 172,705 178,887
---------- ----------
REGULATORY LIABILITY (Note 7) 229,333 266,399
---------- ----------
ACCUMULATED PROVISION FOR NUCLEAR DECOMMISSIONING 55,579 46,093
---------- ----------
OTHER DEFERRED CREDITS AND LIABILITIES 131,543 92,227
---------- ----------
CONSTRUCTION COMMITMENTS AND CONTINGENCIES (Notes 9, 10, and 11)
CURRENT LIABILITIES:
Current maturity of long-term debt 68,318 30,539
Accounts payable 61,575 153,474
Wages payable 35,045 37,326
Bank loans -- 59,600
Accumulated deferred income taxes 28,574 28,871
Income taxes accrued 36,481 25,147
Other taxes accrued 16,954 17,578
Interest accrued 55,909 41,252
Dividends declared 3,301 3,301
Other 68,429 62,695
---------- ----------
TOTAL CURRENT LIABILITIES 374,586 459,783
---------- ----------
TOTAL CAPITAL AND LIABILITIES $6,624,701 $6,595,570
========== ==========
</TABLE>
23
<PAGE> 9
LONG-TERM DEBT UNION ELECTRIC COMPANY
(Thousands of Dollars)
<TABLE>
<CAPTION>
DECEMBER 31, 1994 December 31, 1993
----------------- -----------------
<S> <C> <C>
FIRST MORTGAGE BONDS SERIES - note (a)
4 1/2% Due 1995 $ -- $ 35,000
4 3/4% Due 1995 -- 3,000
5 1/2% Due 1996 30,000 30,000
5 5/8% Due 1996 5,000 5,000
5 1/2% Due 1997 40,000 40,000
5 5/8% Due 1997 5,000 5,000
6 3/4% Due 1999 100,000 100,000
8.33% Due 2002 75,000 75,000
7.65% Due 2003 100,000 100,000
6 7/8% Due 2004 188,000 188,000
7 3/8% Due 2004 85,000 85,000
6 3/4% Due 2008 148,000 148,000
7.40% Due 2020 - note (b) 60,000 60,000
8 3/4% Due 2021 125,000 125,000
8 % Due 2022 85,000 85,000
8 1/4% Due 2022 104,000 104,000
7.15% Due 2023 75,000 75,000
7% Due 2024 100,000 --
5.45% Due 2028 - note (b) 44,000 44,000
UNSECURED LOANS - note (c)
Commercial paper - note (d) -- 25,000
MISSOURI ENVIRONMENTAL IMPROVEMENT -
Revenue bonds, 1984 Series A due 2014 - note (e) 80,000 80,000
1984 Series B due 2014 - note (e) 80,000 80,000
1985 Series A due 2015 - note (f) 70,000 70,000
1985 Series B due 2015 - note (f) 56,500 56,500
1991 Series due 2020 - note (f) 42,585 42,585
1992 Series due 2022 - note (f) 47,500 47,500
NUCLEAR FUEL LEASE - note (g) 88,038 68,568
---------- ----------
LONG-TERM DEBT - note (h) $1,833,623 $1,777,153
========== ==========
</TABLE>
(a) At December 31, 1994, substantially all of the property and plant was
mortgaged under, and subject to liens of, the respective indentures
pursuant to which the bonds were issued.
(b) Environmental Improvement Series.
(c) A bank credit agreement due 1999 permits the Company to borrow up to $200
million. Interest rates will vary depending on market conditions and the
Company's selection of various options under the agreement. At December
31, 1994, no such borrowings were outstanding.
(d) A bank credit agreement due 1997 permits the Company to borrow or to
support commercial paper borrowings up to $300 million. Interest rates
will vary depending on market conditions. At December 31, 1994, no such
borrowings were outstanding.
(e) On June 1 of each year, the interest rate is established for the
following year, or alternatively at the option of the Company, may be
fixed until maturity. A per annum rate of 3.75% is effective for the
year ending May 31, 1995. Thereafter, interest rates will depend on
market conditions and the selection of an annual versus remaining life
rate by the Company.
(f) Interest rates, and the periods during which such rates apply, vary
depending on the Company's selection of certain defined rate modes. The
average interest rates for the twelve months ended December 31, 1994, for
1985 Series A, 1985 Series B, 1991 Series and 1992 Series bonds were
2.85%, 2.91%, 3.07% and 3.12%, respectively.
(g) In addition to Nuclear Fuel Lease Long-Term Debt, at December 31, 1994
and 1993, $30 million and $31 million, respectively, were included under
current maturity of long-term debt.
(h) The estimated fair value of long-term debt at December 31, 1994 is
$1,728,346,000. This estimate is based primarily on market values of
actual or comparable securities at year end. The estimate may not
represent actual values of financial instruments that could have been
realized as of year end or that may be realized in the future.
See Notes to Financial Statements on pages 27 through 32.
24
<PAGE> 10
PREFERRED STOCK UNION ELECTRIC COMPANY
(Thousands of Dollars)
<TABLE>
<CAPTION>
DECEMBER 31, 1994 December 31, 1993
----------------- -----------------
<S> <C> <C>
PREFERRED STOCK NOT SUBJECT TO MANDATORY REDEMPTION:
Preferred stock outstanding without par value
(entitled to cumulative dividends) - note (a)
Stated value of $100 per share -
$7.64 Series - 330,000 shares $ 33,000 $ 33,000
$7.44 Series - 330,001 shares 33,000 33,000
$6.40 Series - 300,000 shares 30,000 30,000
$5.50 Series A - 14,000 shares 1,400 1,400
$5.50 Series B - 3,000 shares 300 300
$4.75 Series - 20,000 shares 2,000 2,000
$4.56 Series - 200,000 shares 20,000 20,000
$4.50 Series - 213,595 shares 21,359 21,359
$4.30 Series - 40,000 shares 4,000 4,000
$4.00 Series - 150,000 shares 15,000 15,000
$3.70 Series - 40,000 shares 4,000 4,000
3.50 Series - 130,000 shares 13,000 13,000
Stated value of $25.00 per share -
$1.735 Series - 1,657,500 shares 41,438 41,438
-------- --------
TOTAL PREFERRED STOCK NOT SUBJECT TO MANDATORY REDEMPTION $218,497 $218,497
======== ========
PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION:
Preferred stock outstanding without par value
(entitled to cumulative dividends) - note (a)
Stated value of $100 per share -
$6.30 Series - 6,760 and 7,020 shares at
respective dates, due 2020 - note (b) $676 $702
-------- --------
TOTAL PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION $676 $702
======== ========
</TABLE>
(a) Authorized Union Electric Company total preferred stock - 25,000,000
shares.
(b) The Company is required to retire 260 shares at $100 per share on June 1
of each year.
See Notes to Financial Statements on pages 27 through 32.
25
<PAGE> 11
STATEMENT OF RETAINED EARNINGS UNION ELECTRIC COMPANY
(Thousands of Dollars)
<TABLE>
<CAPTION>
YEAR 1994 Year 1993 Year 1992
--------- --------- ---------
<S> <C> <C> <C>
BALANCE AT BEGINNING OF PERIOD $ 977,880 $ 934,919 $ 877,029
Add:
Net income 320,757 297,160 302,748
---------- ---------- ----------
1,298,637 1,232,079 1,179,777
---------- ---------- ----------
Deduct:
Preferred stock dividends* 13,252 14,087 14,058
Common stock cash dividends - $2.395, $2.335,
and $2.26 per share, respectively 244,586 238,459 230,800
Capital stock expense 33 1,653 --
---------- ---------- ----------
257,871 254,199 244,858
---------- ---------- ----------
BALANCE AT CLOSE OF PERIOD $1,040,766 $ 977,880 $ 934,919
========== ========== ==========
</TABLE>
(Under mortgage indentures as amended, free and unrestricted retained earnings
at December 31, 1994 amounted to $1,005,284,000.)
