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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, 1993
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 (I.R.S. Employer Identification No.)
of 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
------------------- -----------------------------------------
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 March 9,
1994, based on closing prices most recently available as reported in The Wall
Street Journal (excluding Preferred Stock for which quotes are not publicly
available): $3,831,643,261.
Shares of Common Stock, $5 par value, outstanding as of March 9, 1994:
102,123,834 shares (excluding 42,990 treasury shares).
Documents Incorporated by References.
Portions of the registrant's 1993 Annual Report to Stockholders (the "1993
Annual Report") are incorporated by reference into Parts I, II and IV.
Portions of the registrant's definitive proxy statement for the 1994 annual
meeting are incorporated by reference into Part III.
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TABLE OF CONTENTS
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PART I Page
----
Item 1 - Business
General........................................................ 1
Construction Program and Financing............................. 1
Rates.......................................................... 2
Fuel Supply.................................................... 2
Regulation..................................................... 3
Industry Issues................................................ 4
Operating Statistics/1/........................................ 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 Matters/1/......................................... 10
Item 6 - Selected Financial Data/1/....................................... 10
Item 7 - Management's Discussion and Analysis of Financial Condition
and Results of Operations/1/................................... 10
Item 8 - Financial Statements and Supplementary Data/1/................... 10
Item 9 - Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure/2/
PART III
Item 10 - Directors and Executive Officers of the Registrant/1/............ 11
Item 11 - Executive Compensation/1/........................................ 11
Item 12 - Security Ownership of Certain Beneficial Owners
and Management/1/.............................................. 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................................................................. 23
EXHIBITS................................................................... 24
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/1/ Incorporated herein by reference.
/2/ Not applicable and not included herein.
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 1993, 95.2% of total operating revenues was derived from
the sale of electric energy and 4.8% from the sale of natural gas. Electric
operating revenues as a percentage of total operating revenues for the years
1989, 1990, 1991, and 1992 were 96%, 95.9%, 95.7%, and 95.7% respectively.
The Company employed 6,417 persons at December 31, 1993. Approximately
70% of the Company's employees are represented by local unions affiliated with
the AFL-CIO. Labor agreements representing approximately 4,400 employees will
expire in 1996. One agreement covering 107 employees expires in 1994, and one
agreement covering 21 employees will expire in 1997.
CONSTRUCTION PROGRAM AND FINANCING
The Company is engaged in a construction program under which
expenditures averaging approximately $310 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
electric generating capacity before the year 2000.
During the five-year period ended 1993 gross additions to the property
of the Company, including allowance for funds used during construction and
excluding nuclear fuel, were approximately $1.2 billion (including $266 million
in 1993) and property retirements were $190 million.
In addition to the funds required for construction during the 1994-1998
period, $174 million will be required to repay long-term debt and preferred
stock as follows: $31 million in 1994, $38 million in 1995, $60 million in
1996, and $45 million in 1997. Amounts for years subsequent to 1994 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 1993 Annual Report pages incorporated herein by reference.
-1-
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, 1993 was 6.3, which would permit the Company to issue
an additional $2.9 billion of Bonds (7% 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,
1993, the aggregate amount of Bonds issuable under (a) and (b) above was
approximately $1.5 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,
1993 was 22.0, which would permit the Company to issue an additional $1.5
billion stated value of Preferred Stock (7% 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 1993, 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.
For additional information on rates, see the penultimate paragraph of
Note 10 to the "Notes to Financial Statements" on Page 32 of the 1993 Annual
Report pages incorporated herein by reference.
FUEL SUPPLY
Cost of Fuels Year
- ------------- ------------------------------------------------
1993 1992 1991 1990 1989
-------- -------- -------- -------- --------
Per Million BTU - Coal 153.284c 150.941c 151.926c 155.222c 152.905c
- Nuclear 56.848c 61.818c 79.043c 79.730c 78.045c
- System 126.362c 126.711c 130.117c 135.973c 133.141c
Per kWh of Steam Generation 1.331c 1.310c 1.348c 1.392c 1.356c
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.
