LG&E ENERGY CORP
10-Q, 1994-05-13
ELECTRIC & OTHER SERVICES COMBINED
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549


                                    FORM 10-Q


(Mark One)
[X]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                  For the quarterly period ended March 31, 1994


                                       or


[  ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Commission file number 1 - 10568

                                LG&E ENERGY CORP.
             (Exact name of registrant as specified in its charter)

                  Kentucky                          61  -  1174555
       (State or other jurisdiction of             (I.R.S. Employer
       incorporation or organization)             Identification No.)

            220 West Main Street                         40232
               P.O. Box 32030                         (Zip Code)
               Louisville, KY
  (Address of principal executive offices)

                                 (502) 627-2000
                         (Registrant's telephone number)

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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.  32,988,441 shares, without
par value, as of April 30, 1994.

         Part I.  Financial Information - Item 1.  Financial Statements

                       LG&E Energy Corp. and Subsidiaries
                              Statements of Income
               (Unaudited - Thousands of $ Except Per Share Data)

                                                         Three Months Ended
                                                              March 31,
                                                         1994          1993

REVENUES:
 Electric . . . . . . . . . . . . . . . . . . . . . . $123,418      $125,025 
 Gas. . . . . . . . . . . . . . . . . . . . . . . . .   96,362        84,781 
 Non-utility. . . . . . . . . . . . . . . . . . . . .   24,682        28,590 
  Total revenues. . . . . . . . . . . . . . . . . . .  244,462       238,396 

COST OF REVENUES:
 Fuel and power purchased . . . . . . . . . . . . . .   36,620        37,873 
 Gas supply expenses. . . . . . . . . . . . . . . . .   67,399        57,362 
 Development and construction costs . . . . . . . . .   20,758        25,169 
  Total cost of revenues. . . . . . . . . . . . . . .  124,777       120,404 

Gross profit. . . . . . . . . . . . . . . . . . . . .  119,685       117,992 

OPERATING EXPENSES:
 Operation and maintenance. . . . . . . . . . . . . .   59,052        54,001 
 Depreciation and amortization. . . . . . . . . . . .   20,965        20,538 
 Non-recurring charges (Note 3) . . . . . . . . . . .   48,743             - 
  Total operating expenses. . . . . . . . . . . . . .  128,760        74,539 

Equity in earnings of joint ventures. . . . . . . . .    2,544         1,333 

OPERATING INCOME (LOSS) . . . . . . . . . . . . . . .   (6,531)       44,786 

Other income and (deductions) (Note 4). . . . . . . .  (15,841)         (437)
Interest charges. . . . . . . . . . . . . . . . . . .   10,597        12,354 

Income (loss) from continuing operations
 before income taxes. . . . . . . . . . . . . . . . .  (32,969)       31,995 

Income taxes. . . . . . . . . . . . . . . . . . . . .  (14,383)       11,835 

Income (loss) from continuing operations
 before preferred dividends . . . . . . . . . . . . .  (18,586)       20,160 

Preferred dividends . . . . . . . . . . . . . . . . .    1,378         1,587 

INCOME (LOSS) FROM CONTINUING OPERATIONS. . . . . . . $(19,964)     $ 18,573 

                       LG&E Energy Corp. and Subsidiaries
                          Statements of Income (cont.)
               (Unaudited - Thousands of $ Except Per Share Data)

                                                         Three Months Ended
                                                              March 31,
                                                         1994          1993

INCOME (LOSS) FROM CONTINUING OPERATIONS. . . . . . . $(19,964)     $ 18,573 

Income from discontinued operations,
 net of income taxes of $984 (Note 5) . . . . . . . .        -         1,524 
Gain on sale of discontinued operations,
 net of income taxes of $35,048 (Note 5). . . . . . .   51,805             - 

Income before cumulative effect of
 change in accounting principle . . . . . . . . . . .   31,841        20,097 

Cumulative effect of change 
 in accounting principle, net of
 income taxes of $2,280 (Note 6). . . . . . . . . . .   (3,369)            - 