*Preferred stock dividends include dividends declared, applicable to subsequent
periods.
STATEMENT OF OTHER PAID IN CAPITAL
(Thousands of Dollars)
<TABLE>
<CAPTION>
YEAR 1994 Year 1993 Year 1992
--------- --------- ---------
<S> <C> <C> <C>
BALANCE AT BEGINNING OF PERIOD $717,669 $718,482 $718,507
Capital stock expense -- (813) (25)
-------- -------- --------
BALANCE AT CLOSE OF PERIOD $717,669 $717,669 $718,482
======== ======== ========
</TABLE>
SELECTED QUARTERLY INFORMATION (Unaudited)
(Thousands of Dollars Except Per Share Amounts)
<TABLE>
<CAPTION>
Earnings Earnings
on Per Share
Operating Operating Net Common of Stock
Revenues Income Income Stock Outstanding
--------- --------- ------ -------- -----------
<S> <C> <C> <C> <C> <C>
QUARTER ENDED:
MARCH 31, 1994 $438,900 $ 65,151 $ 38,226 $ 34,913 $ .34
March 31, 1993 452,966 75,049 44,204 40,523 .40
JUNE 30, 1994 532,944 127,806 97,392 94,078 .92
June 30, 1993 512,209 115,298 86,846 83,401 .82
SEPTEMBER 30, 1994 677,240 205,473 166,475 163,163 1.60
September 30, 1993 689,330 188,513 161,288 157,641 1.54
DECEMBER 31, 1994 407,032 51,756 18,664 15,351 .15
December 31, 1993 411,499 32,437 4,822 1,508 .01
</TABLE>
Net Income and Earnings on Common Stock for the fourth quarter of 1993 reflect
the Callaway Plant refueling, the effect of which decreased earnings on common
stock by about $21 million ($.20 per share). The cost of flooding in the
Company's service territory in 1993 reduced earnings on common stock by $10
million ($.10 per share), primarily in the third quarter.
See Notes to Financial Statements on pages 27 through 32.
26
<PAGE> 12
NOTES TO FINANCIAL STATEMENTS UNION ELECTRIC COMPANY
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES
The Company is regulated by the Missouri Public Service Commission, Illinois
Commerce Commission, and the Federal Energy Regulatory Commission. The
accounting policies of the Company are in accordance with the rate-making
practices of the regulatory authorities having jurisdiction and, as such,
conform to generally accepted accounting principles as applied to regulated
public utilities. Following is a description of the Company's significant
accounting policies:
PROPERTY AND PLANT
The cost of additions to and betterments of units of property and plant is
capitalized. Cost includes labor, material, applicable taxes, and overheads,
plus an allowance for funds used during construction. Maintenance expenditures
and the renewal of items not considered units of property are charged to income
as incurred. When units of depreciable property are retired, the original cost
and removal cost, less salvage, are charged to accumulated depreciation.
DEPRECIATION
Depreciation is provided over the estimated lives of the various classes of
depreciable property by applying composite rates on a straight-line basis. The
provision for depreciation in 1994, 1993, and 1992 was approximately 3% of the
average depreciable cost.
NUCLEAR FUEL
The cost of nuclear fuel is amortized to fuel expense on a unit-of-production
basis. Spent fuel disposal cost is charged to expense based on kilowatthours
sold.
INCOME TAXES
Effective January 1993, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes". Under SFAS No. 109,
deferred tax assets and liabilities are recognized for the tax consequences of
transactions that have been treated differently for financial reporting and tax
return purposes, measured using statutory tax rates.
Investment tax credits utilized in prior years were deferred and are being
amortized over the useful lives of the properties to which they relate.
ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION
Allowance for funds used during construction (AFC) is a utility industry
accounting practice whereby the cost of borrowed funds and the cost of equity
funds (preferred and common stockholders' equity) applicable to the Company's
construction program are capitalized as a cost of construction. This
accounting practice offsets the effect on earnings of the cost of financing
current construction, and treats such financing costs in the same manner as
construction charges for labor and materials.
Under accepted rate-making practice, cash recovery of AFC, as well as other
construction costs, occurs when completed projects are placed in service and
reflected in customer rates.
AFC rates are established by the Company consistent with the methodology
prescribed by the Federal Energy Regulatory Commission. Average annual AFC
rates were 8.9% in 1994, 7.8% in 1993, and 6.2% in 1992.
CALLAWAY RATE PHASE-IN PLANS
The Callaway rate phase-in plans effective in 1985 as a result of regulatory
commission orders provided for the partial deferral of a cash recovery of costs
related to the Callaway Plant during the early years of the plans with recovery
of such deferrals in the later years of the plans.
A 1987 order of the Missouri Public Service Commission provided that $159
million of deferred costs at December 31, 1987, applicable to Missouri be
recovered in rates over the five years 1988 through 1992.
REVENUES
The Company accrues on its books estimated, but unbilled, revenue.
Operating Revenues include excise taxes of $97.9 million, $97.8 million and
$93.0 million for the years 1994, 1993, and 1992, respectively.
NOTE 2 - DEBT RETIREMENT PROVISIONS
During the five years from December 31, 1994, the amounts of debt maturities
totaling $248 million are: $68 million in 1995; $35 million in 1996; $45
million in 1997, and $100 million in 1999. Amounts for years subsequent to
1995 do not include nuclear fuel lease payments since the amounts of such
payments are not currently determinable.
Debt retirement provisions contained in some mortgage bond indentures of the
Company require, subject to certain alternatives, the redemption annually of 1%
of the principal amount (as defined) of each series of bonds. In substantially
all instances, as permitted by the indentures, the Company has been pledging
property additions in lieu of such redemptions.
27
<PAGE> 13
NOTES TO FINANCIAL STATEMENTS UNION ELECTRIC COMPANY
NOTE 3 - SHORT-TERM BORROWINGS
Short-term borrowings of the Company consist of bank loans (maturities
generally on an overnight basis) and commercial paper (maturities generally
within 10-45 days). At December 31, 1994, no such borrowings were outstanding.
The weighted average interest rate on borrowings outstanding for each of the
periods ended December 31, 1993 and 1992 was 3.3%.
At December 31, 1994, the Company had committed bank lines of credit
aggregating $184 million (all of which were unused) which make available
interim financing at various rates of interest based on LIBOR, the bank
certificate of deposit rate, or other options, and in support of which the
Company has agreements with its lending banks to pay annual fees up to 0.125%.
These lines of credit are renewable annually at various dates throughout the
year.
NOTE 4 - NUCLEAR FUEL LEASE
The Company has a lease agreement which provides for the financing of nuclear
fuel. Effective February 1, 1994, the maximum amount which may be financed
under the agreement was increased from $100 million to $120 million. Pursuant
to the terms of the lease, the Company has assigned to the lessor certain
contracts for purchase of nuclear fuel. The lessor obtains, through the
issuance of commercial paper or from direct loans under a committed revolving
credit agreement from commercial banks, the necessary funds to purchase the
fuel and make interest payments when due.
The Company is obligated to reimburse the lessor for all expenditures for
nuclear fuel, interest, and related costs. Obligations under this lease become
due as the nuclear fuel is consumed at the Company's Callaway nuclear plant.
