Obbligazione Electric Union 3.9% ( US906548CJ95 ) in USD

Electric Union

81.743 USD ▼

Stati Uniti

US906548CJ95 ( in USD )

3.9% per anno ( pagato 2 volte l'anno)

14/09/2042

Prospetto opuscolo dell'obbligazione Union Electric US906548CJ95 en USD 3.9%, scadenza 14/09/2042

906548CJ9

A ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

15/09/2026 ( In 182 giorni )

Union Electric era una società di servizi pubblici statunitense, poi acquisita da Ameren Corporation.

The Obbligazione issued by Electric Union ( United States ) , in USD, with the ISIN code US906548CJ95, pays a coupon of 3.9% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 14/09/2042

The Obbligazione issued by Electric Union ( United States ) , in USD, with the ISIN code US906548CJ95, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Electric Union ( United States ) , in USD, with the ISIN code US906548CJ95, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement
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424B2 1 d406838d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration
Title of Each Class of Securities to be Registered

Offering Price

Fee (1)
Union Electric Company 3.90% Senior Secured Notes due 2042

$482,448,900

$55,289

(1) Pursuant to Rules 457(o) and 457(r) under the Securities Act of 1933, the registration fee was calculated based on the maximum
aggregate offering price. Pursuant to Rule 457(p) under the Securities Act of 1933, prior to the application of filing fees in
connection with this offering, $75,226 of registration statement fees were available from Registration Statement Nos.
333-155416, 333-155416-01, 333-155416-02, 333-155416-03, 333-155416-04, 333-155416-05 and 333-155416-06, which
was initially filed by Ameren Corporation and certain subsidiaries of Ameren Corporation on November 17, 2008 (the "Prior
Registration Statement"). The Prior Registration Statement had carried forward the registration statement fees related to
securities which had been registered and remained unsold pursuant to Registration Statement Nos. 333-114274, 333-114274-01,
and 333-114274-02, which was filed by Ameren Corporation and certain other subsidiaries of Ameren Corporation on April 7,
2004. Pursuant to Rule 457(p) under the Securities Act of 1933, after application of the $55,289 registration fee due for this
offering, $19,937 will remain available for future registration fees. No additional registration fee has been paid with respect to
this offering. This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table
in Union Electric Company's Registration Statement on Form S-3 (File No. 333-182258-02), which was filed on June 21, 2012.
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-182258-02
PROSPECTUS SUPPLEMENT
(To Prospectus dated June 21, 2012)

3.90% Senior Secured Notes due 2042

Union Electric Company, doing business as Ameren Missouri, is offering $485,000,000 principal amount of its 3.90% Senior
Secured Notes due 2042, referred to in this prospectus supplement as the "senior secured notes." The senior secured notes will
mature on September 15, 2042. We will pay interest on the senior secured notes on March 15 and September 15, of each year. The
first such payment will be made on March 15, 2013. The senior secured notes will be issued only in minimum denominations of
$2,000 and integral multiples of $1,000 in excess thereof. We may at any time and from time to time redeem all or a portion of the
senior secured notes at the redemption price set forth in this prospectus supplement under "Description of Senior Secured Notes--
Redemption."
The senior secured notes will be secured by a series of our first mortgage bonds, referred to as the "senior note mortgage
bonds," issued and delivered by us to the trustee under the senior secured indenture. Accordingly, the senior secured notes will be
secured ratably with our first mortgage bonds in the collateral pledged to secure such bonds.

Investing in our senior secured notes involves risks. See "Risk Factors" on page S-2 of this
prospectus supplement.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities
or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense.

Discounts and
Commissions
Proceeds, Before
Offering
to
Expenses, to Ameren

Price(1)

Underwriters

Missouri

Per senior secured note

99.474%

0.875%

98.599%
Total

$482,448,900
$4,243,750
$
478,205,150
(1) Plus accrued interest from September 11, 2012 if settlement occurs after that date.
The underwriters expect to deliver the senior secured notes in book-entry form only through the facilities of The Depository
Trust Company for the accounts of its participants, including Clearstream Banking, société anonyme, or Euroclear Bank S.A./N.V., as
operator of the Euroclear System, against payment in New York, New York on or about September 11, 2012.