NET INCOME. . . . . . . . . . . . . . . . . . . . . . $ 28,472      $ 20,097 

Average common shares outstanding . . . . . . . . . .   32,967        32,443 

EARNINGS PER SHARE:
 Continuing operations. . . . . . . . . . . . . . . .$    (.61)    $     .57 
 Income from discontinued operations. . . . . . . . .        -           .05 
 Gain on sale of discontinued operations. . . . . . .     1.57             - 
 Cumulative effect of accounting change . . . . . . .     (.10)            - 
  Total earnings per share. . . . . . . . . . . . . .$     .86     $     .62 

                       LG&E Energy Corp. and Subsidiaries
                                 Balance Sheets
                                   (Unaudited)
                                (Thousands of $)

                                     ASSETS

                                                       March 31,     Dec. 31,
                                                         1994          1993

UTILITY PLANT:
 At original cost . . . . . . . . . . . . . . . . . .$2,477,152   $2,464,101 
 Less:  reserve for depreciation. . . . . . . . . . .   841,988      823,141 
  Net utility plant . . . . . . . . . . . . . . . . . 1,635,164    1,640,960 

OTHER PROPERTY AND INVESTMENTS - less reserve:
 Investments in affiliates. . . . . . . . . . . . . .   66,806        63,241 
 Other. . . . . . . . . . . . . . . . . . . . . . . .   38,662        24,949 
 Investment in discontinued operations (Note 5) . . .           -     84,284 
  Total other property and investments. . . . . . . .   105,468      172,474 

CURRENT ASSETS:
 Cash and temporary cash investments. . . . . . . . .  121,920        67,377 
 Marketable securities. . . . . . . . . . . . . . . .   95,706             - 
 Accounts receivable - less reserve . . . . . . . . .  117,261       124,504 
 Materials and supplies - at average cost:
  Fuel (predominantly coal) . . . . . . . . . . . . .   13,514        12,075 
  Gas stored underground. . . . . . . . . . . . . . .   10,804        33,370 
  Other . . . . . . . . . . . . . . . . . . . . . . .   39,554        40,357 
 Prepayments and other. . . . . . . . . . . . . . . .      5,022       1,600 
    Total current assets. . . . . . . . . . . . . . .   403,781      279,283 

DEFERRED DEBITS AND OTHER ASSETS:
 Unamortized debt expense . . . . . . . . . . . . . .   24,404        24,698 
 Accumulated deferred income taxes. . . . . . . . . .   76,955        58,675 
 Regulatory asset - income taxes. . . . . . . . . . .   39,388        39,651 
 Other. . . . . . . . . . . . . . . . . . . . . . . .    37,462       69,053 
  Total deferred debits and other assets. . . . . . .   178,209      192,077 
    Total assets. . . . . . . . . . . . . . . . . . .$2,322,622   $2,284,794 

                       LG&E Energy Corp. and Subsidiaries
                             Balance Sheets (cont.)
                                   (Unaudited)
                                (Thousands of $)

                             CAPITAL AND LIABILITIES

                                                       March 31,     Dec. 31,
                                                         1994          1993

CAPITALIZATION:
 Common stock, without par value -
  Authorized 75,000,000 shares;
  outstanding 32,988,441 shares
  and 32,956,148 shares (Note 2). . . . . . . . . . .$  460,089   $  458,940 
 Common stock expense . . . . . . . . . . . . . . . .     (899)         (899)
 Retained earnings. . . . . . . . . . . . . . . . . .   282,924      271,606 
  Total common equity . . . . . . . . . . . . . . . .  742,114       729,647 
 Cumulative preferred stock . . . . . . . . . . . . .  116,716       116,716 
 Long-term debt . . . . . . . . . . . . . . . . . . .   662,875      662,879 
  Total capitalization. . . . . . . . . . . . . . . . 1,521,705    1,509,242 

CURRENT LIABILITIES:
 Notes payable. . . . . . . . . . . . . . . . . . . .        -        20,000 
 Accounts payable . . . . . . . . . . . . . . . . . .  103,566       111,192 
 Common dividends declared. . . . . . . . . . . . . .   17,154        17,137 
 Accrued taxes. . . . . . . . . . . . . . . . . . . .   51,824        11,267 
 Accrued interest . . . . . . . . . . . . . . . . . .   11,489        12,864 
 Other. . . . . . . . . . . . . . . . . . . . . . . .    36,227       38,394 
  Total current liabilities . . . . . . . . . . . . .   220,260      210,854 