The Company reimbursed the lessor $34.5 million during 1994, $55.0 million
during 1993, and $54.3 million during 1992.
The Company has capitalized the cost, including certain interest costs, of
the leased nuclear fuel and has recorded the related lease obligation. During
the years 1994, 1993, and 1992, the total interest charges under the lease were
$5.2 million, $3.1 million, and $4.4 million (based on average interest rates
of 4.7%, 3.6%, and 4.3%, respectively) of which $2.7 million, $1.4 million, and
$1.3 million, respectively, were capitalized.
NOTE 5 - PREFERRED STOCK
During the three years ended December 31, 1994, preferred stock, without par
value, was issued or redeemed as follows: issued 1,657,500 shares, $1.735
Series and 330,000 shares, $7.64 Series in 1993; redeemed 350,000 shares, $8.00
Series and 425,000 shares, $8.00 Series of 1971 in 1993. The Company retired
260 shares, $6.30 Series in 1994, 1993, and 1992.
<TABLE>
<CAPTION>
PREFERRED STOCK REDEMPTION PRICE
- ---------------- ----------------
(PER SHARE)
<S> <C>
$7.64 Series $103.82 (a)
$7.44 Series 101.00
$6.40 Series 101.50
$5.50 Series A 110.00
$5.50 Series B 103.50
$4.75 Series 102.176
$4.56 Series 102.47
$4.50 Series 110.00 (b)
$4.30 Series 105.00
$4.00 Series 105.625
$3.70 Series 104.75
$3.50 Series 110.00
$1.735 Series 25.00 (c)
$6.30 Series (d) 100.00
</TABLE>
(a) Beginning February 15, 2003, eventually declining to $100 per share.
(b) In the event of voluntary liquidation, $105.50.
(c) On or after August 1, 1998.
(d) The Company is required to retire 260 shares at $100 per share on June 1
of each year.
NOTE 6 - PREFERRED STOCK MANDATORY REDEMPTION PROVISIONS
During each of the five years 1995 through 1999, the Company will be required
to redeem $26,000 of the preferred stock outstanding at December 31, 1994.
28
<PAGE> 14
NOTE 7 - INCOME TAXES
Total income tax expense for 1994 resulted in an effective tax rate of 39% on
earnings before income taxes (38% in 1993 and 39% in 1992). The principal
reasons such rates differ from the statutory Federal rate are as follows:
<TABLE>
<CAPTION>
1994 1993 1992
----- ---- ----
<S> <C> <C> <C>
STATUTORY FEDERAL INCOME TAX RATE 35% 35% 34%
INCREASES (DECREASES) FROM:
Depreciation differences 1 2 1
Callaway rate phase-in plans -- -- 2
State tax 4 2 3
Miscellaneous, net (1) (1) (1)
--- --- ---
EFFECTIVE INCOME TAX RATE 39% 38% 39%
=== === ===
</TABLE>
Income tax expense components for the years shown are
as follows (in thousands):
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
TAXES CURRENTLY PAYABLE
(PRINCIPALLY FEDERAL):
Included in operating expenses $232,811 $147,062 $147,887
Included in other income -
Miscellaneous, net (4,373) (7,874) 11,586
DEFERRED TAXES
(PRINCIPALLY FEDERAL):
Included in operating expenses -
Depreciation differences (1,485) 49,566 37,588
Postretirement benefits (9,928) (11,921) --
Other (8,795) 2,394 1,630
Included in other income -
Depreciation differences 816 9,638 6,978
Other 963 1,477 (1,246)
DEFERRED INVESTMENT TAX CREDITS, NET
Included in operating expenses (6,182) (7,626) (7,414)
-------- -------- --------
TOTAL INCOME TAX EXPENSE $203,827 $182,716 $197,009
======== ======== ========
</TABLE>
Effective January 1993, the Company adopted SFAS No. 109, "Accounting for
Income Taxes." Prior to 1993, in accordance with accepted ratemaking practice,
deferred income taxes were not provided for certain temporary differences
flowed through to customers and the equity component of Allowance for Funds
Used During Construction. SFAS No. 109 requires recognition of the income tax
effect of such temporary differences. Accordingly, a Regulatory Asset,
representing the probable recovery from customers of future income taxes which
is expected to occur when the temporary differences reverse, has been recorded
along with a corresponding deferred tax liability. Also, a Regulatory
Liability recognizing the lower expected revenue resulting from reduced income
taxes associated with amortizing accumulated deferred investment tax credits,
has been recorded. The deferred tax asset corresponding to this Regulatory
Liability has been combined with the deferred tax liabilities.
SFAS No. 109 requires that deferred tax liabilities be adjusted for enacted
changes in tax laws or rates. Accordingly, the Company reduced its deferred
tax liabilities for amounts previously recorded in excess of the current
statutory rate. Recognizing that regulators will probably reduce future
revenues for these excess tax deferrals, the reduction in the deferred tax
liability was credited to the Regulatory Liability.
Adopting SFAS No. 109 increased both assets and liabilities at December 31,
1994 and 1993, by approximately $732 million and $762 million, respectively,
but did not affect the Company's earnings on common stock in these years.
Under SFAS No. 109, temporary differences gave rise to deferred tax assets and
deferred tax liabilities at year-end 1994 and 1993 as follows (in millions):
<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Depreciation $ 809 $ 806
Regulatory asset -- net 503 496
Capitalized taxes and expenses 117 127
Deferred benefit costs (41) (30)
Disallowed plant costs (10) (10)
------ ------
Total accumulated deferred income tax liabilities $1,378 $1,389
====== ======
</TABLE>
NOTE 8 - RETIREMENT BENEFITS
The Company has non-contributory, defined-benefit retirement plans covering
substantially all of its employees. Benefits are based on the employees' years
of service and compensation. The Company's funding policy is to contribute
annually at least the minimum amount required by government funding standards,
but not more than can be deducted for Federal income taxes. Plan assets consist
principally of common stocks and fixed income securities.
29
<PAGE> 15
NOTES TO FINANCIAL STATEMENTS UNION ELECTRIC COMPANY
(Continued)
NOTE 8 - RETIREMENT BENEFITS (cont'd)
Pension costs for the years 1994, 1993, and 1992, were $31 million, $27
million, and $25 million, respectively, of which approximately 18% was charged
to construction accounts in each of the years.
The plans' funded status follows (in millions):
<TABLE>
<CAPTION>
At December 31,
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
ACTUARIAL PRESENT VALUE OF BENEFIT OBLIGATION:
Vested benefit obligation $552 $607 $492
==== ==== ====
Accumulated benefit obligation $622 $686 $521
==== ==== ====
Projected benefit obligation for service
rendered to date $779 $820 $688
Less: Plan assets at fair value 706 738 671
---- ---- ----
Deficiency of plan assets versus
projected benefit obligation 73 82 17
Unrecognized net gain 18 4 55
Prior service cost not yet recognized in net
periodic pension cost (89) (93) (84)
Unrecognized net assets at transition 10 11 12
---- ---- ----
Accrued pension cost $ 12 $ 4 $ --
==== ==== ====
</TABLE>
Pension costs include the following components (in millions):
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Service cost - benefits earned during
the period $ 21 $ 18 $ 17
Interest cost on projected benefit obligation 60 59 56
Actual return on plan assets 8 (89) (52)
Net amortization and deferral (58) 39 4
----- ----- -----
Pension cost $ 31 $ 27 $ 25
===== ===== =====
</TABLE>
Assumptions for actuarial present value of projected benefit obligations are as
follows:
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Discount rate at measurement date 8.5% 7.25% 8.5%
Increase in future compensation 5.5% 4.25% 6.0%
Plan assets long-term rate of return 8.5% 8.5% 8.5%
</TABLE>
In addition to providing pension benefits, the Company provides certain health
care and life insurance benefits for retired employees. Substantially all of
the Company's employees may become eligible for those benefits if they reach
retirement age while working for the Company. Prior to 1993, the costs of
retiree health care and life insurance benefits were recognized on the basis of
claims paid. For 1994, 1993, and 1992, the actual claims paid were $15.6
million, $14.6 million, and $13.5 million, respectively.