Joint Book-Running Managers

Barclays
BNP PARIBAS BofA Merrill Lynch
Mitsubishi UFJ Securities

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Co-Managers

BNY Mellon Capital Markets, LLC

Credit Suisse

US Bancorp
Fifth Third Securities, Inc.

KeyBanc Capital Markets
Morgan Stanley
PNC Capital Markets LLC

The Williams Capital Group, L.P.
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TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement
S-1

Union Electric Company
S-1

Risk Factors
S-2

Forward-Looking Statements
S-3

Where You Can Find More Information
S-5

Ratio of Earnings to Fixed Charges
S-6

Capitalization
S-6

Use of Proceeds
S-7

Description of Senior Secured Notes
S-8

Certain United States Federal Income Tax Consequences
S-15
Underwriting
S-19
Legal Matters
S-22
Prospectus

Union Electric Company
1

Where You Can Find More Information
1

About This Prospectus
2

Risk Factors
3

Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock Dividend Requirements
4

Use of Proceeds
4

Description of Senior Secured Debt Securities
5

Description of First Mortgage Bonds and Mortgage Indenture
17

Description of Senior Unsecured Debt Securities
34

Description of Preferred Stock
41

Book-Entry System
44

Plan of Distribution
46

Legal Matters
47

Experts
47

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus and in any written communication from Ameren Missouri or the underwriters specifying the final terms of
the offering. We have not, and the underwriters have not, authorized any other person to provide you with additional or different
information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell the senior secured notes in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information in this prospectus supplement or in the accompanying prospectus is accurate as of any date
other than the date on the front of those documents or that the information incorporated by reference is accurate as of any date other
than the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may
have changed since then.
In this prospectus supplement, "Ameren Missouri," "we," "us" and "our" refer to Union Electric Company, doing business as
Ameren Missouri, and, unless the context otherwise indicates, do not include our subsidiaries, if any.

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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the senior
secured notes we are offering and the related senior note mortgage bonds securing the senior secured notes. The second part, the base
prospectus, gives more general information, some of which may not apply to the senior secured notes we are offering in this
prospectus supplement. See "Description of Senior Secured Debt Securities" and "Description of First Mortgage Bonds and
Mortgage Indenture" in the accompanying prospectus. In the event that information in this prospectus supplement is inconsistent with
information in the accompanying base prospectus, you should rely on the information in this prospectus supplement.
This prospectus supplement and the accompanying prospectus are part of the registration statement that we have filed with the
Securities and Exchange Commission ("SEC") utilizing a "shelf" registration process. Under this shelf registration process, we may
sell, at any time and from time to time, in one or more offerings, any of the securities described in the accompanying prospectus,
including the senior secured notes, up to an indeterminate amount, of which this offering is a part. In this prospectus supplement, we
provide you with specific information about the terms of the senior secured notes and this offering.
UNION ELECTRIC COMPANY
General
Union Electric Company, doing business as Ameren Missouri, is a subsidiary of Ameren Corporation ("Ameren"), a public
utility holding company for Ameren Missouri, Ameren Illinois Company, doing business as Ameren Illinois, and various non-rate-
regulated subsidiaries. Ameren, headquartered in St. Louis, Missouri, is a public utility holding company under the Public Utility
Holding Company Act of 2005, administered by the Federal Energy Regulatory Commission. Ameren Missouri was incorporated in
Missouri in 1922 and is successor to a number of companies, the oldest of which was organized in 1881. It is the largest electric
utility in the state of Missouri. It supplies electric and natural gas service to a 24,000-square-mile area in central and eastern
Missouri. This area has an estimated population of 2.9 million and includes the Greater St. Louis area. As of December 31, 2011,
Ameren Missouri supplied electric service to 1.2 million customers and natural gas service to 127,000 customers.
Tender Offer
On August 20, 2012, we commenced a cash tender offer, which we refer to as the "tender offer," to repurchase our outstanding
6.00% Senior Secured Notes due 2018 (the "6.00% Notes"), 6.70% Senior Secured Notes due 2019 (the "6.70% Notes"), 5.10%
Senior Secured Notes due 2018 (the "2018 5.10% Notes") and 5.10% Senior Secured Notes due 2019 (the "2019 5.10% Notes") for
an aggregate purchase price (including principal and premium) of up to $377,000,000 as a means to reduce the average weighted
interest rate, and enhance the maturity profile, of our outstanding indebtedness. We expect to use the net proceeds from this offering,
together with other available cash, to provide the total amount of funds required to complete the tender offer, including the payment of
interest on the debt securities purchased thereunder and all related fees and expenses, as well as to refinance $173,000,000 principal
amount of our 5.25% senior secured notes that matured on September 1, 2012.
The early tender date and the withdrawal deadline for the tender offer was at 5:00 p.m., New York City time, on September 5,
2012. As of such time, approximately $71.5 million in aggregate principal amount of the 6.00% Notes, approximately $120.7 million
in aggregate principal amount of the 6.70% Notes, approximately $1.3 million in aggregate principal amount of the 2018 5.10% Notes
and approximately $55.6 million in

