UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
OR
( ) Transition report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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 (I.R.S. Employer Identification No.)
incorporation or organization)
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
- ------------------- -----------------------------------------
Preferred Stock, without par value
(entitled to cumulative dividends):
Stated value $100 per share - }
$4.56 Series }
$4.50 Series } New York Stock Exchange
$4.00 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, 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 amendment to this
Form 10-K. ( ).
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ( ). No (X).
As of June 28, 2002, Ameren Corporation held all 102,123,834 outstanding
shares of common stock, $5 par value, of Union Electric Company. The aggregate
market value of the voting preferred stock, without par value, held by
non-affiliates of Union Electric Company at June 28, 2002, based on the last
reported sale price on the New York Stock Exchange composite tape on that date
(excluding Preferred Stock for which quotes are not publicly available) was
$47,998,478.
Shares of Common Stock, $5 par value, outstanding as of March 21, 2003:
102,123,834 shares (all owned by Ameren Corporation).
Documents incorporated by references.
Portions of the registrant's definitive proxy statement for the 2003 annual
meeting are incorporated by reference into Part III.
EXPLANATORY NOTE
All documents identified as being filed with our Form 10-K for the fiscal
year ended December 31, 2002 were filed except Exhibit No. 12.1 Statement of
Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividend
Requirements which is being filed with this amendment to Form 10-K.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(C) Exhibits.
Exhibit No. Description
----------- -----------
3.1(i) Restated Articles of Incorporation of Union Electric Company
d/b/a AmerenUE (AmerenUE), as filed with the Secretary of
State of the State of Missouri (1993 Form 10-K, Exhibit
3(i)).
3.2(ii) By-Laws of AmerenUE as amended to August 23, 2001 (September
30, 2001 Form 10-Q, Exhibit 3(ii)).
4.2 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 (File No. 2-27474, Exhibit
3-E).
4.3 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 (File No. 2-27474, Exhibit
3-F).
4.4 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 (File No. 2-27474, Exhibit
3-G).
4.5 Indenture of Mortgage and Deed of Trust of AmerenUE dated
June 15, 1937 (AmerenUE Mortgage), as amended May 1,
1941, and Second Supplemental Indenture dated May1, 1941
(File No. 2-4940, Exhibit B-1).
4.6 Supplemental Indentures to the AmerenUE Mortgage
Dated as of File Reference Exhibit No.
----------- -------------- ----------
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
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
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
February 1, 2000 Form 10-K, 2000 4.1
August 15, 2002 Form 8-K, August 22, 2002 4.3
March 5, 2003 Form 8-K, March 10, 2003 4.4
4.7 Indenture (for unsecured subordinated debt securities) of
AmerenUE dated as of December 1, 1996 (1996 Form 10-K,
Exhibit 4.36).
4.8 Loan Agreement dated as of December 1, 1991 between the
State Environmental Improvement and Energy Resources
Authority and AmerenUE, together with Indenture of Trust
dated as of December 1, 1991 between the Authority and
UMB Bank, N.A. as successor trustee (1992 Form 10-K, Exhibit
4.37).
2
Exhibit No. Description
----------- -----------
4.9 Loan Agreement dated as of December 1, 1992, between the
State Environmental Improvement and Energy Resources
Authority and AmerenUE, together with Indenture of Trust
dated as of December 1, 1992 between the Authority and
UMB Bank, N.A. as successor trustee (1992 Form 10-K, Exhibit
4.38).
4.10 Fuel Lease dated as of February 24, 1981 between AmerenUE,
as lessee, and Gateway Fuel Company, as lessor, covering
nuclear fuel (1980 Form 10-K, Exhibit 10.20).
4.11 Amendments to Fuel Lease dated as of May 8, 1984 and October
15, 1984, respectively, between AmerenUE, as lessee, and
Gateway Fuel Company, as lessor, covering nuclear fuel
(Registration No. 2-96198, Exhibit 4.28).
4.12 Amendment to Fuel Lease dated as of October 15, 1986 between
AmerenUE, as lessee, and Gateway Fuel Company, as lessor,
covering nuclear fuel (September 30, 1986 Form 10-Q, Exhibit
4.3).
4.13 Series 1998A Loan Agreement dated as of September 1, 1998
between The State Environmental Improvement and Energy
Resources Authority of the State of Missouri and AmerenUE
(September 30, 1998 Form 10-Q, Exhibit 4.28).
