SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM U-3A-2
File No. 69-373
Statement by Holding Company Claiming Exemption
Under Rule U-3A-2 from the Provisions
of the Public Utility Holding Company Act of 1935
To be filed annually prior to March 1
LG&E ENERGY CORP.
(Name of Company)
hereby files with the Securities and Exchange Commission, pursuant to Rule U-2,
its statement claiming exemption as a holding company from the provisions of
the Public Utility Holding Company Act of 1935. In support of such claim for
exemption the following information is submitted:
1. Name, State of organization, location and nature of business of claimant
and every subsidiary thereof, other than any exempt wholesale generator
("EWG") or foreign utility company in which claimant directly or indirectly
holds an interest.
LG&E Energy Corp. (the "Company") is a public utility holding company which is
incorporated in the Commonwealth of Kentucky and located in Louisville,
Kentucky. The Company was formed in 1989 to acquire or hold stock of other
corporations providing energy related services. The company has two first-tier
subsidiaries: Louisville Gas and Electric Company ("LG&E") and LG&E Energy
Systems Inc. ("Energy Systems"). The Company became the holding company of
LG&E pursuant to a mandatory share exchange effective August 17, 1990.
Louisville Gas and Electric Company
LG&E is the only subsidiary of the Company that is a public utility company
under the Public Utility Holding Company Act (the "Act"). LG&E's conduct and
rates in Kentucky are governed by the Public Service Commission of Kentucky.
LG&E is incorporated in the Commonwealth of Kentucky and has its principal
executive offices in Louisville, Kentucky. The principal businesses are the
generation, transmission, distribution and sale of electric energy and the
transmission, distribution and sale of natural gas.
LG&E Energy Systems Inc.
Energy Systems was incorporated in 1991 in the Commonwealth of Kentucky and has
its principal executive offices in Louisville, Kentucky. Energy Systems
manages all non-utility business activities of LG&E Energy Corp. Energy
Systems has four wholly-owned first-tier subsidiaries, LG&E Power Inc. ("LPI");
LG&E International Inc.; LNGCG Inc.; and LNGCL Inc.
LG&E Power Inc.
LPI is a Delaware corporation with its principal executive offices located in
Irvine, California. LPI is a fully integrated power producer involved with its
subsidiaries in the development, design, construction, operation and ownership
of electric plants and cogeneration facilities in the United States. All of
the power plants and cogeneration facilities in which LPI or its subsidiaries
maintains an ownership interest are either qualifying facilities or exempt
wholesale generators under the Public Utility Regulatory Policies Act.
The name, state of organization, location and nature of business for the direct
and indirect subsidiaries of LPI are as follows (a key to the nature-of-
business codes follows the list):
State of Nature
Name of Organ- Loca- of Busi-
Company ization tion ness
LG&E Power Engineers
and Constructors Inc. CA Irvine, CA (A)
LG&E Power Constructors, Inc. CA Irvine, CA (B)
Ultraclean Incorporated CA Irvine, CA (C)
LG&E Power Operating
Services Inc. CA Irvine, CA (D)
LG&E Power Operations Inc. CA Irvine, CA (E)
HD/WS Corporation
(70% ownership interest) CA Irvine, CA (F)
LG&E Power 5 Incorporated CA Irvine, CA (G)
LG&E Power 6 Incorporated CA Irvine, CA (G)
LG&E Power 11 Incorporated CA Irvine, CA (G)
LG&E Southampton Incorporated CA Irvine, CA (G)
LG&E Power 12 Incorporated CA Irvine, CA (G)
LG&E Altavista Incorporated CA Irvine, CA (G)
LG&E Power 13 Incorporated CA Irvine, CA (G)
LG&E Hopewell Incorporated CA Irvine, CA (G)
LG&E Power 14 Incorporated CA Irvine, CA (G)
LG&E Buena Vista Incorporated CA Irvine, CA (G)
LG&E Power 15 Incorporated CA Irvine, CA (G)
Rensselaer Cogeneration, Inc. CA Irvine, CA (H)
Rensselaer Power Investment, Inc. CA Irvine, CA (H)
LG&E Power 16 Incorporated CA Irvine, CA (G)
LG&E Power Roanoke Incorporated CA Irvine, CA (G)
LG&E Power 17 Incorporated CA Irvine, CA (H)
Nova Cogeneration, Inc. DE Irvine, CA (H)
Nova Cogen, Ltd. VA Irvine, CA (H)
LG&E Power 18 Incorporated CA Irvine, CA (H)
LG&E Power 19 Incorporated CA Irvine, CA (H)
LG&E Power 20 Incorporated CA Irvine, CA (H)
LG&E Power 21 Incorporated CA Irvine, CA (H)
LG&E Power 21 Wind Incorporated CA Irvine, CA (G)
LG&E Power 22 Incorporated CA Irvine, CA (H)
LG&E Power 23 Incorporated CA Irvine, CA (H)
LG&E Power 29 Incorporated CA Irvine, CA (C)
LG&E Power 30 Incorporated CA Irvine, CA (C)
LG&E Power Florida
Limited Partner, Inc. CA Irvine, CA (H)
Hadson Pakistan, Inc. OK Irvine, CA (C)
RM Sandstone 1 Inc. CA Irvine, CA (C)
RM Sandstone 2 Inc. CA Irvine, CA (C)
BA Pier Inc. CA Irvine, CA (C)
Ultrasystems Construction Co., Inc. CA Irvine, CA (I)
LG&E Power Development Inc. CA Fairfax, VA (J)
Ultra Cogen Systems, Inc. CA Irvine, CA (C)
Thermal Resources Incorporated CA Irvine, CA (C)
LG&E Environmental Corporation CA Irvine, CA (K)
Ultrasystems Big Rock
Incorporated CA Irvine, CA (C)
Ultrasystems Energy
Mountain Incorporated CA Irvine, CA (C)
Hadson Canada, Inc. Canada Irvine, CA (C)
LG&E Power Marketing Inc. CA Irvine, CA (C)
American Power Incorporated CA Irvine, CA (G)
Key to nature-of-business codes:
A) Engineering and project management
B) Construction
C) Inactive
D) Power facilities management and operation
E) Power project ownership, management and development
F) Holding company for ash disposal activities (inactive)
G) Owner of investment in power facility/facilities
H) Owner of investment in power facility/facilities (inactive)
I) Construction (inactive)
J) Power project development
K) Environmental project development (inactive)
LG&E International Inc.
LG&E International Inc. ("LG&E International"), formed in 1993, is a Delaware
corporation with its principal executive offices located in Louisville,
Kentucky. LG&E International was formed to own and manage international
business activities of the Company.
LNGCG Inc./LNGCL Inc.
LNGCG Inc. ("LNGCG") and LNGCL Inc. ("LNGCL") are Delaware corporations with
principal executive offices located in Wilmington, Delaware.
LNGCG and LNGCL are the general and limited partners, respectively, of each of
LG&E Gas Marketing, L.P. and LG&E Gas Marketing II, L.P. (the "Partnerships").