Effective January 1993, the Company adopted SFAS
No. 106, "Employers' Accounting for Postretirement Benefits other than
Pensions," which requires accrual of expected postretirement benefit costs
during employees' years of service. Postretirement benefit costs for the years
1994 and 1993 were $46 million and $53 million, respectively, of which
approximately 18% was charged to construction accounts in each of the years.
The Company's transition obligation at December 31, 1994 is being amortized
over the next 18 years.
The plans' status follows (in millions):
<TABLE>
<CAPTION>
At December 31,
1994 1993
---- ----
<S> <C> <C>
ACCUMULATED POSTRETIREMENT BENEFIT OBLIGATION:
Active employees eligible for benefits $ 42 $ 47
Retired employees 188 169
Other active employees 60 109
------ ------
Total benefit obligation 290 325
Unrecognized - transition obligation (225) (265)
- gain/(loss) 4 (21)
------ ------
Accrued postretirement benefit costs $ 69 $ 39
====== ======
</TABLE>
Components of net periodic postretirement benefit cost are as
follows (in millions):
<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Service cost - benefits earned during the period $ 11 $ 9
Interest cost on projected benefit obligation 21 28
Amortization - transition obligation 13 16
- unrecognized loss 1 --
----- -----
Net periodic cost $ 46 $ 53
===== =====
</TABLE>
Assumptions for the obligation measurements are
as follows:
<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Discount rate at measurement date 8.5% 7.25%
Medical cost trend rate - initial 11.0% 11.25%
- ultimate 6.0% 5.25%
Ultimate medical cost trend rate expected in year 2000 2000
</TABLE>
A one percent increase in the medical cost trend rate is estimated to increase
the net periodic cost and the accumulated postretirement benefit obligation by
approximately $3 million and $22 million, respectively.
Adopting SFAS 106 reduced the Company's earnings on common stock by $14 million
or 14 cents per share in 1994 and $20 million or 20 cents per share in 1993.
30
<PAGE> 16
NOTE 9 - CONSTRUCTION COMMITMENTS
The Company is engaged in a construction program under which expenditures
averaging approximately $290 million including AFC are anticipated during each
of the next five years.
NOTE 10 - CONTINGENCIES
The Company's insurance coverage for its Callaway Plant is as follows:
<TABLE>
<CAPTION>
Type and Source of Coverage Maximum
(Millions of Dollars) Maximum Assessments for
Coverages Single Incidents
---------- ----------------
<S> <C> <C>
Public Liability:
American Nuclear Insurers $ 200.0 $ --
Pool Participation 8,720.3 79.3(a)
--------- -------
$ 8,920.3(b) $ 79.3
Nuclear Worker Liability:
American Nuclear Insurers $ 200.0(c) $ 3.1
--------- -------
Property Damage:
American Nuclear Insurers $ 500.0 $ --
Nuclear Electric Insurance Ltd. 2,250.0(d) 19.6
--------- -------
$ 2,750.0 $ 19.6
Replacement Power:
Nuclear Electric Insurance Ltd. $ 419.1(e) $ 3.2
--------- -------
</TABLE>
(a) Retrospective premium under the Price-Anderson liability provisions of
the Atomic Energy Act of 1954, as amended, (Price-Anderson). Subject to
retrospective assessment with respect to loss from an incident at any U.S.
reactor, payable at $10 million per year.
(b) Limit of liability for each incident under Price-Anderson.
(c) Total industry potential liability from workers claiming exposure to the
hazard of nuclear radiation. The policy includes an automatic
reinstatement thereby providing total coverage of $400 million.
(d) Includes up to $250 million for premature decommissioning costs in excess
of costs previously collected.
(e) Weekly indemnity of $3.1 million, for 52 weeks which commences after the
first 21 weeks of an outage, plus $2.5 million per week for 104 weeks
thereafter.
Price-Anderson limits the liability for claims from an incident involving any
licensed U.S. nuclear facility. Such limit is based on the number of licensed
reactors and is adjusted at least every five years based on the Consumer Price
Index. Utilities owning a nuclear reactor cover this exposure through a
combination of private insurance and mandatory participation in a financial
protection pool as established by Price-Anderson.
If losses from a nuclear incident at Callaway Plant exceed the limits of, or
are not subject to, insurance, or if coverage is not available, the Company
will self-insure the risk. Although the Company has no reason to anticipate a
serious nuclear incident, if one did occur it could have a material but
undeterminable adverse effect on the Company's financial position.
Under the Clean Air Act Amendments of 1990, the Company is required to reduce
total annual emissions of sulfur dioxide significantly by the year 2000.
Significant reductions in nitrogen oxide will also be required. With switching
to low-sulfur coal and early banking of emission credits, the Company
anticipates that it can comply with the requirements of the law with no
significant revenue increases because the related capital costs, estimated at
about $300 million, are largely offset by lower fuel costs. At year-end 1994
about 65 percent of the Clean Air Act related capital costs had been expended.
As of December 31, 1994, the Company was designated a potentially responsible
party (PRP) by federal and state environmental protection agencies at five
hazardous waste sites. Other hazardous waste sites have been identified for
which the Company may be responsible but has not been designated a PRP. The
Company continually reviews the remediation costs that will be required for
these sites. However, such costs are not expected to have a material adverse
effect on the Company's financial position.
The Company is involved in legal and administrative proceedings before various
courts and agencies with respect to matters arising in the ordinary course of
business, some of which involve substantial amounts. The Company believes that
the final disposition of these proceedings will not have a material adverse
effect on its financial position. In November 1992, the Missouri Public
Service Commission (MoPSC) approved a settlement among various parties
involving the Company's Missouri electric rates. Under the terms of the
settlement, rate decreases for all classes of Missouri electric customers
reduced 1993 annual revenues by approximately $42 million.
See Management's Discussion and Analysis -- Liquidity and Capital Resources for
information regarding the Company's acquisition and sales of electric
properties.
31
<PAGE> 17
NOTE 11 - CALLAWAY NUCLEAR PLANT
Under the Nuclear Waste Policy Act of 1982, the U.S. Department of Energy (DOE)
is responsible for the permanent storage and disposal of spent nuclear fuel.
DOE currently charges one mill per kilowatthour sold for future disposal of
spent fuel. Electric rates charged to customers provide for recovery of such
costs. DOE is not expected to have its permanent storage facility for spent
fuel available until at least 2010. The Company has sufficient storage
capacity at the Callaway Plant site until 2005 and has viable storage
alternatives under consideration. Each alternative will likely require Nuclear
Regulatory Commission approval and may require other regulatory approvals. The
delayed availability of DOE's disposal facility is not expected to adversely
affect the continued operation of the Callaway Plant.