-2-
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 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 contracts to fulfill its needs for uranium, enrichment,
and fabrication services through 2002. The Company's contract for conversion
services is sufficient to supply the Callaway Plant through 1995. Additional
contracts will have to be entered into in order to supply nuclear fuel during
the remainder of the estimated 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 2004 and has
viable storage alternatives under consideration that would provide additional
storage facilities. 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.
-3-
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 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
reduce total annual emissions of sulfur dioxide by approximately two-thirds 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. The Company's Clean Air Act compliance program is subject to approval
by regulatory authorities.
As of December 31, 1993, the Company was designated a potentially
responsible party (PRP) by federal and 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 is presently investigating the remedial costs that will be
required for all of these sites. 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; 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.
-4-
OPERATING STATISTICS
The information on Page 33 in the Company's 1993 Annual Report is
incorporated herein by reference.
OTHER STATISTICAL INFORMATION
1993 1992 1991 1990 1989
------ ------ ------ -------- --------
KILOWATTHOUR OUTPUT (in millions)
Fossil fuel generation........... 19,582 21,266 22,144 22,882 23,043
Nuclear generation............... 8,381 8,084 9,979 7,998 8,344
Hydro generation................. 1,971 1,509 1,148 1,610 1,042
Purchased from Electric
Energy, Inc..................... 673 527 465 466 236
Net interchange and
other purchases................. 3,360 1,819 194 ( 259) ( 127)
------ ------ ------ ------ ------
Total Output................... 33,967 33,205 33,930 32,697 32,538
Less line losses and system use.. 2,389 2,300 2,320 2,252 2,392
------ ------ ------ ------ ------
KilowattHour Sales............. 31,578 30,905 31,610 30,445 30,146
====== ====== ====== ====== ======
- - - - - - - - - - - - - - -
Common Stock dividends
as a percentage
of earnings..................... 84 80 72 77 77
-5-
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 1994 peak.
Gross Kilowatt
Energy Installed
Source Plant Location Capability
------ ----- -------- --------------
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. 1,170,000
Hydro Osage Lakeside, Mo. 212,000
Keokuk Keokuk, Ia. 119,000
---------
Total Hydro 331,000
Oil and Venice Venice, Ill. 456,000
Natural Other Various 379,000
Gas ---------
Total Oil and
Natural Gas 835,000
Pumped-
storage Taum Sauk Reynolds County, Mo. 350,000
---------
TOTAL 8,153,000
=========
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 1.0%, each compounded annually, and is providing for a minimum
reserve margin of approximately 18% to 20% 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 1993.
See "Liquidity and Capital Resources" under "Management's Discussion and
Analysis" on Pages 17 and 18 of the 1993 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
-6-
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 ("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, 1993, the Company owned approximately 3,297 circuit
miles of electric transmission lines and 731 substations with a transformer
capacity of approximately 44,324,000 kVA. The Company owns four propane-air
plants with an aggregate daily natural gas equivalent capacity of 31,590
million cubic feet and 2,599 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.
-7-
INFORMATION REGARDING EXECUTIVE OFFICERS REQUIRED BY ITEM 401(b) OF REGULATION
S-K:
Date First
Age At Elected or
Name 12/31/93 Present Position Appointed
---- -------- ---------------- ----------
Charles W. Mueller 55 President 7/1/93
Chief Executive Officer 1/1/94
and Director 6/11/93
Donald E. Brandt 39 Senior Vice President 7/1/88
Charles A. Bremer 49 Senior Vice President 7/1/88
Robert O. Piening 56 Senior Vice President 7/1/88
Donald F. Schnell 61 Senior Vice President 7/1/88
Charles J. Schukai 59 Senior Vice President 7/1/88
M. Patricia Barrett 56 Vice President 3/1/91
James J. Beisman 60 Vice President 4/24/84
Donald W. Capone 58 Vice President 7/1/88
William J. Carr 56 Vice President 10/1/88
William E. Jaudes 56 Vice President and 4/23/85
General Counsel 4/22/80
R. Alan Kelley 41 Vice President 7/1/88
Herbert W. Loeh 61 Vice President 4/24/84
Michael J. Montana 47 Vice President 7/1/88
Gary L. Rainwater 47 Vice President 7/1/93
Garry L. Randolph 45 Vice President 3/1/91
William A. Sanford 60 Vice President 10/6/78
Robert J. Schukai 55 Vice President 7/1/88
William C. Shores 55 Vice President 7/1/88
-8-
Date First
Age At Elected or
Name 12/31/93 Present Position Appointed
---- -------- ---------------- ----------
Jerrel D. Smith 63 Vice President 7/1/88
Ronald C. Zdellar 49 Vice President 7/1/88
Joseph M. Pfeifer 59 Controller 7/1/88
James C. Thompson 54 Secretary 12/1/82
Jerre E. Birdsong 39 Treasurer 7/1/93
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.