In 1992 and 1993 the Partnerships acquired an approximate aggregate 36.5%
ownership interest in Natural Gas Clearinghouse, a Colorado general partnership
("NGC"), with its principal executive offices located in Houston, Texas. NGC
is a natural gas marketing company. The partnerships sold their interests in
NGC in January 1994.
2. A brief description of the properties of claimant and each of its subsid-
iary public utility companies used for the generation, transmission, and
distribution of electric energy for sale, or for the production, transmis-
sion, and distribution of natural or manufactured gas, indicating the
location of principal generating plants, transmission lines, producing
fields, gas manufacturing plants, and electric and gas distribution
facilities, including all such properties which are outside the State in
which claimant and its subsidiaries are organized and all transmission or
pipelines which deliver or receive electric energy or gas at the borders of
such State.
The Company is not a "public utility company" as that term is defined in the
Act and does not own any properties used for the generation, transmission and
distribution of electric energy for sale, or for the production, transmission
and distribution of natural or manufactured gas. None of the Company's
subsidiaries, other than LG&E, is a public utility company.
At December 31, 1993, LG&E owned and operated the following electric generating
stations, all of which are located in Kentucky:
Year in Capability
Service Rating
Steam Stations:
Mill Creek - Kosmosdale, KY
Unit 1 1972 303,000
Unit 2 1974 301,000
Unit 3 1978 386,000
Unit 4 1982 466,000
Total Mill Creek 1,456,000
Cane Run - Louisville, KY
Unit 3 1958 115,000
Unit 4 1962 155,000
Unit 5 1966 168,000
Unit 6 1969 240,000
Total Cane Run 678,000
Trimble County - Bedford, KY
Unit 1 1990 (1) 371,000
Combustion Turbine Generators
(peaking capability):
Zorn 1969 16,000
Paddy's Run 1968 43,000
Cane Run 1968 16,000
Waterside 1964 33,000
Total combustion turbine generators 108,000
Total capability rating 2,613,000
1) Amount shown represents LG&E's 75 percent interest in the unit. In
February 1991, LG&E completed a sale to the Illinois Municipal Electric
Agency ("IMEA") of a 12.12% (approximately 60 megawatts) undivided interest
in the unit. In February 1993, LG&E sold 12.88% (approximately 64
megawatts) of its interest in the unit to the Indiana Municipal Power
Agency ("IMPA"). LG&E is responsible for operation of the unit and is
reimbursed by IMEA and IMPA for expenditures related to the unit based on
their proportionate share of ownership interest.
LG&E also owns an 80 Mw hydroelectric generating station located in Louisville,
operated under license issued by the Federal Energy Regulatory Commission.
At December 31, 1993, LG&E's electric transmission system included 19 substa-
tions with a total capacity of approximately 10,070,897 Kva and approximately
562 structure miles of lines. The electric distribution system included 84
substations with a total capacity of approximately 2,948,768 Kva, 3,499
structure miles of overhead lines, 231 miles of underground conduit, and 5,170
miles of underground conductors. All of these facilities are located in
Kentucky. LG&E's electric transmission system also includes approximately 83
structure miles of high voltage transmission lines in Indiana, providing
transmission service between points within the LG&E system and between LG&E and
neighboring utilities, and one substation with a capacity of 448,000 Kva
located in Indiana.
LG&E's gas transmission system includes 177 miles of transmission mains, and
the gas distribution system includes 3,226 miles of distribution mains, all of
which are located in Louisville and surrounding counties in Kentucky.
LG&E operates five underground gas storage facilities with a current working
gas capacity of approximately 14.6 million Mcf. Four of these facilities are
located entirely within Kentucky and the other extends under the Ohio River
between Kentucky and Indiana.
3. The following information for the last calendar year with respect to
claimant and each of its subsidiary public utility companies:
a) Number of KWH of electric energy sold (at retail or wholesale), and MCF of
natural or manufactured gas distributed at retail.
Company LG&E
KWH None 13,120,430,160
MCF None 51,220,385
b) Number of KWH of electric energy and MCF of natural or manufactured gas
distributed at retail outside the State in which each such company is
organized.
Company LG&E
KWH None None
MCF None None
c) Number of KWH of electric energy and MCF of natural or manufactured gas
sold at wholesale outside the State in which each such company is orga-
nized, or at the State line.
Company LG&E
KWH None 1,391,046,000
MCF None None
d) Number of KWH of electric energy and MCF of natural or manufactured gas
purchased outside the State in which each such company is organized or at
the State line.
Company LG&E
KWH None 679,496,000
MCF None None
Attached as Exhibit A are the consolidating balance sheets as of December 31,
1993, and consolidating income statements and consolidating statements of
retained earnings for the twelve months ended December 31, 1993, for LG&E
Energy Corp. and its subsidiaries. These statements exclude those LPI subsid-
iaries that do not have any assets or liabilities.
During 1992 and 1993, the Company acquired an aggregate 36.5% interest in NGC,
and in January 1994, the Company sold that interest. The Company did not own a
majority interest nor exercise influence beyond its proportional interest in
NGC either by fact or proxy and, accordingly, the Company used the equity
method of accounting for its investment in NGC. The Company's equity in the
earnings of NGC is reflected in income from discontinued operations in the
accompanying consolidating income statements, and its investment in NGC is
reflected in investment in discontinued operations in the accompanying consoli-
dating balance sheets.
4. The following information for the reporting period with respect to claimant
and each interest it holds directly or indirectly in an EWG or a foreign
utility company, stating monetary amounts in United States dollars:
a) Name, location, business address and description of the facilities used by
the EWG or foreign utility company for the generation, transmission and
distribution of electric energy for sale or for the distribution at retail
of natural or manufactured gas.
1. LG&E Power Generation, L.P. - LG&E Power Generation, L.P. ("Power Genera-
tion") is a California limited partnership with its principal executive
offices located at 12500 Fair Lakes Circle, Fairfax, Virginia 22023. Power
Generation received EWG status on October 18, 1993. Power Generation is
inactive and currently does not use any facilities for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas.
2. LG&E Power Marketing Inc. - LG&E Power Marketing Inc. ("Power Marketing")
is a California corporation with its principal executive offices located at
12500 Fair Lakes Circle, Fairfax, Virginia 22023. Power Marketing applied
to the Federal Energy Regulatory Commission for determination of its status
as an EWG on February 23, 1994. Power Marketing owns a 50% interest in
LG&E Power 15, Incorporated, which is a 50% owner of a 79 megawatt (19.75
MW) gas-fired combined cycle qualifying cogeneration facility located in
Rensselaer, New York ("Rensselaer"), at 39 Riverside Avenue, Rensselaer,
New York 12144. Power Marketing therefore owns a 25% interest in
Rensselaer. Rensselaer, which received qualifying facility status in 1991
and was recertified in 1993, sells power exclusively at wholesale to
Niagara Mohawk Corporation under a long-term power purchase agreement
executed in December 1987. Power Marketing will be engaged directly, or
indirectly through one or more affiliates, and exclusively in the business
of owning a part of Rensselaer, and selling at wholesale electric energy
from Rensselaer and other sources not owned by Power Marketing.