DEFERRED CREDITS AND OTHER LIABILITIES:
 Accumulated deferred income
  taxes . . . . . . . . . . . . . . . . . . . . . . .  338,133       345,630 
 Investment tax credit, in
  process of amortization . . . . . . . . . . . . . .   90,383        91,572 
 Customers' advances for construction . . . . . . . .    7,422         7,384 
 Regulatory liability - income taxes. . . . . . . . .   46,943        46,528 
 Other. . . . . . . . . . . . . . . . . . . . . . . .    97,776       73,584 
  Total deferred credits and other liabilities. . . .   580,657      564,698 
    Total capital and liabilities . . . . . . . . . .$2,322,622   $2,284,794 

                       LG&E Energy Corp. and Subsidiaries
                            Statements of Cash Flows
                          (Unaudited - Thousands of $)

                                                         Three Months Ended
                                                              March 31,
                                                         1994          1993

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income . . . . . . . . . . . . . . . . . . . . .$  28,472     $  20,097 
 Items not requiring cash currently:
  Cumulative effect of change
    in accounting principle . . . . . . . . . . . . .    3,369             - 
  Non-recurring charges . . . . . . . . . . . . . . .   48,743             - 
  Depreciation and amortization . . . . . . . . . . .   20,965        20,538 
  Deferred income taxes - net . . . . . . . . . . . .  (20,531)      (12,318)
  Investment tax credit - net . . . . . . . . . . . .   (1,189)       (9,462)
  Undistributed earnings of joint ventures. . . . . .   (1,552)         (934)
  Income from discontinued operations . . . . . . . .        -        (1,524)
  Gain on sale of discontinued operations . . . . . .  (90,878)            - 
  Other . . . . . . . . . . . . . . . . . . . . . . .    7,493         4,029 
 (Increases) decreases in net current assets:
  Accounts receivable . . . . . . . . . . . . . . . .    7,243        (8,843)
  Materials and supplies. . . . . . . . . . . . . . .   21,930        30,074 
  Accounts payable. . . . . . . . . . . . . . . . . .   (7,626)      (20,313)
  Accrued taxes . . . . . . . . . . . . . . . . . . .   40,557        29,644 
  Accrued interest. . . . . . . . . . . . . . . . . .   (1,375)          362 
  Prepayments and other . . . . . . . . . . . . . . .   (5,589)       (6,790)
 Other. . . . . . . . . . . . . . . . . . . . . . . .   (3,502)        7,250 
  Net cash provided by operating activities . . . . .   46,530        51,810 

CASH FLOWS FROM INVESTING ACTIVITIES:
 Sale of capital asset. . . . . . . . . . . . . . . .        -        91,076 
 Investment in marketable securities. . . . . . . . .  (95,706)            - 
 Long-term investment in securities . . . . . . . . .  (13,847)         (165)
 Construction expenditures. . . . . . . . . . . . . .  (14,433)      (22,280)
 Investment in affiliates . . . . . . . . . . . . . .   (2,013)            - 
 Proceeds from sale of discontinued operations. . . .  170,000             - 
  Net cash provided by investing activities . . . . .   44,001        68,631 

CASH FLOWS FROM FINANCING ACTIVITIES:
 Issuance of common stock . . . . . . . . . . . . . .    1,149         6,318 
 Retirement of pollution control bonds. . . . . . . .        -       (27,411)
 Decrease in notes payable. . . . . . . . . . . . . .  (20,000)       (8,000)
 Payment of common dividends. . . . . . . . . . . . .  (17,137)      (16,253)
  Net cash used for financing activities. . . . . . .$ (35,988)    $ (45,346)

                       LG&E Energy Corp. and Subsidiaries
                        Statements of Cash Flows (cont.)
                          (Unaudited - Thousands of $)

                                                         Three Months Ended
                                                              March 31,
                                                         1994          1993