4.14 Series 1998B Loan Agreement dated as of September 1, 1998
between The State Environmental Improvement and Energy
Resources Authority of the State of Missouri and AmerenUE
(September 30, 1998 Form 10-Q, Exhibit 4.29).
4.15 Series 1998C Loan Agreement dated as of September 1, 1998
between The State Environmental Improvement and Energy
Resources Authority of the State of Missouri and AmerenUE
(September 30, 1998 Form 10-Q, Exhibit 4.30).
4.16 Indenture dated as of August 15, 2002, from AmerenUE to The
Bank of New York, as Trustee, relating to senior secured
debt securities (including the forms of senior secured debt
securities as exhibits) (Form 8-K dated August 22, 2002,
Exhibit 4.1).
4.17 AmerenUE company order dated August 22, 2002 establishing
the 5.25% Senior Secured Notes due 2012 (Form 8-K dated
August 22, 2002, Exhibit 4.2).
4.18 AmerenUE company order dated March 10, 2003 establishing the
5.50% Senior Secured Notes due 2034 (Form 8-K dated March
10, 2003, Exhibit 4.2).
10.1 * Ameren Corporation (Ameren) Long-Term Incentive Plan of 1998
(Ameren' 1998 Form 10-K, Exhibit 10.1).
10.2 * Ameren Change of Control Severance Plan (Ameren's 1998 Form
10-K, Exhibit 10.2).
10.3 * Ameren Deferred Compensation Plan for Members of the Ameren
Leadership Team as amended and restated effective January 1,
2001 (Ameren's 2000 Form 10-K, Exhibit 10.1).
10.4 * Ameren Deferred Compensation Plan for Members of the Board
of Directors (Ameren's 1998 Form 10-K, Exhibit 10.4).
10.5 * Ameren Executive Incentive Compensation Program Elective
Deferral Provisions for Members of the Ameren Leadership
Team as amended and restated effective January 1, 2001
(Ameren's 2000 Form 10-K, Exhibit 10.2).
3
Exhibit No. Description
---------- -----------
10.6 Amended Joint Dispatch Agreement among AmerenUE,
AmerenEnergy Generating Company (Generating Company) and
Central Illinois Public Service Company d/b/a AmerenCIPS
(File No. 333-56594, Exhibit 10.4).
10.7 Power Sales Agreement between AmerenEnergy Marketing Company
(Marketing Company) and AmerenUE (September 30, 2001
Generating Company Form 10-Q, Exhibit 10.1).
10.8 Power Sales Agreement between Marketing Company and AmerenUE
(March 31, 2002 Generating Company Form 10-Q, Exhibit 10.1).
10.9 Lease Agreement dated as of December 1, 2002 between the
City of Bowling Green, Missouri, as Lessor, and AmerenUE, as
Lessee (2002 Form 10-K Exhibit 10.9).
10.10 Trust Indenture dated as of December 1, 2002 between the
City of Bowling Green, Missouri and Commerce Bank, N.A. as
Trustee (2002 Form 10-K Exhibit 10.10).
10.11 Bond Purchase Agreement dated as of December 20, 2002
between the City of Bowling Green, Missouri and AmerenUE as
purchaser (2002 Form 10-K Exhibit 10.11).
10.12 Amended and Restated Appendix I ITC Agreement dated
February 14, 2003 between the Midwest Independent
Transmission System Operator, Inc. (Midwest ISO) and
GridAmerica LLC (GridAmerica) (Ameren 2002 Form 10-K,
Exhibit 10.17).
10.13 Amended and Restated Limited Liability Company Agreement of
GridAmerica dated February 14, 2003 (Ameren 2002 Form 10-K,
Exhibit 10.18).
10.14 Amended and Restated Master Agreement by and among
GridAmerica, GridAmerica Holdings Inc., GridAmerica
Companies and National Grid USA dated February 14, 2003
(Ameren 2002 Form 10-K, Exhibit 10.9).
10.15 Amended and Restated Operation Agreement by and among
AmerenUE, Central Illinois Public Service Company d/b/a
AmerenCIPS, American Transmission Systems, Inc., Northern
Indiana Public Service Company and GridAmerica dated
February 14, 2003 (Ameren 2002 Form 10-K, Exhibit 10.10).
4
Exhibit No. Description
---------- -----------
12.1 ** Statement of Computation of Ratio of Earnings to Fixed
Charges and Preferred Stock Dividend Requirements.