3. Westmoreland-LG&E Partners - Westmoreland-LG&E Partners ("WLP") is a
Virginia general partnership with its principal executive offices located
at Highway 158 and Railroad Street, Weldon, North Carolina 27890. WLP owns
two power generation facilities: Roanoke Valley I (ROVA I) and Roanoke
Valley II (ROVA II). ROVA I is a pulverized coal-fired cogeneration
facility, consisting of a boiler and extraction/condensing steam turbine
generator with a net power production capacity of approximately 165 MW in
the summer and 167 MW in the winter, and a transmission line of less than
100 yards in length. ROVA I is located in Weldon Township, near Roanoke
Rapids, North Carolina, at the address listed above. ROVA II is located
adjacent to ROVA I, and is also a pulverized coal-fired cogeneration
facility, consisting of a boiler and extraction/condensing steam turbine
generator with a net power production capacity of approximately 44 MW in
the summer and 45 MW in the winter. WLP is engaged directly and exclusive-
ly in the business of owning or operating, or both owning and operating,
all or part of the ROVA I and ROVA II facilities and selling electricity at
wholesale to Virginia Electric and Power Company (operating as North
Carolina Power), and thermal energy to a steam host adjacent to the
facilities. Both ROVA I and ROVA II are qualifying facilities under the
Public Utility Regulatory Policies Act, and WLP intends to maintain such
status; WLP's ownership of ROVA II is fully consistent, however, with the
criteria for EWG status.
b) Name of each system company that holds an interest in such EWG or foreign
utility company; and description of the interest held.
1. Power Generation - Power Generation is a California limited partnership,
the general partner of which is LG&E Power 23 Incorporated, a California
corporation, and the limited partner of which is LG&E Power Florida Limited
Partner, Inc., a California corporation. The general and limited partners
are wholly-owned subsidiaries of LG&E Power Operations Inc. ("LPO"), a
California corporation that is a wholly owned subsidiary of LPI.
2. Power Marketing - Power Marketing is a wholly-owned subsidiary of LG&E
Power Development Inc., a California corporation which is a wholly-owned
subsidiary of LPI.
3. Westmoreland-LG&E Partners - Westmoreland-LG&E Partners is a Virginia
general partnership which is 50% owned by LG&E Roanoke Valley L.P.
("Roanoke Valley"), a California limited partnership. The general partner
of Roanoke Valley is LG&E Power 16 Incorporated ("Power 16"), a California
corporation. The limited partner of Roanoke Valley is LG&E Power Roanoke
Incorporated ("Power Roanoke"), a California corporation. Both Power 16
and Power Roanoke are wholly-owned subsidiaries of LPO, which is a wholly-
owned subsidiary of LPI.
An organizational chart showing the ownership of each EWG and the relationship
of each EWG to the associate companies and the holding company system is
included as Exhibit B hereto.
c) Type and amount of capital invested, directly or indirectly, by the holding
company claiming exemption; any direct or indirect guarantee of the
security of the EWG or foreign utility company by the holding company
claiming exemption; and any debt or other financial obligation for which
there is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign utility
company.
1. Power Generation - Initial capitalization of $1,000.
2. Power Marketing - Initial capitalization of $1,000.
3. Westmoreland-LG&E Partners - In connection with the financing of ROVA I and
ROVA II, LPI and Energy Systems provide equity funding commitments and
guarantee the construction and performance of the projects. Ascertainable
equity funding commitments were approximately $27 million at December 31,
1993, none of which had been funded as of that date. Contingent construc-
tion and project performance guarantees totaled approximately $50.8 million
at December 31, 1993.
Through a support agreement with Energy Systems for the benefit of certain
Energy Systems' lenders, LG&E Energy Corp. has agreed to provide Energy
Systems with the necessary funds and financial support to meet certain
contingencies, including the foregoing.
Westmoreland Energy Inc. ("WEI") is a partner along with LPI in six
cogeneration projects in operation under construction, including ROVA I and
ROVA II. Under an agreement dated 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 three projects, including ROVA
I and ROVA II. The additional commitments resulting from this agreement
total $26.9 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 ROVA I and ROVA II resulting from
its April 15, 1993, agreement with WEI.
d) Capitalization and earnings of the EWG or foreign utility company during
the reporting period.
1. Power Generation
Initial capitalization of $1,000; no earnings as of December 31, 1993.
2. Power Marketing - Not applicable; Power Marketing was incorporated in
January 1994.
3. Westmoreland-LG&E Partners
The following sets forth capitalization and earnings related to the 50%
ownership of WLP attributable to Roanoke Valley (the capitalization amount
consists mainly of purchase accounting adjustments; the partnership had
received no funding from the partners as of December 31, 1993):
Capitalization $12,381,000
Earnings (loss) (155,000)
e) Identify any service, sales or construction contract(s) between the EWG or
foreign utility company and a system company, and describe the services to
be rendered or goods sold and fees or revenues under such agreement(s).
1. Power Generation - None.
2. Power Marketing - None.
3. Westmoreland-LG&E Partners - The following contracts exist between WLP and
system companies related to the ROVA I and ROVA II facilities:
a) UC Operating Services ("UCOS") has performed and will perform operational
activities for the Facilities pursuant to that certain Amended and Restated
Facility Operating Agreement dated as of December 1, 1993 between WLP and
UCOS (the "Operating Contract"). UCOS is a California general partnership
in which LG&E Power Operating Services Inc. is a 50% general partner. LG&E
Power Operating Services Inc. is a wholly-owned subsidiary of LPI.
Under the terms of the Operating Contracts, UCOS will receive a management
fee for its provision of such operational activities, as well as reimburse-
ment of certain reasonable costs and expenses. While providing operational
services prior to commencement of commercial operation, UCOS will receive an
amount equal to a percentage of the total amount reimbursable for (i) wages,
salaries and bonuses paid to employees plus an allowance of a specified
percentage of the amount paid for wages and salaries, with such amount to be
adjusted annually reflecting statutory changes and actual changes in
employee benefits or the cost thereof; and (ii) a specified percentage of
the amount referred to in (i) above for reimbursement of overhead and
general and administrative costs. Following commercial operation, there
will be a separate management fee for each of ROVA I and ROVA II, each of
which will be adjusted for inflation on a yearly basis.
b) LG&E Power Engineers and Constructors Inc. ("E&C"), LG&E Power Constructors
Inc. and LG&E Engineering N.C., P.C. (together, the "Constructors") have
performed and will perform construction and engineering services at ROVA I
pursuant to that certain Contract for Engineering, Procurement and Con-
struction Services dated as of January 16, 1991, as amended, between E&C
and WLP, and will perform construction and engineering services at ROVA II
pursuant to that certain Contract for Engineering, Procurement and Con-
struction Services dated as of December 1, 1993, as amended, between WLP
and the Constructors. E&C is a wholly-owned subsidiary of LPI, and LG&E
Power Constructors is a wholly owned subsidiary of E&C. LG&E Engineering
is a engineering services corporation whose shareholders are employees of
E&C and its affiliates.