NET INCREASE IN CASH AND
 TEMPORARY CASH INVESTMENTS . . . . . . . . . . . . .$  54,543     $  75,095 

CASH AND TEMPORARY CASH INVESTMENTS AT
 BEGINNING OF PERIOD. . . . . . . . . . . . . . . . .   67,377        21,997 

CASH AND TEMPORARY CASH INVESTMENTS AT
 END OF PERIOD. . . . . . . . . . . . . . . . . . . .$ 121,920     $  97,092 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
 INFORMATION:
  Cash paid during the period for:
    Income taxes. . . . . . . . . . . . . . . . . . .$   6,240     $   4,618 
    Interest on borrowed money. . . . . . . . . . . .   11,781        11,906 

For the purposes of this statement, all temporary cash investments purchased
with a maturity of three months or less are considered cash equivalents.

                       LG&E Energy Corp. and Subsidiaries
                         Statements of Retained Earnings
                                   (Unaudited)
                                (Thousands of $)

                                                         Three Months Ended
                                                              March 31,
                                                         1994          1993

Balance at beginning of period. . . . . . . . . . . .  $271,606      $251,121
Net income. . . . . . . . . . . . . . . . . . . . . .    28,472        20,097
 Subtotal . . . . . . . . . . . . . . . . . . . . . .   300,078       271,218
Cash dividends declared on
 common stock ($.52 and $.5025 per share) . . . . . .    17,154        16,335

Balance at end of period. . . . . . . . . . . . . . .  $282,924      $254,883

                       LG&E Energy Corp. and Subsidiaries

                          Notes to Financial Statements
                                   (Unaudited)

1.  The unaudited consolidated financial statements include the accounts of
    LG&E Energy Corp. and its wholly-owned subsidiaries - Louisville Gas and
    Electric Company (LG&E) and LG&E Energy Systems Inc. (Energy Systems),
    collectively referred to as the "Company."

  In the opinion of management, all adjustments have been made to present
  fairly the consolidated financial position, results of operations and cash
  flows for the periods indicated.  Certain information and footnote
  disclosures normally included in financial statements prepared in accordance
  with generally accepted accounting principles have been condensed or omitted
  pursuant to SEC rules and regulations, although the Company believes that
  the disclosures are adequate to make the information presented not
  misleading.  Certain amounts in the statements of income and cash flows for
  the three months ended March 31, 1993, have been restated to be consistent
  with the presentation for the three months ended March 31, 1994.

  These financial statements should be read in conjunction with the financial
  statements and the notes thereto included in the Company's Annual Report on
  Form 10-K for the year 1993.

2.  Changes in common stock outstanding during the three months ended March 31,
    1994, were:

                                                        Shares        $000's

  Outstanding January 1                              32,956,148      $458,940

  Issued under the Employee
    Common Stock Purchase Plan                           21,640           718
  Issued under the Omnibus Long-Term
    Incentive Plan                                       10,653           431

  Outstanding March 31                               32,988,441      $460,089

3.  Effective January 1, 1994, the Company realigned its business to reflect
    its outlook for rapidly emerging competition in all segments of the energy
    service industry.  Under the realignment, a national business unit, LG&E
    Energy Services, was formed to develop and manage all of its utility and
    non-utility electric power generation and concentrate on the marketing and
    brokering of wholesale electric power on a regional and national basis. 
    LG&E, an electric and gas utility that is the Company's principle
    subsidiary, will increase its focus on customer service and develop more
    customer options as the local utility industry becomes more competitive in
    the future.

  In addition to the realignment, LG&E has been re-evaluating its regulatory
  strategy which previously had been to seek full recovery of certain costs
  deferred in accordance with prior precedent established by the Public
  Service Commission of Kentucky.  LG&E completed its study in the first
  quarter of 1994 and decided to write off several non-recurring items
  amounting to approximately $38.6 million before tax.  While LG&E continues
  to believe that it could have reasonably expected to recover these costs in
  future rate proceedings before the Public Service Commission of Kentucky,
  LG&E decided to deduct these expenses currently and not seek recovery for
  such expenses in future rates due to increasing competitive pressures and
  the existing and anticipated future economic conditions.  The items written
  off include costs incurred in connection with early retirements and work
  force reductions that occurred in 1992 and 1993 which consist primarily of
  separation payments, enhanced early retirement benefits, and health care
  benefits; costs associated with property damage claims pertaining to
  particulate emission from its Mill Creek electric generating plant which
  primarily consist of spotting on automobile finish and aluminum siding; and
  certain costs previously deferred resulting from adoption in January 1993 of
  SFAS No. 106 (Statement of Financial Accounting Standards No. 106,
  Employers' Accounting for Post-Retirement Benefits Other Than Pensions).