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aggregate principal amount of the 2019 5.10% Notes had been validly tendered and not validly withdrawn. The tender offer will
expire at 12:00 midnight, New York City time, on September 19, 2012, unless extended. The tender offer is not conditioned upon any
minimum amount of debt securities being tendered, and, subject to applicable law, we may, in our sole discretion, increase or
decrease the aggregate amount of debt securities subject to the tender offer without extending the withdrawal deadline. The tender
offer is subject to the satisfaction or waiver of certain conditions, including our completion of this offering (or another debt financing
transaction) in a manner that would result in an economic benefit to us in accordance with the Missouri Public Service Commission
order authorizing our proposed offering of senior secured debt securities.
The tender offer is being made solely on the terms and subject to the conditions set forth in the offer to purchase, dated
August 20, 2012, relating to the tender offer. We cannot assure you that the tender offer will be consummated in accordance with its
terms, or at all. Barclays Capital Inc., one of the joint book-running managers for this offering, is also acting as the dealer manager in
connection with the tender offer. Neither this prospectus supplement nor the accompanying prospectus is an offer to purchase the debt
securities subject to the tender offer.
RISK FACTORS
Investing in the senior secured notes involves certain risks. In considering whether to purchase the senior secured notes offered
by this prospectus supplement, you should carefully consider the information included or incorporated by reference in this prospectus
supplement and the accompanying prospectus. In particular, you should carefully consider the information under the heading
"Forward-Looking Statements" below and under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended
December 31, 2011 (the "2011 Form 10-K"), which is incorporated by reference herein.

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FORWARD-LOOKING STATEMENTS
Statements in this prospectus supplement not based on historical facts are considered "forward-looking" and, accordingly,
involve risks and uncertainties that could cause actual results to differ materially from those discussed. Although such forward-
looking statements have been made in good faith and are based on reasonable assumptions, there is no assurance that the expected
results will be achieved. These statements include (without limitation) statements as to future expectations, beliefs, plans, strategies,
objectives, events, conditions, and financial performance. In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, we are providing this cautionary statement to identify important factors that could cause actual results
to differ materially from those anticipated. The following factors, in addition to those discussed under "Risk Factors" in the 2011
Form 10-K and in our other filings with the SEC, could cause actual results to differ materially from management expectations
suggested in such forward-looking statements:

· regulatory, judicial, or legislative actions, including changes in regulatory policies and ratemaking determinations, such as
the outcome of our electric rate case filed in 2012; our fuel adjustment clause prudence review and the related request for

an accounting authority order; and future regulatory, judicial, or legislative actions that seek to change regulatory recovery
mechanisms;

· changes in laws and other governmental actions, including monetary, fiscal, and tax policies;

· changes in laws or regulations that adversely affect the ability of electric distribution companies and other purchasers of

wholesale electricity to pay their suppliers, including us;

· the effects of increased competition in the future due to, among other things, deregulation of certain aspects of our business

at both the state and federal levels, and the implementation of deregulation;

· the effects on demand for our services resulting from technological advances, including advances in energy efficiency and

distributed generation sources, which generate electricity at the site of consumption;

· increasing capital expenditure and operating expense requirements and our ability to recover these costs;

· the cost and availability of fuel such as coal, natural gas, and enriched uranium used to produce electricity; the cost and

availability of purchased power and natural gas for distribution; and the level and volatility of future market prices for
such commodities, including the ability to recover the costs for such commodities;

· the effectiveness of our risk management strategies and the use of financial and derivative instruments;

· the level and volatility of future prices for power in the Midwest;

· the development of a capacity market within the Midwest Independent Transmission System Operator, Inc. ("MISO") and

the outcomes of MISO's inaugural capacity auction in 2013;

· business and economic conditions, including their impact on interest rates, bad debt expense, and demand for our products;

· disruptions of the capital markets, deterioration in our credit metrics, or other events that make our access to necessary

capital, including short-term credit and liquidity, impossible, more difficult, or more costly;

· our assessment of our liquidity;

· the impact of the adoption of new accounting guidance and the application of appropriate technical accounting rules and

guidance;

· actions of credit rating agencies and the effects of such actions;

· the impact of weather conditions and other natural phenomena on us and our customers;

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· the impact of system outages;

· generation, transmission, and distribution asset construction, installation, performance, and cost recovery;

· the extent to which we prevail in our claims against insurers in connection with our Taum Sauk pumped-storage

hydroelectric energy center incident;

· the extent to which we are permitted by our regulators to recover in rates the investments we made in connection with a

proposed second unit at our Callaway energy center;

· impairments of long-lived assets, intangible assets, or goodwill;

· operation of our Callaway nuclear energy center, including planned and unplanned outages, decommissioning, costs and

potential increased costs because of Nuclear Regulatory Commission orders to address nuclear plant readiness as a result
of nuclear-related developments in Japan in 2011;

· the effects of strategic initiatives, including mergers, acquisitions and divestitures, and any related tax implications;

· the impact of current environmental regulations on utilities and power generating companies and new, more stringent or
changing requirements, including those related to greenhouse gases, other emissions, cooling water intake structures, coal

combustion residuals, and energy efficiency, that are enacted over time and that could limit or terminate the operation of
certain of our generating units, increase our costs, result in an impairment of our assets, reduce our customers' demand for
electricity or natural gas, or otherwise have a negative financial effect;

· the impact of complying with renewable energy portfolio requirements in Missouri;

· labor disputes, workforce reductions, future wage and employee benefits costs, including changes in discount rates and

returns on benefit plan assets;

· the inability of our counterparties and affiliates to meet their obligations with respect to contracts, credit facilities, and

financial instruments;

· the cost and availability of transmission capacity for the energy generated by our energy centers or required to satisfy

energy sales made by us;

· legal and administrative proceedings; and

· acts of sabotage, war, terrorism, cybersecurity attacks or intentionally disruptive acts.
Given these uncertainties, undue reliance should not be placed on these forward-looking statements. Except to the extent
required by the federal securities laws, we undertake no obligation to update or revise publicly any forward-looking statements to
reflect new information or future events.