Under the terms of the contracts referred to above, the Constructors will
receive a fixed price fee for construction of each of ROVA I and ROVA II,
plus incentives for meeting certain construction deadlines and penalties for
failure to meet other deadlines.
c) LG&E Power Operations Inc. ("LPO") has performed and will perform certain
venture management services for WLP pursuant to that Amended and Restated
Venture Management Agreement dated as of December 1, 1993 (the "Venture
Management Agreement") between LPO, Westmoreland Energy, Inc. and WLP. LPO
is a wholly owned subsidiary of LPI.
Under the terms of the Venture Management Agreement, WLP will pay to LPO and
WEI a fixed preoperational fee for each of ROVA I and ROVA II. Following
commencement of commercial operation, WLP will pay to LPO and WEI a fixed
operational venture management fee, which will be a yearly estimate of the
costs of approved services and expenses of performing such services,
including wages and salaries, overhead and general administrative costs, and
materials, supplies and administrative costs.
The above-named claimant has caused this statement to be duly executed on its
behalf by its authorized officer on this 28th day of February, 1994.
LG&E ENERGY CORP.
By: /s/ Charles A. Markel
Charles A. Markel
Corporate Vice President - Finance
CORPORATE SEAL
Attest:
/s/ S. Bradford Rives
S. Bradford Rives
Secretary
Name, title and address of officer to whom notices and correspondence concern-
ing this statement should be addressed:
S. Bradford Rives
Associate General Counsel
LG&E Energy Corp.
220 West Main Street
Louisville, Kentucky 40202
<TABLE>
LG&E ENERGY CORP. Exhibit A
Consolidating Balance Sheet
ASSETS
December 31, 1993
<CAPTION>
LG&E
Energy LG&E
Systems Energy
Cons Adj's LG&E Inc. Corp.
<S> <C> <C> <C> <C> <C>
UTILITY PLANT:
Electric 2,019,139 2,019,139 0
Gas 260,485 260,485 0
Common 132,692 132,692 0
Original cost 2,412,316 0 2,412,316 0 0
Acc depreciation (823,141) (823,141) 0
Net utility plant 1,589,175 0 1,589,175 0 0
Construction in progress 51,785 51,785 0
Net utility plant 1,640,960 0 1,640,960 0 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 63,241 63,241
Investments in subsidiaries 0 (725,256) 0 725,256
Other 24,949 22,067 1,920 962
Net assets of discontinued
operations 84,284 84,284
Total other prop and investments 172,474 (725,256) 22,067 149,445 726,218
CURRENT ASSETS:
Cash and temporary investments 67,377 44,105 13,684 9,588
Accounts receivable (net) 124,504 104,188 19,896 420
Materials and supplies:
Fuel 12,075 12,075 0
Gas stored underground 33,370 33,370 0
Other 40,357 40,357 0
Prepayments and other 1,600 360 1,192 48
Total current assets 279,283 0 234,455 34,772 10,056
DEFERRED DEBITS:
Unamortized debt expense 24,698 24,698 0
Other 167,379 150,520 16,501 358
Total deferred debits 192,077 0 175,218 16,501 358
Total assets 2,284,794 (725,256)2,072,700 200,718 736,632
</TABLE>
<TABLE>
LG&E ENERGY CORP. Exhibit A
Consolidating Balance Sheet
CAPITAL AND LIABILITIES
December 31, 1993
<CAPTION>
LG&E
Energy LG&E
Systems Energy
Cons Adj's LG&E Inc. Corp.
<S> <C> <C> <C> <C> <C>
CAPITALIZATION:
Common stock 458,940 (425,171) 425,170 1 458,940
Common stock expense (899) 836 (836) 0 (899)
Additional paid-in capital 0 (80,000) 80,000
Retained earnings 271,606 (220,921) 194,903 26,018 271,606
Total common equity 729,647 (725,256) 619,237 106,019 729,647
Cumulative preferred stock 116,716 116,716 0
Long-term debt:
First mortgage bonds 662,800 662,800 0
Unamortized premium 79 79 0
Total debt 662,879 0 662,879 0 0
Total capitalization 1,509,242 (725,256)1,398,832 106,019 729,647
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0 0
Notes payable 20,000 20,000
Accounts payable 111,162 94,871 16,045 246
Dividends payable 17,167 0 17,167
Accrued taxes 11,267 9,494 (119) 1,892
Accrued interest 12,864 12,864 0
Intercompany accounts 0 17,348 (391) (16,957)
Other 38,394 11,127 21,203 6,064
Total current liabilities 210,854 0 145,704 56,738 8,412
DEFERRED CREDITS:
Accum deferred income taxes 345,630 340,235 7,330 (1,935)
ITC, in process of amortization 91,572 91,572 0
Cust advances for construction 7,384 7,384 0
Other 120,112 88,973 30,631 508
Total deferred credits 564,698 0 528,164 37,961 (1,427)
Total capital and liabilities 2,284,794 (725,256)2,072,700 200,718 736,632
</TABLE>
<TABLE>
LG&E ENERGY CORP. Exhibit A
Consolidating Income Statement
Year Ended December 31, 1993
<CAPTION>
LG&E
Energy LG&E
Systems Energy
Cons Adj's LG&E Inc. Corp.
<S> <C> <C> <C> <C> <C>
REVENUES:
Electric 571,627 571,627 0
Gas 204,915 204,915 0
Non-utility 123,485 123,485
Total revenues 900,027 0 776,542 123,485 0
EXPENSES:
Fuel and power purchased (166,664) (166,664) 0
Gas supply (139,054) (139,054) 0
Operation and maintenance (185,107) (185,107) 0
Depreciation and amortization (79,887) (79,887) 0
Other taxes and expenses (16,193) (16,193) 0
Non-utility expenses (128,679) (118,698) (9,981)
Total expenses (715,584) 0 (586,905) (118,698) (9,981)
EQUITY IN PART/JV'S 8,525 (97,626) 8,525 97,626
OPERATING INCOME 192,968 (97,626) 189,637 13,312 87,645
Interco chargebacks 0 0
Other income and deductions (5,573) 557 (2,575) (3,555)
Interco int income (expense) 0 0
Interest charges (48,210) (47,496) (714)
INCOME BEFORE INCOME TAXES 139,185 (97,626) 142,698 10,023 84,090
Income taxes (52,379) (52,163) (4,386) 4,170
NET INCOME BEFORE PFD DIVIDENDS 86,806 (97,626) 90,535 5,637 88,260
Preferred dividends (5,981) (5,981) 0
NET INCOME - CONT OPERATIONS 80,825 (97,626) 84,554 5,637 88,260
Net income - disc operations 7,435 7,435
NET INCOME AVAILABLE FOR COMMON 88,260 (97,626) 84,554 13,072 88,260
</TABLE>
<TABLE>
LG&E ENERGY CORP. Exhibit A
Consolidating Statement of
Retained Earnings
Year Ended December 31, 1993
<CAPTION>
LG&E
Energy LG&E
Systems Energy
Cons Adj's LG&E Inc. Corp.