  LG&E Power Inc. (LPI) set up a reserve for $10.1 million before tax for the
  cost related to terminating a contract to lease office space.  This cost and
  the costs mentioned above that were incurred by LG&E have been classified as
  non-recurring charges in the accompanying statements of income.

4.  In the first quarter of 1994, the board of directors of the Company
    approved the formation of a tax-exempt charitable foundation which will
    make charitable contributions to qualified persons and entities.  The board
    authorized an initial contribution to the foundation of up to $15 million. 
    Accordingly, the Company recorded a pretax charge against income and
    accrued $15 million to fund the contribution.  Funding is anticipated to
    occur following the receipt of exempt status for the foundation under the
    Internal Revenue Code.  Contributions made from this foundation will not be
    charged against income and, therefore, will not affect the Company's net
    income in the future.

5.  The Company sold its 36.5% equity interest in Natural Gas Clearinghouse
    (NGC) to NOVA Corporation in January 1994 for $170 million.  The sale
    resulted in a pretax gain of $87 million, and the tax on the gain totaled
    $35 million.  All of these amounts were in line with previously-disclosed
    estimates.

  The Company's gain on the sale, investment balance, and equity in the
  earnings of NGC have been classified as discontinued operations in the
  accompanying financial statements.

6.  The Company adopted SFAS No. 112 (Statement of Financial Accounting
    Standards No. 112, Employers' Accounting for Post-Employment Benefits) in
    the first quarter of 1994.  SFAS No. 112 requires the accrual of the
    expected cost of benefits to former or inactive employees after employment
    but before retirement.  The cumulative effect of the accounting change was
    recorded in the first quarter of 1994 and decreased pretax income by $5.6
    million.

7.  In connection with the financing of various power projects, Energy Systems
    and LPI provide equity funding commitments and guarantee the construction
    and performance of the projects.  Ascertainable equity funding commitments
    were $57 million and $36 million at March 31, 1994, and December 31, 1993,
    respectively.  Contingent construction and project performance guarantees
    totaled $213 million at March 31, 1994, and $198 million at December 31,
    1993.

  Westmoreland Energy Inc. (WEI) is a partner along with LPI in six
  cogeneration projects in operation or under construction.  Under an
  agreement signed on April 15, 1993, LPI and Energy Systems have guaranteed
  (in exchange for fees and other consideration) the equity funding commitment
  of WEI in connection with the following three projects:  Roanoke Valley I,
  Roanoke Valley II, and Rensselaer.  The additional commitments resulting
  from this agreement total $35.5 million.

  During December 1993, the Company signed an agreement with Nations Financial
  Capital Corporation (Nations Financial) under which Nations Financial
  agreed, in exchange for fees, to assume $26.9 million of the Company's
  contingent equity funding commitment for Roanoke Valley I and II resulting
  from its April 15, 1993, agreement with WEI.

8.  Reference is made to Part II herein - Item 1, Legal Proceedings.

Item 2.  Management's Discussion and Analysis of Results of Operations and
Financial Condition.

The Company's principal subsidiary is LG&E, an electric and gas utility. 
Accordingly, LG&E's results of operations and liquidity and capital resources
are the primary factors affecting the Company's consolidated results of
operations and capital resources and liquidity.

                              Results of Operations

LG&E's results of operations are significantly affected by seasonal
fluctuations in temperature and other weather-related factors.  Additionally,
results of the Company's non-utility operations are dependent, among other
things, upon the timing and magnitude of development and construction
activities associated with LPI's various electric generation projects.  Because
of these and other factors, the results of one interim period are not
necessarily indicative of results or trends to be expected for the full year.