-9-
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 1993 Annual Report and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
Information for the 1989-1993 period required to be reported by this item
is included on pages 34 and 35 of the 1993 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 1993 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 appearing on page 19 and the Selected
Quarterly Information on page 18 of the 1993 Annual Report are incorporated
herein by reference.
-10-
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 1994
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 1994 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 1994 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 1994 definitive proxy
statement filed pursuant to Regulation 14A and is incorporated herein by
reference.
-11-
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: *
Page From 1993
Annual Report
--------------
Report of Independent Accountants................................ 19
Statement of Income - Years 1993, 1992 and 1991.................. 20
Statement of Cash Flows - Years 1993, 1992, and 1991............. 21
Balance Sheet - December 31, 1993 and 1992....................... 22
Long-Term Debt - December 31, 1993 and 1992...................... 24
Preferred Stock - December 31, 1993 and 1992..................... 25
Statement of Retained Earnings - Years 1993, 1992, and 1991...... 26
Statement of Other Paid-in Capital - Years 1993, 1992, and 1991.. 26
Notes to Financial Statements.................................... 27
*Incorporated by reference from the indicated pages of the 1993
Annual Report
2. Financial Statement Schedules:
The following schedules, for the years ended December 31, 1993, 1992,
and 1991, 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).
Pages Herein
------------
Report of Independent Accountants on Financial
Statement Schedules...................................... 13
Property, Plant and Equipment (Schedule V)................ 14
Accumulated Depreciation, Depletion and Amortization of
Property Plant and Equipment (Schedule VI)............... 19
Valuation and Qualifying Accounts (Schedule VIII)......... 22
3. Exhibits: See EXHIBITS, Page 24
(b) Reports on Form 8-K. None
-12-
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
ON FINANCIAL STATEMENT SCHEDULES
--------------------------------
To the Board of Directors
of Union Electric Company
Our audits of the financial statements referred to in our report dated
February 2, 1994 appearing on page 19 of the 1993 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 Schedules
listed in Item 14(a) of this Form 10-K. In our opinion, these
Financial Statement Schedules present fairly, in all material respects,
the information set forth therein when read in conjunction with the
related financial statements.