23.1 Consent of Independent Accountants (2002 Form 10-K
Exhibit 23.1)
99.1 Stipulation and Agreement dated July 15, 2002 in Missouri
Public Service Commission (as No. EC-2002-1 (earnings
complaint case against AmerenUE) File Nos. 333-87506 and
333-87506-01, Exhibit 99.1).
99.2 Certificate of Chief Executive Officer required by Section
906 of the Sarbanes-Oxley Act of 2002 (2002 Form 10-K
Exhibit 99.2).
99.3 Certificate of Chief Financial Officer required by Section
906 of the Sarbanes-Oxley Act of 2002 (2002 Form 10-K
Exhibit 99.3).
__________________
* Management compensatory plan or arrangement
** Filed herewith.
Exhibits Available Upon Request
-------------------------------
The following instrument defining the rights of holders of certain
unregistered long-term debt of AmerenUE has not been filed with the SEC but will
be furnished upon request.
- Loan Agreement dated as of March 1, 2000, between AmerenUE and
the State Environmental Improvement and Energy Resources
Authority of the State of Missouri (EIERA) in connection with the
EIERA's $186,500,000 Environmental Improvement Revenue Refunding
Bonds (AmerenUE Project) ($63,500,000 Series 2000A, $63,000,000
Series 2000B, and $60,000,000 Series 2000C) due March 1, 2035.
Note: Reports of Ameren Corporation on Forms 8-K, 10-Q and 10-K are on file
with the SEC under File Number 1-14756.
Reports of Central Illinois Public Service Company on Forms 8-K, 10-Q
and 10-K are on file with the SEC under File Number 1-3672.
Reports of AmerenEnergy Generating Company on Forms 8-K, 10-Q and 10-K
are on file with the SEC under File Number 333-56594.
Reports of CILCORP Inc. on Forms 8-K, 10-Q and 10-K are on file with
the SEC under File Number 1-8946.
Reports of Central Illinois Light Company on Forms 8-K, 10-Q and 10-K
are on file with the SEC under File Number 1-2732.
5
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)
/s/ Martin J. Lyons
Date March 31, 2003 By -------------------------
Martin J. Lyons
Vice President and Controller
(Principal Accounting Officer
CERTIFICATIONS
I, Charles W. Mueller, certify that:
1. I have reviewed this annual report on Form 10-K/A of Union Electric
Company;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 31, 2003 /s/ Charles W. Mueller
-----------------------------
Charles W. Mueller
Chief Executive Officer
6
I, Warner L. Baxter, certify that:
1. I have reviewed this annual report on Form 10-K/A of Union Electric
Company;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 31, 2003 /s/ Warner L. Baxter
-----------------------------
Warner L. Baxter
Chief Financial Officer
7
Exhibit 12.1
UNION ELECTRIC COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS
(Millions of Dollars, Except Ratios)
Year Ended December 31,
--------------------------------- -----
1998 1999 2000 2001 2002
Net Income $320 $349 $353 $374 $344
Add- Extraordinary items net of tax - - - 5 -
----- ----- ----- ----- -----
Net income from continuing operations 320 349 353 379 344
Taxes based on income 213 227 224 230 193
----- ----- ----- ----- -----
Net income before income taxes 533 576 577 609 537
Add- fixed charges:
Interest on long term debt 125 118 122 109 98
Other interest 2 (1) 4 4 7
Rentals 3 4 4 4 3
Amortization of net debt premium,
discount, expenses and losses 4 3 3 3 3
----- ----- ----- ----- -----
Total fixed charges 134 124 133 120 111
----- ----- ----- ----- -----
Earnings available for fixed charges 667 700 710 729 648
===== ===== ===== ===== =====
Ratio of earnings to fixed charges 4.99 5.64 5.33 6.08 5.82
===== ===== ===== ===== =====
Earnings required for preferred dividends:
Preferred stock dividends 9 9 9 9 8
Adjustment to pre-tax basis 5 4 4 4 3
----- ----- ----- ----- -----
14 13 13 13 11
Fixed charges plus preferred stock dividend
requirements 148 137 146 133 122
===== ===== ===== ===== =====
Ratio of earnings to fixed charges plus
preferred stock dividend requirements 4.53 5.09 4.85 5.48 5.30
===== ===== ===== ===== =====
8