                Three Months Ended March 31, 1994, Compared with
                        Three Months Ended March 31, 1993

The increase in net income was due primarily to recognizing a gain on the sale
of the Company's interest in NGC and to higher earnings from LPI (before non-
recurring charges).  Partially offsetting these increases were decreases
resulting from recording non-recurring charges (see note 3), the expense
associated with the formation of a tax-exempt charitable foundation (see note
4), and the cumulative effect of a change in accounting principle, as well as
decreases resulting from lower earnings from LG&E (before non-recurring
charges) resulting from increased storm damage expenses caused by the area's
worst winter storm in 16 years, and lower income from discontinued operations.

A comparison of utility operating revenues for the quarter ended March 31,
1994, with the quarter ended March 31, 1993, reflects increases and decreases
which have been segregated by the following principal causes:

                                                       Increase or (Decrease)
                                                          (Thousands of $)
                                                       Electric         Gas
Cause                                                  Revenues      Revenues

Sales to ultimate consumers:
 Fuel and gas supply adjustments                       $  (987)     $    811 
 Variation in sales volume, etc.                         3,896        12,077 

  Total                                                  2,909        12,888 

Sales to other utilities                                (4,650)            - 
Gas transportation - net                                     -        (1,395)
Other                                                      134            88 

  Total                                                $(1,607)      $11,581 

The decrease in non-utility revenues resulted from lower levels of activity on
LPI's Roanoke Valley I and Rensselaer construction projects.  The lower
activity was due to the projects' nearing completion in 1994.

Fuel for electric generation and gas supply expenses comprise a large segment
of LG&E's total operating expenses.  LG&E's electric and gas rates contain a
fuel adjustment clause and a gas supply clause, respectively, whereby increases
or decreases in the cost of fuel and gas supply may be reflected in LG&E's
rates, subject to the approval of the Public Service Commission of Kentucky. 
Fuel and power purchased decreased 3% for the quarter.  Fuel expenses decreased
slightly for the quarter primarily because of a decrease in the cost of coal
burned.  Power purchased decreased due mainly to less power wheeled for other
utilities.

Gas supply expenses increased 17% due mainly to an increase in the volume of
gas delivered to the distribution system and the higher cost of gas purchased.

Development and construction costs decreased due mainly to the lower level of
activity on LPI's Roanoke Valley I and Rensselaer construction projects.

Operation and maintenance expenses increased primarily as a result of increases
at LG&E related to increased electric and gas distribution expenses, increased
costs to operate and maintain the electric power plants, and an increase in
storm damage expenses caused by the severe winter weather.

Depreciation and amortization increased because of increased depreciable plant
in service.

Non-recurring charges include LG&E's write off of costs in connection with
early retirements and work force reductions that occurred in 1992 and 1993,
costs in connection with property damage claims pertaining to particulate
emissions from the Mill Creek electric generating plant, and certain costs
previously deferred resulting from adoption of SFAS No. 106 (Statement of
Financial Accounting Standards No. 106, Employers' Accounting for Post-
Retirement Benefits Other Than Pensions) expense previously recorded as a
deferred item.  Non-recurring charges also includes a reserve to record costs
related to terminating a contract entered into by LPI to lease office space. 
See Note 3 of Notes to Financial Statements.

The increase in equity in earnings of joint ventures was due mainly to
increased dispatch levels at LPI's Virginia projects.

Other income and deductions include the provision associated with the formation
of a tax-exempt charitable foundation.  See Note 4 of Notes to Financial
Statements.

Interest charges decreased because of a lower composite interest rate on
outstanding debt and a reduction in notes payable.

Variations in income tax expense are largely attributable to changes in pretax
income.

Income from discontinued operations and gain on sale of discontinued operations
reflect the sale of the Company's investment in NGC in January 1994.  See Note
5 of Notes to Financial Statements.

Cumulative effect of change in accounting principle reflects the adoption of
SFAS No. 112 (Statement of Financial Standards No. 112, Employers' Accounting
for Post-Employment Benefits).  See Note 6 of Notes to Financial Statements.

                         Liquidity and Capital Resources

The Company's need for capital funds is primarily related to the construction
of plant and equipment necessary to meet LG&E's electric and gas customers'
needs and protection of the environment.  Needs for capital funds also arise
from partnership equity contributions in connection with independent power
production projects in the non-utility business.  Utility construction
expenditures for the first three months of 1994 of $14 million were financed
with internally-generated funds.