The Balance Sheet at December 31, 1994, includes a $21 million liability and a
corresponding asset representing a special DOE assessment on all utilities
owning nuclear plants. The assessment is for the future decontamination,
decommissioning and reclamation of DOE uranium enrichment facilities. It will
be paid and charged to expense and recovered in rates over the next 14 years.
The staff of the Securities and Exchange Commission has questioned certain
accounting practices of the electric utility industry, regarding the
recognition, measurement and classification of decommissioning costs for
nuclear generating stations. In response to these questions, the Financial
Accounting Standards Board is reviewing the accounting for removal costs,
including nuclear decommissioning.
Electric rates charged to customers provide for recovery of Callaway Plant
decommissioning costs over the life of the plant, based on an assumed 40-year
life, ending with expiration of the plant's operating license in 2024. The
Callaway site is assumed to be decommissioned using the DECON (immediate
dismantlement) method. Decommissioning costs, including decontamination,
dismantling and site restoration, are estimated to be $383 million in current
year dollars and are expected to escalate 4.5% per year through the end of
decommissioning activity in 2033. Decommissioning costs are charged to
depreciation expense over Callaway's service life and amounted to $6.7 million
in each of the years 1994 and 1993, and $1.7 million in 1992. Every three
years, the MoPSC requires the Company to file updated cost studies for
decommissioning Callaway and electric rates may be adjusted at such times to
reflect changes in assumptions. Costs collected from customers are deposited
in an external trust fund established to provide for Callaway's
decommissioning. Fund earnings are expected to average 10.4% through 2017 and
8.4% thereafter. If the assumed return on trust assets is not earned, the
Company believes it is probable that such earnings deficiency will be recovered
in rates. Trust fund earnings, net of expenses appear on the balance sheet as
increases in Nuclear decommissioning trust fund and in the Accumulated
provision for nuclear decommissioning.
This report and the financial statements contained herein are submitted for the
information of the stockholders of the Company and are not intended to induce,
or for use in connection with, any sale or purchase of any securities of the
Company.
32
<PAGE> 18
OPERATING STATISTICS UNION ELECTRIC COMPANY
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
ELECTRIC OPERATING REVENUES (000):
Residential $ 800,117 $ 817,713 $ 754,667 $ 831,106 $ 763,539
Commercial 705,505 684,446 676,761 685,799 673,037
Industrial 368,450 373,353 410,370 395,116 411,809
Other electric utilities 61,985 59,160 57,226 65,317 62,167
Miscellaneous 33,476 31,308 30,444 28,920 28,619
---------- ---------- ---------- ---------- ----------
TOTAL ELECTRIC OPERATING REVENUES $1,969,533 $1,965,980 $1,929,468 $2,006,258 $1,939,171
========== ========== ========== ========== ==========
KILOWATTHOUR SALES (000,000):
Residential 10,619 10,867 9,690 10,646 9,810
Commercial 11,393 10,989 10,553 10,678 10,276
Industrial 8,203 8,003 9,030 8,524 8,706
Other electric utilities 1,623 1,580 1,488 1,623 1,511
Miscellaneous 137 139 144 139 142
---------- ---------- ---------- ---------- ----------
TOTAL KILOWATTHOUR SALES 31,975 31,578 30,905 31,610 30,445
========== ========== ========== ========== ==========
ELECTRIC CUSTOMERS (End of Year):
Residential 985,609 976,390 972,153 962,629 957,102
Commercial 128,505 126,542 125,196 122,152 121,090
Industrial 6,228 6,605 6,530 6,778 6,752
Electric utilities 17 17 19 20 21
Other 1,628 1,630 1,599 1,599 1,644
---------- ---------- ---------- ---------- ----------
TOTAL ELECTRIC CUSTOMERS 1,121,987 1,111,184 1,105,497 1,093,178 1,086,609
========== ========== ========== ========== ==========
RESIDENTIAL CUSTOMER DATA (Average):
Kilowatthours used 10,833 11,151 9,864 11,106 10,283
Annual electric bill $816.25 $839.11 $768.20 $867.00 $800.80
Revenue per kilowatthour 7.54c 7.52c 7.79c 7.81c 7.78c
---------- ---------- ---------- ---------- ----------
GROSS INSTANTANEOUS
PEAK DEMAND (Kilowatts) 7,430,000 7,540,000 7,135,000 7,365,000 7,465,000
---------- ---------- ---------- ---------- ----------
CAPABILITY AT TIME OF PEAK,
INCLUDING NET PURCHASES (Kilowatts) 8,469,000 8,597,000 8,407,000 8,285,000 8,132,000
---------- ---------- ---------- ---------- ----------
GENERATING CAPABILITY AT
TIME OF PEAK (Kilowatts) 8,057,000 7,963,000 7,868,000 7,868,000 7,760,000
---------- ---------- ---------- ---------- ----------
COAL BURNED (Tons) 11,444,000 9,803,000 10,314,000 10,732,000 10,643,000
---------- ---------- ---------- ---------- ----------
PRICE PER TON OF COAL $24.49 $31.66 $31.96 $32.26 $33.85
---------- ---------- ---------- ---------- ----------
</TABLE>
33
<PAGE> 19
SELECTED FINANCIAL INFORMATION UNION ELECTRIC COMPANY
(Thousands of Dollars Except Shares and Per Share Amounts and Ratios)
<TABLE>
<CAPTION>
1994 1993 1992 1991
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
RESULTS OF OPERATIONS:
Operating revenues $2,056,116 $2,066,004 $2,015,121 $2,096,940
Operating expenses 1,605,930 1,654,707 1,603,104 1,614,127
Operating income 450,186 411,297 412,017 482,813
Callaway rate phase-in plans -- -- 60 107
Deferred costs disallowed -- -- -- --
Callaway Unit No. 1 costs disallowed, net -- -- -- --
Loss on cancellation of
Callaway Unit No. 2, net -- -- -- --
Allowance for all funds used
during construction 11,280 11,544 8,022 8,519
Gain on sales of electric property, net -- -- 18,099 --
Miscellaneous, net 403 3,919 (131) (2,718)
Interest (141,112) (129,600) (135,319) (167,209)
Net income 320,757 297,160 302,748 321,512
Preferred stock dividends 13,252 14,087 14,058 14,059
Earnings on common stock 307,505 283,073 288,690 307,453
Average common shares
outstanding 102,123,834 102,123,834 102,123,834 102,123,834
----------- ----------- ----------- -----------
ASSETS, OBLIGATIONS, AND EQUITY CAPITAL (YEAR END):
Total assets $6,624,701 $6,595,570 $5,797,363 $5,733,479
Long-term debt obligations 1,823,489 1,766,655 1,659,553 1,730,277
Preferred stock subject to
mandatory redemption 676 702 728 754
Preferred stock not subject to
mandatory redemption 218,497 218,497 217,784 217,784
Common equity 2,269,054 2,206,168 2,164,020 2,106,155
----------- ----------- ----------- -----------
FINANCIAL INDICES:
Earnings per share of common stock
(based on average shares outstanding) $3.01 $2.77 $2.83 $3.01
Cash dividends per share of
common stock $2.395 $2.335 $2.26 $2.18
Return on average common stock equity 13.84% 13.01% 13.70% 14.99%
Ratio of earnings to fixed charges (a) 4.68 4.66 4.66 4.21
Book value per common share $22.22 $21.60 $21.19 $20.62
----------- ----------- ----------- -----------
CAPITALIZATION RATIOS (YEAR END):
Common equity 52.6% 52.6% 53.5% 51.9%
Preferred stock not subject to
mandatory redemption 5.1 5.2 5.4 5.4
Preferred stock subject to
mandatory redemption -- -- -- --
Long-term debt 42.3 42.2 41.1 42.7
----------- ----------- ----------- -----------
100.0% 100.0% 100.0% 100.0%
=========== =========== =========== ===========
</TABLE>
(a) Earnings used in computing the ratio of earnings to fixed charges consist
of net income plus fixed charges (interest on debt, amortization of debt
discount, premium and expense, and a portion of rentals representative of
the interest factor) and income taxes.
