-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DQVop/+AAt6IlycsI3bKxXgTadnGJ9zRB6qAdMo/yciv1I5l2i3NWLe4C6VT2hd/ 8hpZwmDuqU5bu/do/7lcjw== 0000100826-03-000011.txt : 20030331 0000100826-03-000011.hdr.sgml : 20030331 20030331172629 ACCESSION NUMBER: 0000100826-03-000011 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION ELECTRIC CO CENTRAL INDEX KEY: 0000100826 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 430559760 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-02967 FILM NUMBER: 03632170 BUSINESS ADDRESS: STREET 1: 1901 CHOUTEAU AVENUE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63166 BUSINESS PHONE: 3146213222 MAIL ADDRESS: STREET 1: 1901 CHOUTEAU AVENUE STREET 2: MC 1370 CITY: ST LOUIS STATE: MO ZIP: 63166 10-K/A 1 ueamd10k2002.txt UE10KAMENDMENT 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 ===== ===== ===== ===== =====
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