<S> <C> <C> <C> <C> <C>
Beginning retained earnings 251,121 (191,613) 178,667 12,946 251,121
Net income 88,260 (97,626) 84,554 13,072 88,260
Dividends (66,957) 67,500 (67,500) 0 (66,957)
Other (818) 818 (818) 0 (818)
Ending retained earnings 271,606 (220,921) 194,903 26,018 271,606
</TABLE>
<TABLE>
LG&E ENERGY SYSTEMS INC. Exhibit A
Consolidating Balance Sheet - Part 2
ASSETS
December 31, 1993
<CAPTION>
LG&E LG&E
LG&E Energy Inter- Totals
Power Systems national From
Cons Adj's Inc. Inc. Inc. Part 1
<S> <C> <C> <C> <C> <C> <C>
UTILITY PLANT:
Electric 0 0 0
Gas 0 0 0
Common 0 0 0
Original cost 0 0 0 0 0 0
Acc depreciation 0 0 0
Net utility plant 0 0 0 0 0 0
Construction in progress 0 0 0
Net utility plant 0 0 0 0 0 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 63,241 (84,284) 63,241 84,284
Investments in subsidiaries 0 (235,267) 0 145,004 90,263
Other 1,920 1,920 0
Net assets of discontinued
operations 84,284 84,284 0 0
Total other prop and investments 149,445 (235,267) 65,161 145,004 0 174,547
CURRENT ASSETS:
Cash and temporary investments 13,684 13,351 329 4
Accounts receivable (net) 19,896 19,890 6 0
Materials and supplies:
Fuel 0 0 0
Gas stored underground 0 0 0
Other 0 0 0
Prepayments and other 1,192 1,176 16 0
Total current assets 34,772 0 34,417 351 0 4
DEFERRED DEBITS:
Unamortized debt expense 0 0 0
Other 16,501 15,433 68 1,000 0
Total deferred debits 16,501 0 15,433 68 1,000 0
Total assets 200,718 (235,267) 115,011 145,423 1,000 174,551
</TABLE>
<TABLE>
LG&E ENERGY SYSTEMS INC. Exhibit A
Consolidating Balance Sheet - Part 2
CAPITAL AND LIABILITIES
December 31, 1993
<CAPTION>
LG&E LG&E
LG&E Energy Inter- Totals
Power Systems national From
Cons Adj's Inc. Inc. Inc. Part 1
<S> <C> <C> <C> <C> <C> <C>
CAPITALIZATION:
Common stock 1 0 1 0
Common stock expense 0 0 0
Additional paid-in capital 80,000 (187,738) 49,134 80,000 138,604
Retained earnings 26,018 (47,528) 16,978 26,017 30,551
Total common equity 106,019 (235,266) 66,112 106,018 0 169,155
Cumulative preferred stock 0 0 0
Long-term debt:
First mortgage bonds 0 0 0
Unamortized premium 0 0 0
Total debt 0 0 0 0 0 0
Total capitalization 106,019 (235,266) 66,112 106,018 0 169,155
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0 0 0
Notes payable 20,000 0 20,000 0
Accounts payable 16,045 (1) 15,946 98 2
Dividends payable 0 0 0
Accrued taxes (119) (710) 236 355
Accrued interest 0 0 0
Intercompany accounts (391) (20,422) 18,557 1,000 474
Other 21,203 20,378 825 0
Total current liabilities 56,738 (1) 15,192 39,716 1,000 831
DEFERRED CREDITS:
Accum deferred income taxes 7,330 3,076 (311) 4,565
ITC, in process of amortization 0 0 0
Cust advances for construction 0 0 0
Other 30,631 30,631 0
Total deferred credits 37,961 0 33,707 (311) 0 4,565
Total capital and liabilities 200,718 (235,267) 115,011 145,423 1,000 174,551
</TABLE>
<TABLE>
LG&E ENERGY SYSTEMS INC. Exhibit A
Consolidating Income Statement - Part 2
Year Ended December 31, 1993
<CAPTION>
LG&E LG&E
LG&E Energy Inter- Totals
Power Systems national From
Cons Adj's Inc. Inc. Inc. Part 1
<S> <C> <C> <C> <C> <C> <C>
REVENUES:
Electric 0 0 0
Gas 0 0 0
Non-utility 123,485 123,485 0
Total revenues 123,485 0 123,485 0 0 0
EXPENSES:
Fuel and power purchased 0 0 0
Gas supply 0 0 0
Operation and maintenance 0 0 0
Depreciation and amortization 0 0 0
Other taxes and expenses 0 0 0
Non-utility expenses (118,698) (115,043) (3,603) (52)
Total expenses (118,698) 0 (115,043) (3,603) 0 (52)
EQUITY IN PART/JV'S 8,525 (40,389) 8,525 13,631 26,758
OPERATING INCOME 13,312 (40,389) 16,967 10,028 0 26,706
Interco chargebacks 0 (4,562) 7,362 (2,800)
Other income and deductions (2,575) (253) (2,323) 1
Interco int income (expense) 0 493 (493) 0
Interest charges (714) 1,194 0 (1,908) 0
INCOME BEFORE INCOME TAXES 10,023 (39,195) 12,645 12,666 0 23,907
Income taxes (4,386) 4,760 (5,299) 406 (4,253)
NET INCOME BEFORE PFD DIVIDENDS 5,637 (34,435) 7,346 13,072 0 19,654
Preferred dividends 0 0 0
NET INCOME - CONT OPERATIONS 5,637 (34,435) 7,346 13,072 0 19,654
Net income - disc operations 7,435 7,435 0 0
NET INCOME AVAILABLE FOR COMMON 13,072 (27,000) 7,346 13,072 0 19,654
</TABLE>
<TABLE>
LG&E ENERGY SYSTEMS INC. Exhibit A
Consolidating Statement of
Retained Earnings - Part 2
Year Ended December 31, 1993
<CAPTION>
LG&E LG&E
LG&E Energy Inter- Totals
Power Systems national From
Cons Adj's Inc. Inc. Inc. Part 1
<S> <C> <C> <C> <C> <C> <C>
Beginning retained earnings 12,946 (20,528) 9,632 12,945 10,897
Net income 13,072 (27,000) 7,346 13,072 0 19,654
Dividends 0 0 0
Other 0 0 0
Ending retained earnings 26,018 (47,528) 16,978 26,017 0 30,551
</TABLE>
<TABLE>
LG&E ENERGY SYSTEMS INC. Exhibit A
Consolidating Balance Sheet - Part 1
ASSETS
December 31, 1993
<CAPTION>
LG&E Gas LG&E Gas
Market- Market-
Totals ing ing II LNGCG LNGCL
<S> <C> <C> <C> <C> <C>
UTILITY PLANT:
Electric 0
Gas 0
Common 0
Original cost 0 0 0 0 0
Acc depreciation 0
Net utility plant 0 0 0 0 0
Construction in progress 0
Net utility plant 0 0 0 0 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 84,284 73,245 11,039
Investments in subsidiaries 90,263 903 89,360
Other 0
Net assets of discontinued
operations 0
Total other prop and investments 174,547 73,245 11,039 903 89,360
CURRENT ASSETS:
Cash and temporary investments 4 1 1 1 1
Accounts receivable (net) 0
Materials and supplies:
Fuel 0
Gas stored underground 0
Other 0
Prepayments and other 0
Total current assets 4 1 1 1 1