34
<PAGE> 20
SELECTED FINANCIAL INFORMATION UNION ELECTRIC COMPANY
(Thousands of Dollars Except Shares and Per Share Amounts and Ratios)
<TABLE>
<CAPTION>
1990 1989 1988 1987
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
RESULTS OF OPERATIONS:
Operating revenues $2,023,017 $2,010,306 $2,029,107 $1,946,411
Operating expenses 1,565,477 1,543,838 1,544,953 1,457,957
Operating income 457,540 466,468 484,154 488,454
Callaway rate phase-in plans 237 227 2,408 92,791
Deferred costs disallowed -- -- -- (23,169)
Callaway Unit No. 1 costs disallowed, net -- -- -- --
Loss on cancellation of
Callaway Unit No. 2, net -- (30,196) -- --
Allowance for all funds used
during construction 14,145 17,908 14,885 20,477
Gain on sales of electric property, net -- -- -- --
Miscellaneous, net 9,881 7,769 (10,648) (15,714)
Interest (187,584) (176,571) (199,241) (228,961)
Net income 294,219 285,605 291,558 333,878
Preferred stock dividends 14,693 19,134 30,425 36,522
Earnings on common stock 279,526 266,471 261,133 297,356
Average common shares
outstanding 102,123,834 102,123,834 102,123,834 102,123,834
----------- ----------- ----------- -----------
ASSETS, OBLIGATIONS, AND EQUITY CAPITAL (YEAR END):
Total assets $5,702,341 $5,760,322 $5,827,246 $5,957,811
Long-term debt obligations 1,948,024 2,106,776 2,188,614 2,357,615
Preferred stock subject to
mandatory redemption 780 806 60,832 64,608
Preferred stock not subject to
mandatory redemption 218,004 227,582 279,784 354,784
Common equity 2,021,299 1,954,481 1,895,360 1,837,156
----------- ----------- ----------- -----------
FINANCIAL INDICES:
Earnings per share of common stock
(based on average shares outstanding) $2.74 $2.61 $2.56 $2.91
Cash dividends per share of
common stock $2.10 $2.02 $1.94 $1.92
Return on average common stock equity 14.16% 14.03% 14.08% 16.79%
Ratio of earnings to fixed charges (a) 3.57 3.63 3.35 3.30
Book value per common share $19.79 $19.14 $18.56 $17.99
------ ------ ------ ------
CAPITALIZATION RATIOS (YEAR END):
Common equity 48.3% 45.6% 42.8% 39.8%
Preferred stock not subject to
mandatory redemption 5.2 5.3 6.3 7.7
Preferred stock subject to
mandatory redemption -- -- 1.4 1.4
Long-term debt 46.5 49.1 49.5 51.1
----------- ----------- ----------- -----------
100.0% 100.0% 100.0% 100.0%
=========== =========== =========== ===========
<CAPTION>
1986 1985 1984
----------- ----------- ----------
<S> <C> <C> <C>
RESULTS OF OPERATIONS:
Operating revenues $1,807,182 $1,591,763 $1,412,414
Operating expenses 1,287,572 1,173,187 1,172,128
Operating income 519,610 418,576 240,286
Callaway rate phase-in plans 59,861 74,631 --
Deferred costs disallowed -- -- --
Callaway Unit No. 1 costs disallowed, net -- (234,780) --
Loss on cancellation of
Callaway Unit No. 2, net -- -- --
Allowance for all funds used
during construction 15,812 106,754 329,669
Gain on sales of electric property, net -- -- --
Miscellaneous, net 3,947 (1,709) 1,619
Interest (247,409) (254,320) (247,308)
Net income 351,821 109,152 324,266
Preferred stock dividends 49,245 49,836 50,185
Earnings on common stock 302,576 59,316 274,081
Average common shares
outstanding 102,123,834 100,403,016 96,574,699
----------- ----------- ----------
ASSETS, OBLIGATIONS, AND EQUITY CAPITAL (YEAR END):
Total assets $5,895,211 $5,738,620 $5,819,996
Long-term debt obligations 2,436,092 2,454,687 2,457,381
Preferred stock subject to
mandatory redemption 165,384 173,160 178,936
Preferred stock not subject to
mandatory redemption 354,784 354,784 354,784
Common equity 1,743,189 1,630,466 1,695,239
----------- ----------- ----------
FINANCIAL INDICES:
Earnings per share of common stock
(based on average shares outstanding) $2.96 $0.59 $2.84
Cash dividends per share of
common stock $1.86 $1.78 $1.72
Return on average common stock equity 18.16% 3.81% 17.23%
Ratio of earnings to fixed charges (a) 2.79 1.14 2.88
Book value per common share $17.07 $15.97 $17.10
----------- ----------- ----------
CAPITALIZATION RATIOS (YEAR END):
Common equity 37.1% 35.3% 36.2%
Preferred stock not subject to
mandatory redemption 7.6 7.7 7.6
Preferred stock subject to
mandatory redemption 3.5 3.8 3.8
Long-term debt 51.8 53.2 52.4
----------- ----------- ----------
100.0% 100.0% 100.0%
=========== =========== ==========
</TABLE>
35
<PAGE> 21
INVESTOR INFORMATION UNION ELECTRIC COMPANY
ANNUAL MEETING
The Annual Meeting of Stockholders will convene at 9 a.m. Tuesday, April 25,
1995 at The Saint Louis Art Museum, 1 Fine Arts Drive, Forest Park, St. Louis,
Missouri.
COMMON STOCK AND DIVIDEND INFORMATION
The company's common stock is listed on the New York Stock Exchange (ticker
symbol: UEP). Common stockholders of record totaled 119,938 at December 31,
1994. Union Electric has paid cash dividends on common stock for 89
consecutive years, since 1906. Under the company's amended mortgage
indentures, $35,482,000 of total retained earnings was restricted against
payment of common dividends - except those payable in common stock; retained
earnings totaled $1,040,766,000 at December 31, 1994.
The following includes the high and low sales prices and the dividends paid per
common share during the past two years:
<TABLE>
<CAPTION>
1994 Price Range
--------------------------- Dividends
Quarter Ended High Low Paid
- ------------- ------- ------- ---------
<S> <C> <C> <C>
March 31 $39 1/2 $34 3/4 59 1/2c
June 30 35 7/8 30 3/4 59 1/2
September 30 35 7/8 32 59 1/2
December 31 36 1/2 34 1/2 61
</TABLE>
<TABLE>
<CAPTION>
1993 Price Range
----------------------------- Dividends
Quarter Ended High Low Paid
- ------------- --------- ---------- ---------
<S> <C> <C> <C>
March 31 $ 40 1/2 $ 35 3/4 58c
June 30 41 3/8 38 5/8 58
September 30 44 5/8 40 58
December 31 44 3/8 38 1/8 59 1/2
</TABLE>
DRPLUS
Through DRPlus -- UE's dividend reinvestment and stock purchase plan -- the
company's stockholders, customers and employees can:
- - make cash investments totaling up to $60,000 in UE common stock annually
- - reinvest their dividends in UE common stock -- or receive UE dividends in
cash
- - place UE certificates in safekeeping and receive regular account statements
.. all without paying any fees.