/s/ PRICE WATERHOUSE
PRICE WATERHOUSE
One Boatmen's Plaza
St. Louis, Missouri
February 2, 1994
-13-
UNION ELECTRIC COMPANY
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
FOR THE YEAR ENDED DECEMBER 31, 1993
Col. A Col. B Col. C Col. D Col. E Col. F
------ ------ ------ ------ ------ ------
Balance at Balance
beginning Additions at end
Classification of period at cost Retirements Other changes of period
-------------- -------------- ------------ ----------- -------------- ----------
Utility properties
Electric
Tangible
Plant in Service
Steam production - nuclear $3,170,695,412 $ 68,771,856 $ 9,436,019 $3,230,031,249
- fossil 1,509,261,860 80,681,927 11,488,513 1,578,455,274
Hydraulic production 79,536,054 6,396,399 505,924 85,426,529
Pumped storage production 47,056,488 20,654 2,528 47,074,614
Internal combustion production 41,765,954 109,752 41,875,706
Transmission 387,511,875 3,071,663 1,548,210 389,035,328
Distribution 2,058,669,180 122,754,362 17,654,622 2,163,768,920
General 359,443,868 23,458,032 5,554,585 377,347,315
Construction work in progress 131,581,139 13,366,597 144,947,736
Nuclear Fuel 100,098,274 1,166,889 101,265,163
Settlement of uranium litigation (2,481,311) (4,175,812) (2,600,303) (4,056,820)
Plant held for future use 3,575,699 (97,953) 3,477,746
-------------- ------------ --------------
Total 7,886,714,492 315,524,366 43,590,098 8,158,648,760
Intangible 162,009 162,009
Electric plant acquisition adjustments 31,794,574 31,794,574
-------------- --------------
Total 7,918,671,075 315,524,366 43,590,098 8,190,605,343
Steam Heating
Tangible
Plant in service
Production 838,724 38 2,736 836,026
Distribution 148,544 (9,352) 297 138,895
General 7,083 - 7,083
-------------- ------------ --------------
Total 994,351 (9,314) 3,033 982,004
Gas
Tangible
Plant in service
Production 3,315,011 3,749 3,318,760
Transmission 8,023,837 82,877 1,940 8,104,774
Distribution 119,455,966 10,870,865 656,137 129,670,694
General 8,000,033 261,603 189,229 8,072,407
Construction work in progress 1,554,634 210,580 1,765,214
-------------- ------------ --------------
Total 140,349,481 11,429,674 847,306 150,931,849
Intangible 16,113 16,113
-------------- --------------
Total 140,365,594 11,429,674 847,306 150,947,962
Total utility properties 8,060,031,020 326,944,726 44,440,437 8,342,535,309
Non-utility properties 2,043,058 59,293 172,894 1,929,457
-------------- ------------ ----------- --------------
Total property, plant and
equipment $8,062,074,078 $327,004,019 $44,613,331 $8,344,464,766
============== ============ =========== ==============
-14-
UNION ELECTRIC COMPANY
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
FOR THE YEAR ENDED DECEMBER 31, 1992
Col. A Col. B Col. C Col. D Col. E Col. F
------ ------ ------ ------ ------ ------
Balance at Balance
beginning Additions at end
Classification of period at cost Retirements Other changes of period
-------------- -------------- ------------ ----------- -------------- --------------
(Note a) (Note b)
Utility properties
Electric
Tangible
Plant in Service
Steam production - nuclear $3,102,218,802 $ 67,953,292 $ (523,318) $ $3,170,695,412
- fossil 1,462,662,377 48,892,797 2,293,314 1,509,261,860
Hydraulic production 74,568,374 5,077,588 109,908 79,536,054
Pumped storage production 47,012,501 43,987 47,056,488
Internal combustion production 41,750,260 17,049 1,355 41,765,954
Transmission 381,158,465 3,311,667 607,330 3,649,073 387,511,875
Distribution 1,961,141,126 120,294,446 65,470,390 42,703,998 2,058,669,180
General 314,248,918 54,933,708 10,456,441 717,683 359,443,868
Construction work in progress 128,972,686 3,605,458 997,005 131,581,139
Nuclear Fuel 90,258,053 9,840,221 100,098,274
Settlement of uranium litigation (4,388,328) (786,524) (2,693,541) (2,481,311)
Plant held for future use 3,003,617 572,082 3,575,699
-------------- ------------ ----------- -------------- --------------
Total 7,602,606,851 313,755,771 76,718,884 47,070,754 7,886,714,492
Intangible 161,316 693 162,009