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WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 with the SEC under the Securities Act of 1933. This prospectus supplement
and the accompanying prospectus are part of the registration statement, but the registration statement also contains or incorporates by
reference additional information and exhibits. We are subject to the informational requirements of the Securities Exchange Act of
1934 and, therefore, we file annual, quarterly and current reports, information statements and other information with the SEC. You
may read and copy the registration statement and any document that we file with the SEC at the SEC's public reference room at 100 F
Street, N.E., Washington, D.C. 20549. You can call the SEC's toll-free telephone number at 1-800-SEC-0330 for further information
on the public reference room. The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding companies, such as us, that file documents with the SEC electronically. The documents can
be found by searching the EDGAR archives of the SEC electronically.
The SEC allows us to "incorporate by reference" the information that we file with the SEC which means that we can disclose
important information to you by referring you to those documents. The information incorporated by reference is considered to be part
of this prospectus supplement and you should read it with the same care. Later information that we file with the SEC will
automatically update and supersede this information and will be deemed to be incorporated by reference into this prospectus
supplement (other than any documents, or portions of documents, not deemed to be filed). We incorporate by reference the following
documents previously filed with the SEC:

· the 2011 Form 10-K;

· our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012 and June 30, 2012; and

· our Current Reports on Form 8-K filed on February 3, 2012, April 19, 2012 and April 25, 2012.
We are also incorporating by reference all additional documents that we file with the SEC under Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 after the date of this prospectus supplement until the offering contemplated by this
prospectus supplement is completed or terminated.
Any statement contained in this prospectus supplement, or in a document incorporated or deemed to be incorporated by
reference in this prospectus supplement, will be deemed to be modified or superseded for purposes of this prospectus supplement to
the extent that a statement contained in this prospectus supplement, or in any separately filed document which also is or is deemed to
be incorporated by reference herein, modifies or supersedes that statement. Any statement so modified or superseded will not be
deemed, except as so modified or superseded, to constitute part of this prospectus supplement.
You may request a free copy of these filings by writing or telephoning us, c/o Ameren Corporation, at the following address:
Union Electric Company
c/o Ameren Corporation
Attention: Secretary's Department
P.O. Box 66149
St. Louis, Missouri 63166-6149
Telephone: (314) 621-3222
Copies of these filings are also available from Ameren's website at http://www.ameren.com. We do not intend this internet
address to be an active link or to otherwise incorporate the contents of the website into this prospectus supplement.

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RATIO OF EARNINGS TO FIXED CHARGES
The information in this section supplements the information in the "Ratios of Earnings to Fixed Charges and Combined Fixed
Charges and Preferred Stock Dividend Requirements" section on page 4 of the accompanying prospectus.
Our ratio of earnings to fixed charges for the six months ended June 30, 2012 was 3.15.
CAPITALIZATION
The following table shows our capitalization (including short-term debt) as of June 30, 2012.

As of June 30, 2012(4)

Percent of
Total

Amount
Capitalization

(in millions)

Short-term debt(1)

$

67
1.0%
Long-term debt(2)(3):

Senior secured debt securities, environmental improvement and pollution control
revenue bonds, including current maturities

3,641

45.4%
Capital lease obligations

309

3.9%
Total short-term and long-term debt

4,017

50.1%
Preferred stock (not subject to mandatory redemption)

80

1.0%
Common stockholder's equity

3,921

48.9%

Total capitalization

$ 8,018
100.0%

(1) Consists of outstanding borrowings under the Ameren utility money pool agreement between us and certain of our affiliates.
(2) Includes unamortized debt discount of $5 million.
(3) Consists of (a) approximately $3.4 billion of senior secured debt securities secured by first mortgage bonds and
(b) approximately $251 million environmental improvement and pollution control revenue bonds secured by first mortgage
bonds.
(4) The net proceeds from the sale of the senior secured notes, together with other available cash, will be used to provide the total
amount of funds required to complete the tender offer, including the payment of interest on the debt securities purchased
thereunder and all related fees and expenses, as well as to refinance $173,000,000 principal amount of our senior secured notes
that matured on September 1, 2012 and, as a result, our capitalization will not be materially affected. See "Use of Proceeds."

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