This is not an offer to sell, or a solicitation of an offer to buy, any
securities.
DIRECT DEPOSIT OF DIVIDENDS
All registered UE stockholders can have their cash dividends automatically
credited to their bank accounts. This service gives stockholders immediate
access to their dividend on the dividend payment date and eliminates the
possibility of lost or stolen dividend checks.
INVESTOR SERVICES
The company's Investor Services representatives are available to help you each
business day from 7:30 a.m. to 4:30 p.m. (Central Time). Please write or call:
UNION ELECTRIC COMPANY
Investor Services Department
P.O. Box 66887
St. Louis, MO 63166-6887
St. Louis area 554-3502
Toll-free 1-800-255-2237
OFFICE
1901 Chouteau Avenue
St. Louis, MO 63103
314-621-3222
STOCK AND FIRST MORTGAGE BOND
TRANSFER AGENT AND REGISTRAR
Union Electric Company
TRUSTEES FOR FIRST MORTGAGE BONDS
Boatmen's Trust Company
St. Louis, MO
Harris Trust and Savings Bank and D.G. Donovan,
Co-Trustees
Chicago, IL
LaSalle National Trust, N.A.
Chicago, IL
37
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 2-96198) and
the Registration Statement on Form S-8 (No. 33-60330) of Union Electric Company
of our report dated January 31, 1995 appearing on page 19 of the 1994 Annual
Report to Stockholders which is incorporated by reference in this Annual Report
on Form 10-K. We also consent to the incorporation by reference of our report
on the Financial Statement Schedule, which appears on page 13 of this Annual
Report on Form 10-K.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
St. Louis, Missouri
March 6, 1995
<PAGE> 1
EXHIBIT 24
CERTIFIED COPY OF RESOLUTION ADOPTED AT THE
REGULAR MEETING OF THE BOARD OF DIRECTORS OF
UNION ELECTRIC COMPANY
HELD ON FRIDAY, DECEMBER 9, 1994
RESOLVED, that the proper officers and directors of this
Company be and hereby are authorized and directed to execute the
1994 Annual Report Form 10-K ("Form 10-K") and such amendments
thereto as they may deem necessary or desirable; that the name of
any officer or director of the Company required to sign such Form
10-K or any amendment thereto, may be signed by C. W. Mueller
and/or Donald E. Brandt and/or James C. Thompson, and/or the duly
appointed substitute thereof, pursuant to duly executed powers of
attorney providing said named persons with, among other things,
full power of substitution and revocation; and that the officers
of this Company be and hereby are authorized and directed to file
such Form 10-K and any amendments thereto with the Securities and
Exchange Commission when executed by or on behalf of the proper
officers and the directors of the Company.
I hereby certify that the foregoing is
a true and correct copy of resolution
adopted at the regular meeting of the
Board of Directors of Union Electric
Company, held pursuant to due notice on
Friday, December 9, 1994, at the General
Office Building of the Company, St.
Louis, Missouri, and that such
resolution is still in full force and
effect.
March 10, 1995
/s/ James C. Thompson
Secretary
[CORPORATE SEAL]
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Charles W.
Mueller hereby appoints Donald E. Brandt and/or James C. Thompson the true and
lawful attorneys-in-fact of the undersigned, for and in the name, place and
stead of the undersigned, to affix the name of the undersigned as President
(Principal Executive Officer) and a Director of Union Electric Company to the
1994 Annual Report Form 10-K and any amendments thereto to be filed with the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
and, for the performance of the same acts, each with power to appoint in his
place and stead and as his substitute, one or more attorneys-in-fact for the
undersigned, with full power of revocation; hereby ratifying and confirming all
that said attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 21st day of February, 1995.
/s/ C. W. Mueller (L.S.)
----------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 21st day of February, 1995, before me, the undersigned Notary
Public in and for said State, personally appeared Charles W. Mueller, known to
me to be the person described in and who executed the foregoing power of
attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
/s/ Barbara Lungwitz
-----------------------------------
BARBARA LUNGWITZ
NOTARY PUBLIC - STATE OF MISSOURI
[SEAL] MY COMMISSION EXPIRES SEPT. 2, 1995
CITY OF ST. LOUIS
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Donald E. Brandt
hereby appoints Charles W. Mueller and/or James C. Thompson the true and lawful
attorneys-in-fact of the undersigned, for and in the name, place and stead of
the undersigned, to affix the name of the undersigned as Senior Vice President
(Principal Accounting and Financial Officer) of Union Electric Company to the
1994 Annual Report Form 10-K and any amendments thereto to be filed with the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
and, for the performance of the same acts, each with power to appoint in his
place and stead and as his substitute, one or more attorneys-in-fact for the
undersigned, with full power of revocation; hereby ratifying and confirming all
that said attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 21st day of February, 1995.
/s/ Donald E. Brandt (L.S.)
----------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 21st day of February, 1995, before me, the undersigned Notary
Public in and for said State, personally appeared Donald E. Brandt, known to
me to be the person described in and who executed the foregoing power of
attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
/s/ Barbara Lungwitz
-----------------------------------
BARBARA LUNGWITZ
NOTARY PUBLIC - STATE OF MISSOURI
[SEAL] MY COMMISSION EXPIRES SEPT. 2, 1995
CITY OF ST. LOUIS
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned William E.
Cornelius hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or
James C. Thompson the true and lawful attorneys-in-fact of the undersigned, for
and in the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to the 1994 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and, for the
performance of the same acts, each with power to appoint in his place and stead
and as his substitute, one or more attorneys-in-fact for the undersigned, with
full power of revocation; hereby ratifying and confirming all that said
attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 6 day of February, 1995.
/s/ W. E. Cornelius (L.S.)
----------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 6th day of February, 1995, before me, the undersigned Notary
Public in and for said State, personally appeared William E. Cornelius, known
to me to be the person described in and who executed the foregoing power of
attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
/s/ Barbara Lungwitz
-----------------------------------
BARBARA LUNGWITZ
NOTARY PUBLIC - STATE OF MISSOURI
[SEAL] MY COMMISSION EXPIRES SEPT. 2, 1995
CITY OF ST. LOUIS
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Thomas A. Hays
hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C.
Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to the 1994 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and, for the
performance of the same acts, each with power to appoint in his place and stead
and as his substitute, one or more attorneys-in-fact for the undersigned, with
full power of revocation; hereby ratifying and confirming all that said
attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 21st day of February, 1995.
/s/ Thomas A. Hays (L.S.)
----------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 21st day of February, 1995, before me, the undersigned Notary
Public in and for said State, personally appeared Thomas A. Hays, known to me
to be the person described in and who executed the foregoing power of attorney
and acknowledged to me that he executed the same as his free act and deed for
the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
/s/ Barbara Lungwitz
-----------------------------------
BARBARA LUNGWITZ
NOTARY PUBLIC - STATE OF MISSOURI
[SEAL] MY COMMISSION EXPIRES SEPT. 2, 1995
CITY OF ST. LOUIS
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Thomas H.
Jacobsen hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or
James C. Thompson the true and lawful attorneys-in-fact of the undersigned, for
and in the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to the 1994 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and, for the
performance of the same acts, each with power to appoint in his place and stead
and as his substitute, one or more attorneys-in-fact for the undersigned, with
full power of revocation; hereby ratifying and confirming all that said
attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 21st day of February, 1995.
/s/ Thomas H. Jacobsen (L.S.)