Electric plant acquisition adjustments 57,431 31,737,143 31,794,574
-------------- ------------ ----------- -------------- --------------
Total 7,602,825,598 313,755,771 76,718,884 78,808,590 7,918,671,075
Steam Heating
Tangible
Plant in service
Production 798,687 40,037 838,724
Distribution 148,544 148,544
General 935 6,148 7,083
Construction work in progress 38,057 (38,057)
-------------- ------------ --------------
Total 986,223 8,128 994,351
Gas
Tangible
Plant in service
Production 3,304,552 10,459 3,315,011
Transmission 7,773,883 251,421 1,467 8,023,837
Distribution 111,963,290 8,127,065 634,389 119,455,966
General 6,995,296 1,268,767 264,030 8,000,033
Construction work in progress 1,050,691 503,943 1,554,634
-------------- ------------ ----------- --------------
Total 131,087,712 10,161,655 899,886 140,349,481
Intangible 16,113 16,113
-------------- ------------ ----------- --------------
Total 131,103,825 10,161,655 899,886 140,365,594
(Continued on following page)
-15-
UNION ELECTRIC COMPANY
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT (Continued)
FOR THE YEAR ENDED DECEMBER 31, 1992
Col. A Col. B Col. C Col. D Col. E Col. F
------ ------ ------ ------ ------ ------
Balance at Balance
beginning Additions at end
Classification of period at cost Retirements Other changes of period
- -------------------------------------------------------- -------------- -------------- ------------ ------------- ------------
(Note a) (Note b)
Utility properties (Continued)
Water
Tangible
Plant in service
Source of supply $ 705,580 $ 707 $ 706,287 $ $
Pumping 516,272 33 516,305
Water treatment 4,305,018 3,218 4,308,236
Distribution 10,167,518 222,201 10,389,719
General 203,921 1,688 205,609
Construction work in progress 134,221 (91,721) 42,500
-------------- ------------ ----------- --------------
Total 16,032,530 136,126 16,168,656
-------------- ------------ ----------- ----------- --------------
Total utility properties 7,750,948,176 324,061,680 93,787,426 78,808,590 8,060,031,020
Non-utility properties 1,739,939 303,119 2,043,058
-------------- ------------ ----------- ----------- --------------
Total property, plant and equipment $7,752,688,115 $324,364,799 $93,787,426 $78,808,590 $8,062,074,078
============== ============ =========== =========== ==============
Notes:
(a) Includes $58,027,040 property, plant and equipment related to Iowa and
northern Illinois electric properties sold by the registrant in December,
1992.
(b) Reflects Missouri retail electric properties of Arkansas Power & Light
Company purchased by the registrant in March, 1992.
-16-
UNION ELECTRIC COMPANY
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
FOR THE YEAR ENDED DECEMBER 31, 1991
Col. A Col. B Col. C Col. D Col. E Col. F
------ ------ ------ ------ ------ ------
Balance at Balance
beginning Additions at end
Classification of period at cost Retirements Other changes of period
-------------- -------------- ------------ ----------- -------------- -------------
Utility properties
Electric
Tangible
Plant in Service
Steam production - nuclear $3,094,353,470 $ 7,702,850 $ (162,482) $3,102,218,802
- fossil 1,425,379,802 41,317,274 4,034,699 1,462,662,377
Hydraulic production 74,162,004 621,065 214,695 74,568,374
Pumped storage production 47,082,603 9,651 79,753 47,012,501
Internal combustion production 41,727,782 40,240 17,762 41,750,260
Transmission 377,970,150 4,271,553 1,083,238 381,158,465
Distribution 1,878,005,858 95,819,951 12,684,683 1,961,141,126
General 297,576,309 27,296,281 10,623,672 314,248,918
Construction work in progress 79,522,762 49,449,924 128,972,686
Nuclear Fuel 61,635,597 28,622,456 90,258,053
Settlement of uranium litigation (8,971,602) (3,278,525) (7,861,799) (4,388,328)
Plant held for future use 2,067,406 936,211 3,003,617
-------------- ------------ ------------ ---------------
Total 7,370,512,141 252,808,931 20,714,221 7,602,606,851
Intangible 161,316 161,316
Electric plant acquisition adjustments 57,431 57,431
-------------- ------------ ------------ ---------------
Total 7,370,730,888 252,808,931 20,714,221 7,602,825,598