DEFERRED DEBITS:
Unamortized debt expense 0
Other 0
Total deferred debits 0 0 0 0 0
Total assets 174,551 73,246 11,040 904 89,361
</TABLE>
<TABLE>
LG&E ENERGY SYSTEMS INC. Exhibit A
Consolidating Balance Sheet - Part 1
CAPITAL AND LIABILITIES
December 31, 1993
<CAPTION>
LG&E Gas LG&E Gas
Market- Market-
Totals ing ing II LNGCG LNGCL
<S> <C> <C> <C> <C> <C>
CAPITALIZATION:
Common stock 0
Common stock expense 0
Additional paid-in capital 138,604 59,338 9,964 693 68,609
Retained earnings 30,551 19,590 1,370 88 9,503
Total common equity 169,155 78,928 11,334 781 78,112
Cumulative preferred stock 0
Long-term debt:
First mortgage bonds 0
Unamortized premium 0
Total debt 0 0 0 0 0
Total capitalization 169,155 78,928 11,334 781 78,112
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0
Notes payable 0
Accounts payable 2 1 1
Dividends payable 0
Accrued taxes 355 1 354
Accrued interest 0
Intercompany accounts 474 (5,683) (295) 77 6,375
Other 0
Total current liabilities 831 (5,682) (294) 78 6,729
DEFERRED CREDITS:
Accum deferred income taxes 4,565 45 4,520
ITC, in process of amortization 0
Cust advances for construction 0
Other 0
Total deferred credits 4,565 0 0 45 4,520
Total capital and liabilities 174,551 73,246 11,040 904 89,361
</TABLE>
<TABLE>
LG&E ENERGY SYSTEMS INC. Exhibit A
Consolidating Income Statement - Part 1
Year Ended December 31, 1993
<CAPTION>
LG&E Gas LG&E Gas
Market- Market-
Totals ing ing II LNGCG LNGCL
<S> <C> <C> <C> <C> <C>
REVENUES:
Electric 0
Gas 0
Non-utility 0
Total revenues 0 0 0 0 0
EXPENSES:
Fuel and power purchased 0
Gas supply 0
Operation and maintenance 0
Depreciation and amortization 0
Other taxes and expenses 0
Non-utility expenses (52) (14) (7) (13) (18)
Total expenses (52) (14) (7) (13) (18)
EQUITY IN PART/JV'S 26,758 12,012 1,377 134 13,235
OPERATING INCOME 26,706 11,998 1,370 121 13,217
Interco chargebacks (2,800) (28) (2,772)
Other income and deductions 1 1
Interco int income (expense) 0
Interest charges 0
INCOME BEFORE INCOME TAXES 23,907 11,999 1,370 93 10,445
Income taxes (4,253) (37) (4,216)
NET INCOME BEFORE PFD DIVIDENDS 19,654 11,999 1,370 56 6,229
Preferred dividends 0
NET INCOME - CONT OPERATIONS 19,654 11,999 1,370 56 6,229
Net income - disc operations 0
NET INCOME AVAILABLE FOR COMMON 19,654 11,999 1,370 56 6,229
</TABLE>
<TABLE>
LG&E ENERGY SYSTEMS INC. Exhibit A
Consolidating Statement of
Retained Earnings - Part 1
Year Ended December 31, 1993
<CAPTION>
LG&E Gas LG&E Gas
Market- Market-
Totals ing ing II LNGCG LNGCL
<S> <C> <C> <C> <C> <C>
Beginning retained earnings 10,897 7,591 32 3,274
Net income 19,654 11,999 1,370 56 6,229
Dividends 0
Other 0
Ending retained earnings 30,551 19,590 1,370 88 9,503
</TABLE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Balance Sheet
ASSETS
December 31, 1993
<CAPTION>
LG&E Ultra- LG&E LG&E LG&E
Power systems Power Power Power LG&E
Engr & Const Co Oper Oper- Develop- Power
Totals Adj's Const Co, Inc Services ations ment Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
UTILITY PLANT:
Electric 0 0 0
Gas 0 0 0
Common 0 0 0
Original cost 0 0 0 0 0 0 0 0
Acc depreciation 0 0 0
Net utility plant 0 0 0 0 0 0 0 0
Construction in progress 0 0 0
Net utility plant 0 0 0 0 0 0 0 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 63,241 0 8,936 54,305
Investments in subsidiaries 0 (304) 0 0 304
Other 1,920 690 14 82 1,134
Net assets of discontinued
operations 0 0 0
Total other prop and investments 65,161 (304) 690 0 8,936 54,319 82 1,438
CURRENT ASSETS:
Cash and temporary investments 13,351 (1,887) (19) (92) 15,349
Accounts receivable (net) 19,890 17,608 727 1,331 189 35
Materials and supplies:
Fuel 0 0 0
Gas stored underground 0 0 0
Other 0 0 0
Prepayments and other 1,176 22 135 364 655
Total current assets 34,417 0 15,743 0 727 1,447 461 16,039
DEFERRED DEBITS:
Unamortized debt expense 0 0 0
Other 15,433 0 0 15,433
Total deferred debits 15,433 0 0 0 0 0 0 15,433
Total assets 115,011 (304) 16,433 0 9,663 55,766 543 32,910
</TABLE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Balance Sheet
CAPITAL AND LIABILITIES
December 31, 1993
<CAPTION>
LG&E Ultra- LG&E LG&E LG&E
Power systems Power Power Power LG&E
Engr & Const Co Oper Oper- Develop- Power
Totals Adj's Const Co, Inc Services ations ment Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CAPITALIZATION:
Common stock 0 (304) 113 186 3 2
Common stock expense 0 0 0
Additional paid-in capital 49,134 0 0 49,134
Retained earnings 16,978 9,692 2,302 7,472 (2,095) (393)
Total common equity 66,112 (304) 9,805 186 2,305 7,474 (2,095) 48,741
Cumulative preferred stock 0 0 0
Long-term debt:
First mortgage bonds 0 0 0
Unamortized premium 0 0 0
Total debt 0 0 0 0 0 0 0 0
Total capitalization 66,112 (304) 9,805 186 2,305 7,474 (2,095) 48,741
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0 0 0
Notes payable 0 0 0
Accounts payable 15,946 12,965 78 144 2,759
Dividends payable 0 0 0
Accrued taxes (710) 7,117 901 (1,466) (435) (6,827)
Accrued interest 0 0 0
Intercompany accounts (20,422) (50,940) (582) 6,647 39,885 2,803 (18,235)
Other 20,378 16,923 396 286 246 538 1,989
Total current liabilities 15,192 0 (13,935) (186) 7,834 38,743 3,050 (20,314)
DEFERRED CREDITS:
Accum deferred income taxes 3,076 (4,278) (476) 9,207 (1,980) 603
ITC, in process of amortization 0 0 0
Cust advances for construction 0 0 0
Other 30,631 24,841 342 1,568 3,880
Total deferred credits 33,707 0 20,563 0 (476) 9,549 (412) 4,483