At March 31, 1994, loan agreements and lines of credit were in place totaling
$320 million ($25 million for LG&E Energy Corp., $145 million for LG&E, and
$150 million for Energy Systems) for which the companies pay commitment or
facility fees.  These lines of credit were unused as of March 31, 1994.  These
credit lines are scheduled to expire at various times between 1994 and 1996,
and management intends to renegotiate them when they expire.

The Company's capitalization ratios at March 31, 1994, and December 31, 1993,
were:

                                                March 31,  Dec. 31,
                                                  1994       1993

Long-term debt                                     43.5%     43.4%
Notes payable                                       -         1.3
Preferred stock                                     7.7       7.6
Common equity                                      48.8      47.7
 Total                                            100.0%    100.0%

For a description of significant contingencies that may affect the Company,
reference is made to Part II herein - Item 1, Legal Proceedings.

                           Part II.  Other Information

Item 1.  Legal Proceedings.

For a description of the significant legal proceedings involving the Company,
reference is made to the information under the items and captions of the
Company's Annual Report on Form 10-K for the year ended December 31, 1993: 
Item 1, Business; Item 3, Legal Proceedings; Item 7, Management's Discussion
and Analysis of Results of Operations and Financial Condition; and Notes 10 and
11 of the Notes to Financial Statements under Item 8, Financial Statements and
Supplementary Data.  Except as noted below, there have been no material changes
in these proceedings as reported in the Company's Form 10-K.

Environmental.  As discussed in Note 10 of the Notes to Financial Statements
under Item 8 of the Company's Form 10-K, LG&E owns or formerly owned three
primary sites where manufactured gas plant operations were located.  Such
manufactured gas plant operations, conducted in the 1838 to 1960 time period,
typically produced coal tar byproducts and other constituents that may
necessitate cleanup measures.  LG&E commenced site investigations at the two
LG&E-owned sites to determine if significant levels of contaminants are
present.  In the first quarter of 1994, LG&E entered into an agreement with the
current owner of the third site and a third party in which the three parties
have committed to jointly perform a site investigation.  LG&E anticipates
spending a total of approximately $1.3 million on site investigations expected
to be completed by 1995.  Preliminary testing at all three sites has identified
contaminants typical of manufactured gas plant operations.  Until an
investigation and associated regulatory review is completed for each site, LG&E
will be unable to predict what, if any, cleanup activities may be necessary.

Trimble County Generating Plant.  As discussed in Note 11 of the Notes to
Financial Statements under Item 8 of the Company's Form 10-K, on January 7,
1994, LG&E filed testimony with the Kentucky Public Service Commission
(Commission) in which it recommended that the Commission allow it to recover
the approximately $11.1 million it refunded to customers under the 1989
settlement agreement.  Testimony was filed by the Kentucky Attorney General,
the Jefferson County Attorney, the Metro Human Needs Alliance, and the Kentucky
Industrial Utility Customers.  The testimony recommended that the Commission
order LG&E to refund approximately $183 million, based upon their argument that
LG&E should refund 25% of the revenue requirements associated with Trimble
County's construction work in progress it collected over the course of the
Trimble County construction project.  LG&E continues to maintain the position
that no additional refunds are necessary to fully effectuate the Commission's
disallowance of 25% of Trimble County's costs, and that the refund amounts
supported by the other parties to the proceeding would require the Commission
to engage in retroactive ratemaking, which is prohibited under Kentucky law. 
No date has been set for a hearing.  LG&E is unable to predict the outcome of
the Commission proceedings, the amount of additional refunds or recoveries, if
any, that may be ordered or whether the Commission will revise its earlier
position.

Item 6(b).  Reports on Form 8-K.

None.

                                   SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


LG&E ENERGY CORP.
Registrant


Date:  May 13, 1994                   /s/ Charles A. Markel
                                      Charles A. Markel
                                      Corporate Vice President, Finance
                                      and Treasurer
                                      (On behalf of the registrant in his
                                      capacity as Principal Accounting Officer)


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