Steam Heating
Tangible
Plant in service
Production 798,694 (7) 798,687
Distribution 230,585 82,041 148,544
General 935 935
Construction work in progress 19,221 18,836 38,057
-------------- ------------ ------------ ---------------
Total 1,049,435 18,829 82,041 986,223
Gas
Tangible
Plant in service
Production 3,398,931 44,474 138,853 3,304,552
Transmission 7,922,516 (137,070) 11,563 7,773,883
Distribution 104,504,018 8,159,834 700,562 111,963,290
General 6,789,956 575,854 370,514 6,995,296
Construction work in progress 818,000 232,691 1,050,691
-------------- ------------ ------------ ---------------
Total 123,433,421 8,875,783 1,221,492 131,087,712
Intangible 16,113 16,113
-------------- ------------ ------------ ---------------
Total 123,449,534 8,875,783 1,221,492 131,103,825
(Continued on following page)
-17-
UNION ELECTRIC COMPANY
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT (Continued)
FOR THE YEAR ENDED DECEMBER 31, 1991
Col. A Col. B Col. C Col. D Col. E Col. F
------ ------ ------ ------ ------ ------
Balance at Balance
beginning Additions at end
Classification of period at cost Retirements Other changes of period
- -------------- --------------- -------------- ----------- ------------- -----------
Utility properties (Continued)
Water
Tangible
Plant in service
Source of supply $ 686,544 $ 19,036 $ $ 705,580
Pumping 499,201 17,071 516,272
Water treatment 4,224,000 81,018 4,305,018
Distribution 9,694,562 490,774 17,818 10,167,518
General 261,045 (40,951) 16,173 203,921
Construction work in progress (3,553) 137,774 134,221
-------------- ------------ ---------- --------------
Total 15,361,799 704,722 33,991 16,032,530
-------------- ------------ ---------- --------------
Total utility properties 7,510,591,656 262,408,265 22,051,745 7,750,948,176
Non-utility properties 1,654,048 94,678 8,787 1,739,939
-------------- ------------ ----------- --------------
Total property, plant and equipment $7,512,245,704 $262,502,943 $22,060,532 $7,752,688,115
============== ============ =========== ==============
-18-
UNION ELECTRIC COMPANY
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY,
PLANT AND EQUIPMENT
FOR THE YEAR ENDED DECEMBER 31, 1993
Col. A Col. B Col. C Col. D Col. E Col. F
------ ------ ------ ------ ------ ------
Balance at Additions Balance
beginning charged to costs at end
Classification of period and expenses Retirements Other changes of period
- -------------- --------------- ---------------- ----------- ------------- --------------
(Note)
Utility properties
Electric
Plant in Service
Steam production - nuclear $ 950,993,945 $114,480,737 $ 8,518,171 $1,056,956,511
- fossil 764,026,298 47,379,480 13,427,715 797,978,063
Hydraulic production 37,114,176 931,306 503,069 37,542,413
Pumped storage production 16,582,2 531,947 (4,427) 17,118,663
Internal combustion production 29,643,399 1,668,361 31,311,760
Transmission 141,345,314 7,219,469 1,249,784 147,314,999
Distribution 805,218,005 76,167,490 19,151,468 862,234,027
General 71,271,014 13,539,428 5,066,561 79,743,881
-------------- ------------ ----------- --------------
Total 2,816,194,440 261,918,218 47,912,341 3,030,200,317
Electric Plant Acquisition Adjustments 1,295,892 1,595,484 2,891,376
-------------- ------------ ----------- --------------
Total 2,817,490,332 263,513,702 47,912,341 3,033,091,693
Steam heating 484,601 29,704 3,033 511,272
Gas 42,199,703 4,263,481 1,077,015 45,386,169
-------------- ------------ ----------- --------------
Total utility properties 2,860,174,636 267,806,887 48,992,389 3,078,989,134
Non-utility properties 524,879 10,733 15,745 519,867
-------------- ------------ ----------- --------------
Total $2,860,699,515 $267,817,620 $49,008,134 $3,079,509,001
============== ============ =========== ==============
Note:
Includes $46,441,378 amortization of nuclear fuel and $9,076,951 principally
reflecting depreciation of transportation and related work equipment
charged to clearing accounts and amortization of electric plant acquisition
adjustments.