----------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 21st day of February, 1995, before me, the undersigned Notary
Public in and for said State, personally appeared Thomas H. Jacobsen, known to
me to be the person described in and who executed the foregoing power of
attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
/s/ Barbara Lungwitz
-----------------------------------
BARBARA LUNGWITZ
NOTARY PUBLIC - STATE OF MISSOURI
[SEAL] MY COMMISSION EXPIRES SEPT. 2, 1995
CITY OF ST. LOUIS
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Richard A. Liddy
hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C.
Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to the 1994 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and, for the
performance of the same acts, each with power to appoint in his place and stead
and as his substitute, one or more attorneys-in-fact for the undersigned, with
full power of revocation; hereby ratifying and confirming all that said
attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 21st day of February, 1995.
/s/ Richard A. Liddy (L.S.)
----------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 21st day of February, 1995, before me, the undersigned Notary
Public in and for said State, personally appeared Richard A. Liddy, known to
me to be the person described in and who executed the foregoing power of
attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
/s/ Barbara Lungwitz
-----------------------------------
BARBARA LUNGWITZ
NOTARY PUBLIC - STATE OF MISSOURI
[SEAL] MY COMMISSION EXPIRES SEPT. 2, 1995
CITY OF ST. LOUIS
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned John Peters
MacCarthy hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or
James C. Thompson the true and lawful attorneys-in-fact of the undersigned, for
and in the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to the 1994 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and, for the
performance of the same acts, each with power to appoint in his place and stead
and as his substitute, one or more attorneys-in-fact for the undersigned, with
full power of revocation; hereby ratifying and confirming all that said
attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 21st day of February, 1995.
/s/ John Peters MacCarthy (L.S.)
----------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 21st day of February, 1995, before me, the undersigned Notary
Public in and for said State, personally appeared John Peters MacCarthy, known
to me to be the person described in and who executed the foregoing power of
attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
/s/ Jane F. Wieman
-----------------------------------
JANE F. WIEMAN
NOTARY PUBLIC STATE OF MISSOURI
[SEAL] ST. LOUIS COUNTY
MY COMMISSION EXPIRES FEB. 5, 1997
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Paul L. Miller,
Jr. hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C.
Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to the 1994 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and, for the
performance of the same acts, each with power to appoint in his place and stead
and as his substitute, one or more attorneys-in-fact for the undersigned, with
full power of revocation; hereby ratifying and confirming all that said
attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 21st day of February, 1995.
/s/ Paul L. Miller, Jr. (L.S.)
----------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 21st day of February, 1995, before me, the undersigned Notary
Public in and for said State, personally appeared Paul L. Miller, Jr., known
to me to be the person described in and who executed the foregoing power of
attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
/s/ Barbara Lungwitz
-----------------------------------
BARBARA LUNGWITZ
NOTARY PUBLIC - STATE OF MISSOURI
[SEAL] MY COMMISSION EXPIRES SEPT. 2, 1995
CITY OF ST. LOUIS
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Robert H. Quenon
hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C.
Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to the 1994 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and, for the
performance of the same acts, each with power to appoint in his place and stead
and as his substitute, one or more attorneys-in-fact for the undersigned, with
full power of revocation; hereby ratifying and confirming all that said
attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 21st day of February, 1995.
/s/ Robert H. Quenon (L.S.)
----------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 21st day of February, 1995, before me, the undersigned Notary
Public in and for said State, personally appeared Robert H. Quenon, known to
me to be the person described in and who executed the foregoing power of
attorney and acknowledged to me that he executed the same as his free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
/s/ Barbara Lungwitz
-----------------------------------
BARBARA LUNGWITZ
NOTARY PUBLIC - STATE OF MISSOURI
[SEAL] MY COMMISSION EXPIRES SEPT. 2, 1995
CITY OF ST. LOUIS
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Harvey Saligman
hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C.
Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to the 1994 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and, for the
performance of the same acts, each with power to appoint in his place and stead
and as his substitute, one or more attorneys-in-fact for the undersigned, with
full power of revocation; hereby ratifying and confirming all that said
attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 21st day of February, 1995.
/s/ Harvey Saligman (L.S.)
----------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 21st day of February, 1995, before me, the undersigned Notary
Public in and for said State, personally appeared Harvey Saligman, known to me
to be the person described in and who executed the foregoing power of attorney
and acknowledged to me that he executed the same as his free act and deed for
the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
/s/ Barbara Lungwitz
-----------------------------------
BARBARA LUNGWITZ
NOTARY PUBLIC - STATE OF MISSOURI
[SEAL] MY COMMISSION EXPIRES SEPT. 2, 1995
CITY OF ST. LOUIS
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Janet McAfee
Weakley hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or
James C. Thompson the true and lawful attorneys-in-fact of the undersigned, for
and in the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to the 1994 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and, for the
performance of the same acts, each with power to appoint in his place and stead
and as his substitute, one or more attorneys-in-fact for the undersigned, with
full power of revocation; hereby ratifying and confirming all that said
attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand and seal
this 3rd day of February, 1995.
/s/ Janet M. Weakley (L.S.)
----------------------------
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 3rd day of February, 1995, before me, the undersigned Notary
Public in and for said State, personally appeared Janet McAfee Weakley, known
to me to be the person described in and who executed the foregoing power of
attorney and acknowledged to me that she executed the same as her free act and
deed for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal.
/s/ Irene C. Jones
----------------------------
IRENE C. JONES
NOTARY PUBLIC
STATE OF MISSOURI
[SEAL] ST. LOUIS COUNTY
MY COMMISSION EXPIRES. OCT 21, 1995
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BALANCE
SHEET, STATEMENT OF RETAINED EARNINGS, STATEMENT OF INCOME, STATEMENT OF CASH
FLOWS, EXHIBIT 12(a) STATEMENT RE. COMPUTATION OF RATIOS OF EARNINGS TO FIXED
CHARGES, AND NOTES TO FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 5,344,562
<OTHER-PROPERTY-AND-INVEST> 53,906
<TOTAL-CURRENT-ASSETS> 421,815
<TOTAL-DEFERRED-CHARGES> 71,940
<OTHER-ASSETS> 732,478
<TOTAL-ASSETS> 6,624,701
<COMMON> 510,619
<CAPITAL-SURPLUS-PAID-IN> 717,669
<RETAINED-EARNINGS> 1,040,766
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,269,054
650
218,497
<LONG-TERM-DEBT-NET> 1,735,451
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 38,000
26
<CAPITAL-LEASE-OBLIGATIONS> 88,038
<LEASES-CURRENT> 30,318
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,244,667
<TOT-CAPITALIZATION-AND-LIAB> 6,624,701
<GROSS-OPERATING-REVENUE> 2,056,116
<INCOME-TAX-EXPENSE> 206,421
<OTHER-OPERATING-EXPENSES> 1,399,509
<TOTAL-OPERATING-EXPENSES> 1,605,930
<OPERATING-INCOME-LOSS> 450,186
<OTHER-INCOME-NET> 6,170
<INCOME-BEFORE-INTEREST-EXPEN> 456,356
<TOTAL-INTEREST-EXPENSE> 135,599
<NET-INCOME> 320,757
13,252
<EARNINGS-AVAILABLE-FOR-COMM> 307,505
<COMMON-STOCK-DIVIDENDS> 244,586
<TOTAL-INTEREST-ON-BONDS> 112,340
<CASH-FLOW-OPERATIONS> 544,073
<EPS-PRIMARY> 3.01
<EPS-DILUTED> 3.01
</TABLE>