Total capital and liabilities 115,011 (304) 16,433 0 9,663 55,766 543 32,910
</TABLE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Income Statement
Year Ended December 31, 1993
<CAPTION>
LG&E Ultra- LG&E LG&E LG&E
Power systems Power Power Power LG&E
Engr & Const Co Oper Oper- Develop- Power
Totals Adj's Const Co, Inc Services ations ment Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Electric 0 0 0
Gas 0 0 0
Non-utility 123,485 118,181 208 3,269 1,827
Total revenues 123,485 0 118,181 0 208 3,269 1,827 0
EXPENSES:
Fuel and power purchased 0 0 0
Gas supply 0 0 0
Operation and maintenance 0 0 0
Depreciation and amortization 0 0 0
Other taxes and expenses 0 0 0
Non-utility expenses (115,043) (108,311) (207) (4,560) (6,125) 4,160
Total expenses (115,043) 0 (108,311) 0 (207) (4,560) (6,125) 4,160
EQUITY IN PART/JV'S 8,525 0 1,905 6,620
OPERATING INCOME 16,967 0 9,870 0 1,906 5,329 (4,298) 4,160
Interco chargebacks (4,562) 0 0 (4,562)
Other income and deductions (253) (596) 1 53 2 287
Interco int income (expense) 493 0 0 493
Interest charges 0 0 0
INCOME BEFORE INCOME TAXES 12,645 0 9,274 0 1,907 5,382 (4,296) 378
Income taxes (5,299) (3,748) (770) (2,174) 1,728 (335)
NET INCOME BEFORE PFD DIVIDENDS 7,346 0 5,526 0 1,137 3,208 (2,568) 43
Preferred dividends 0 0 0
NET INCOME - CONT OPERATIONS 7,346 0 5,526 0 1,137 3,208 (2,568) 43
Net income - disc operations 0 0 0
NET INCOME AVAILABLE FOR COMMON 7,346 0 5,526 0 1,137 3,208 (2,568) 43
</TABLE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Statement of
Retained Earnings
Year Ended December 31, 1993
<CAPTION>
LG&E Ultra- LG&E LG&E LG&E
Power systems Power Power Power LG&E
Engr & Const Co Oper Oper- Develop- Power
Totals Adj's Const Co, Inc Services ations ment Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning retained earnings 9,632 4,166 1,165 4,264 473 (436)
Net income 7,346 0 5,526 0 1,137 3,208 (2,568) 43
Dividends 0 0 0
Other 0 0 0
Ending retained earnings 16,978 0 9,692 0 2,302 7,472 (2,095) (393)
</TABLE>
<TABLE>
LG&E POWER ENGINEERS & CONSTRUCTORS Exhibit A
Consolidating Balance Sheet
ASSETS
December 31, 1993
<CAPTION>
LG&E LG&E
Power Power Ultra-
Engr & Const Clean,
Totals Adj's Const Inc. Inc.
<S> <C> <C> <C> <C> <C>
UTILITY PLANT:
Electric 0
Gas 0
Common 0
Original cost 0 0 0 0 0
Acc depreciation 0
Net utility plant 0 0 0 0 0
Construction in progress 0
Net utility plant 0 0 0 0 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 0
Investments in subsidiaries 0 (3) 3
Other 690 195 495
Net assets of discontinued
operations 0
Total other prop and investments 690 (3) 198 495 0
CURRENT ASSETS:
Cash and temporary investments (1,887) (902) (985)
Accounts receivable (net) 17,608 17,089 519
Materials and supplies:
Fuel 0
Gas stored underground 0
Other 0
Prepayments and other 22 3 19
Total current assets 15,743 0 16,190 (447) 0
DEFERRED DEBITS:
Unamortized debt expense 0
Other 0
Total deferred debits 0 0 0 0 0
Total assets 16,433 (3) 16,388 48 0
</TABLE>
<TABLE>
LG&E POWER ENGINEERS & CONSTRUCTORS Exhibit A
Consolidating Balance Sheet
CAPITAL AND LIABILITIES
December 31, 1993
<CAPTION>
LG&E LG&E
Power Power Ultra-
Engr & Const Clean,
Totals Adj's Const Inc. Inc.
<S> <C> <C> <C> <C> <C>
CAPITALIZATION:
Common stock 113 (3) 113 3
Common stock expense 0
Additional paid-in capital 0
Retained earnings 9,692 4,159 5,518 15
Total common equity 9,805 (3) 4,272 5,521 15
Cumulative preferred stock 0
Long-term debt:
First mortgage bonds 0
Unamortized premium 0
Total debt 0 0 0 0 0
Total capitalization 9,805 (3) 4,272 5,521 15
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0
Notes payable 0
Accounts payable 12,965 9,759 3,206
Dividends payable 0
Accrued taxes 7,117 3,709 3,408
Accrued interest 0
Intercompany accounts (50,940) (28,913) (22,012) (15)
Other 16,923 15,023 1,900
Total current liabilities (13,935) 0 (422) (13,498) (15)
DEFERRED CREDITS:
Accum deferred income taxes (4,278) 109 (4,387)
ITC, in process of amortization 0
Cust advances for construction 0
Other 24,841 12,429 12,412
Total deferred credits 20,563 0 12,538 8,025 0
Total capital and liabilities 16,433 (3) 16,388 48 0
</TABLE>
<TABLE>
LG&E POWER ENGINEERS & CONSTRUCTORS Exhibit A
Consolidating Income Statement
Year Ended December 31, 1993
<CAPTION>
LG&E LG&E
Power Power Ultra-
Engr & Const Clean,
Totals Adj's Const Inc. Inc.
<S> <C> <C> <C> <C> <C>
REVENUES:
Electric 0
Gas 0
Non-utility 118,181 (69,681) 125,161 62,701
Total revenues 118,181 (69,681) 125,161 62,701 0
EXPENSES:
Fuel and power purchased 0
Gas supply 0
Operation and maintenance 0
Depreciation and amortization 0
Other taxes and expenses 0
Non-utility expenses (108,311) 69,681 (120,102) (57,889) (1)
Total expenses (108,311) 69,681 (120,102) (57,889) (1)
EQUITY IN PART/JV'S 0
OPERATING INCOME 9,870 0 5,059 4,812 (1)
Interco chargebacks 0
Other income and deductions (596) 134 (730)
Interco int income (expense) 0
Interest charges 0
INCOME BEFORE INCOME TAXES 9,274 0 5,193 4,082 (1)
Income taxes (3,748) (2,099) (1,649)
NET INCOME BEFORE PFD DIVIDENDS 5,526 0 3,094 2,433 (1)
Preferred dividends 0
NET INCOME - CONT OPERATIONS 5,526 0 3,094 2,433 (1)
Net income - disc operations 0
NET INCOME AVAILABLE FOR COMMON 5,526 0 3,094 2,433 (1)
</TABLE>
<TABLE>
LG&E POWER ENGINEERS & CONSTRUCTORS Exhibit A
Consolidating Statement of
Retained Earnings
Year Ended December 31, 1993
<CAPTION>
LG&E LG&E
Power Power Ultra-
Engr & Const Clean,
Totals Adj's Const Inc. Inc.