-19-
UNION ELECTRIC COMPANY
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY,
PLANT AND EQUIPMENT
FOR THE YEAR ENDED DECEMBER 31, 1992
Col. A Col. B Col. C Col. D Col. E Col. F
------ ------ ------ ------ ------ ------
Balance at Additions Balance
beginning charged to costs at end
Classification of period and expenses Retirements Other changes of period
-------------- -------------- ---------------- ------------- ------------- --------------
(Note a) (Note b) (Note c)
Utility properties
Electric
Plant in Service
Steam production - nuclear $ 834,616,960 $115,634,995 $ (741,990) $ $ 950,993,945
- fossil 722,896,343 45,187,050 4,057,095 764,026,298
Hydraulic production 36,332,295 891,683 109,802 37,114,176
Pumped storage production 16,043,664 531,605 (7,020) 16,582,289
Internal combustion production 27,977,045 1,667,709 1,355 29,643,399
Transmission 133,835,861 7,233,871 674,542 950,124 141,345,314
Distribution 753,168,218 74,025,958 36,900,047 14,923,876 805,218,005
General 66,100,794 12,496,969 7,701,494 374,745 71,271,014
-------------- ------------ ----------- ----------- --------------
Total 2,590,971,180 257,669,840 48,695,325 16,248,745 2,816,194,440
Electric Plant Acquisition Adjustments 20,108 1,275,784 1,295,892
-------------- ------------ ----------- ----------- --------------
Total 2,590,991,288 258,945,624 48,695,325 16,248,745 2,817,490,332
Steam heating 455,131 29,470 484,601
Gas 39,220,401 3,966,488 987,186 42,199,703
Water 2,947,321 118,423 3,065,744
-------------- ------------ ----------- ----------- --------------
Total utility properties 2,633,614,141 263,060,005 52,748,255 16,248,745 2,860,174,636
Non-utility properties 522,105 2,774 524,879
-------------- ------------ ----------- ----------- --------------
Total $2,634,136,246 $263,062,779 $52,748,255 $16,248,745 $2,860,699,515
============== ============ =========== =========== ==============
Notes:
(a) Includes $47,815,755 amortization of nuclear fuel and $7,827,375
principally reflecting depreciation of transportation and related work
equipment charged to clearing accounts and amortization of electric plant
acquisition adjustments.
(b) Includes $24,135,487 accumulated depreciation related to Iowa and northern
Illinois electric properties sold by the registrant in December, 1992.
(c) Reflects accumulated depreciation and amortization on Missouri retail
electric properties of Arkansas Power & Light Company purchased by the
registrant in March, 1992.
-20-
UNION ELECTRIC COMPANY
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY,
PLANT AND EQUIPMENT
FOR THE YEAR ENDED DECEMBER 31, 1991
Col. A Col. B Col. C Col. D Col. E Col. F
------ ------ ------ ------ ------ ------
Balance at Additions Balance
beginning charged to costs at end
Classification of period and expenses Retirements Other changes of period
-------------- ---------- ---------------- ----------- ------------- ---------
(Note)
Utility properties
Electric
Plant in Service
Steam production--nuclear $ 695,036,068 $139,470,579 $ (110,313) $ 834,616,960
--fossil 683,952,846 43,728,690 4,785,193 722,896,343
Hydraulic production 35,842,894 816,670 327,269 36,332,295
Pumped storage production 15,591,199 532,232 79,767 16,043,664
Internal combustion production 26,330,755 1,667,312 21,022 27,977,045
Transmission 128,681,002 7,072,203 1,917,344 133,835,861
Distribution 700,522,940 69,165,240 16,519,962 753,168,218
General 65,150,878 11,371,633 10,421,717 66,100,794
-------------- ------------ ----------- --------------
Total 2,351,108,582 273,824,559 33,961,961 2,590,971,180
Electric Plant Acquisition Adjustments 8,624 11,484 20,108
-------------- ------------ ----------- --------------
Total 2,351,117,206 273,836,043 33,961,961 2,590,991,288
Steam heating 507,418 29,754 82,041 455,131
Gas 36,663,491 3,738,412 1,181,502 39,220,401
Water 2,695,066 282,121 29,866 2,947,321
-------------- ------------ ----------- --------------
Total utility properties 2,390,983,181 277,886,330 35,255,370 2,633,614,141
Non-utility properties 530,892 8,787 522,105
-------------- ------------ ----------- --------------
Total $2,391,514,073 $277,886,330 $35,264,157 $2,634,136,246
============== ============ =========== ==============
Note: Includes $71,964,150 amortization of nuclear fuel and $5,967,364
principally reflecting depreciation of transportation and related work
equipment charged to clearing accounts.
-21-
UNION ELECTRIC COMPANY
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
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
----------- ---------- ----------- -------------- ----------- ----------
(Note)
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
========== =========== =========== ==========
Year ended December 31, 1991
Reserves deducted in the balance sheet from
assets to which they apply:
Allowance for doubtful accounts $5,483,582 $11,980,000 $11,231,007 $6,232,575
========== =========== =========== ==========
Note: Uncollectible accounts charged off, less recoveries.
-22-
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 29, 1994 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.
Signature Title
--------- -----
CHARLES W. MUELLER President, Chief Executive
Officer and Director
(Principal Executive Officer)
DONALD E. BRANDT Senior Vice President
(Principal Financial and Accounting Officer)
SAM B. COOK Director
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
By /s/ James C. Thompson March 29, 1994
----------------------------------------
(James C. Thompson, Attorney-in-Fact)
-23-
EXHIBITS
Exhibits Filed Herewith
-----------------------
Exhibit No. Description
- ----------- -----------
3(i) - Restated Articles of Incorporation of the Company as filed with
the Secretary of the State of Missouri.
4.6 - Supplemental Indenture dated May 1, 1993, creating First
Mortgage Bonds, 6 3/4% Series due 2008.
4.7 - Supplemental Indenture dated August 1, 1993, creating First
Mortgage Bonds, 7.15% Series due 2023.
4.8 - Supplemental Indenture dated October 1, 1993, creating First
Mortgage Bonds, 5.45% Series due 2028.
4.9 - Supplemental Indenture dated January 1, 1994, creating First
Mortgage Bonds, 7% Series due 2024.
12(a) - Statement re Computation of Ratios of Earnings to Fixed
Charges, 12 Months Ended December 31, 1993.
12(b) - Statement re Computation of Ratio of Earnings to Fixed Charges
and Preferred Stock Dividend Requirements, 12 Months Ended
December 31, 1993.
13 - Those pages of the 1993 Annual Report incorporated herein
by reference.
23 - Consent of Independent Accountants.
24 - Powers of Attorney.
-24-
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.
Exhibit No. Description
- ----------- -----------
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
Dated as of File Reference Exhibit No.
----------- -------------- -----------
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
-25-
Exhibit No. Description
----------- -----------
4.10 - 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.)
4.11 - 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.)
4.12 - 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.)
4.13 - 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.)
4.14 - 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.)
4.15 - 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.)
4.16 - 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.)
4.17 - 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.)
4.18 - 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.)
-26-
Exhibit No. Description
----------- -----------
4.19 - 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.)
4.20 - 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.)
4.21 - 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.)
4.22 - 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.)
4.23 - 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.)
4.24 - 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.)
4.25 - 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.)
4.26 - 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.)
4.27 - 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.)
-27-
Exhibit No. Description
----------- -----------
4.28 - 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.)
4.29 - 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.)
4.30 - 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.)
4.31 - 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.)
4.32 - 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.)
4.33 - 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.)
4.34 - 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.)
4.35 - 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.)
4.36 - 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.)
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Exhibit No. Description
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4.37 - 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.)
4.38 - 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.)
4.39 - 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.)
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.
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