<S> <C> <C> <C> <C> <C>
Beginning retained earnings 4,166 1,065 3,085 16
Net income 5,526 0 3,094 2,433 (1)
Dividends 0
Other 0
Ending retained earnings 9,692 0 4,159 5,518 15
</TABLE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Balance Sheet - Part 2
ASSETS
December 31, 1993
<CAPTION>
LG&E
Power LG&E LG&E LG&E LG&E Totals
Oper- Power 5 Power 6 Power 11 Power 12 From
Totals Adj's ations Inc. Inc. Inc. Inc. Part 1
<S> <C> <C> <C> <C> <C> <C> <C> <C>
UTILITY PLANT:
Electric 0 0
Gas 0 0
Common 0 0
Original cost 0 0 0 0 0 0 0 0
Acc depreciation 0 0
Net utility plant 0 0 0 0 0 0 0 0
Construction in progress 0 0
Net utility plant 0 0 0 0 0 0 0 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 54,305 2,082 2,113 11,615 11,358 27,137
Investments in subsidiaries 0 (5) 5 0
Other 14 14 0
Net assets of discontinued
operations 0 0
Total other prop and investments 54,319 (5) 19 2,082 2,113 11,615 11,358 27,137
CURRENT ASSETS:
Cash and temporary investments (19) (19) 0
Accounts receivable (net) 1,331 1,331 0
Materials and supplies:
Fuel 0 0
Gas stored underground 0 0
Other 0 0
Prepayments and other 135 135
Total current assets 1,447 0 1,312 0 0 0 0 135
DEFERRED DEBITS:
Unamortized debt expense 0 0
Other 0 0
Total deferred debits 0 0 0 0 0 0 0 0
Total assets 55,766 (5) 1,331 2,082 2,113 11,615 11,358 27,272
</TABLE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Balance Sheet - Part 2
CAPITAL AND LIABILITIES
December 31, 1993
<CAPTION>
LG&E
Power LG&E LG&E LG&E LG&E Totals
Oper- Power 5 Power 6 Power 11 Power 12 From
Totals Adj's ations Inc. Inc. Inc. Inc. Part 1
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CAPITALIZATION:
Common stock 2 (5) 2 2 3 0
Common stock expense 0 0
Additional paid-in capital 0 0
Retained earnings 7,472 (15) 868 864 914 1,660 3,181
Total common equity 7,474 (5) (13) 870 867 914 1,660 3,181
Cumulative preferred stock 0 0
Long-term debt:
First mortgage bonds 0 0
Unamortized premium 0 0
Total debt 0 0 0 0 0 0 0 0
Total capitalization 7,474 (5) (13) 870 867 914 1,660 3,181
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0 0
Notes payable 0 0
Accounts payable 78 78 0
Dividends payable 0 0
Accrued taxes (1,466) 111 (281) (251) (494) (122) (429)
Accrued interest 0 0
Intercompany accounts 39,885 748 (24) 39 9,085 8,033 22,004
Other 246 246 0
Total current liabilities 38,743 0 1,183 (305) (212) 8,591 7,911 21,575
DEFERRED CREDITS:
Accum deferred income taxes 9,207 (181) 1,517 1,458 2,110 1,787 2,516
ITC, in process of amortization 0 0
Cust advances for construction 0 0
Other 342 342 0
Total deferred credits 9,549 0 161 1,517 1,458 2,110 1,787 2,516
Total capital and liabilities 55,766 (5) 1,331 2,082 2,113 11,615 11,358 27,272
</TABLE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Income Statement - Part 2
Year Ended December 31, 1993
<CAPTION>
LG&E
Power LG&E LG&E LG&E LG&E Totals
Oper- Power 5 Power 6 Power 11 Power 12 From
Totals Adj's ations Inc. Inc. Inc. Inc. Part 1
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Electric 0 0
Gas 0 0
Non-utility 3,269 3,156 113
Total revenues 3,269 0 3,156 0 0 0 0 113
EXPENSES:
Fuel and power purchased 0 0
Gas supply 0 0
Operation and maintenance 0 0
Depreciation and amortization 0 0
Other taxes and expenses 0 0
Non-utility expenses (4,560) (3,201) (193) (194) (200) (339) (433)
Total expenses (4,560) 0 (3,201) (193) (194) (200) (339) (433)
EQUITY IN PART/JV'S 6,620 1,035 1,056 901 1,728 1,900
OPERATING INCOME 5,329 0 (45) 842 862 701 1,389 1,580
Interco chargebacks 0 0
Other income and deductions 53 (7) 60
Interco int income (expense) 0 0
Interest charges 0 0
INCOME BEFORE INCOME TAXES 5,382 0 (52) 842 862 701 1,389 1,640
Income taxes (2,174) 20 (340) (348) (283) (561) (662)
NET INCOME BEFORE PFD DIVIDENDS 3,208 0 (32) 502 514 418 828 978
Preferred dividends 0 0
NET INCOME - CONT OPERATIONS 3,208 0 (32) 502 514 418 828 978
Net income - disc operations 0 0
NET INCOME AVAILABLE FOR COMMON 3,208 0 (32) 502 514 418 828 978
</TABLE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Statement of
Retained Earnings - Part 2
Year Ended December 31, 1993
<CAPTION>
LG&E
Power LG&E LG&E LG&E LG&E Totals
Oper- Power 5 Power 6 Power 11 Power 12 From
Totals Adj's ations Inc. Inc. Inc. Inc. Part 1
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning retained earnings 4,264 17 366 350 496 832 2,203
Net income 3,208 0 (32) 502 514 418 828 978
Dividends 0 0
Other 0 0
Ending retained earnings 7,472 0 (15) 868 864 914 1,660 3,181
</TABLE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Balance Sheet - Part 1
ASSETS
December 31, 1993
<CAPTION>
LG&E LG&E LG&E LG&E
LG&E South- Alta- Hope- LG&E LG&E Power
Power 13 ampton vista well Power 15 Power 16 Roanoke
Totals Inc. Inc. Inc. Inc. Inc. Inc. Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
UTILITY PLANT:
Electric 0
Gas 0
Common 0
Original cost 0 0 0 0 0 0 0 0
Acc depreciation 0
Net utility plant 0 0 0 0 0 0 0 0
Construction in progress 0
Net utility plant 0 0 0 0 0 0 0 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 27,137 10,096 750 708 513 2,689 124 12,257
Investments in subsidiaries 0
Other 0
Net assets of discontinued
operations 0
Total other prop and investments 27,137 10,096 750 708 513 2,689 124 12,257
CURRENT ASSETS:
Cash and temporary investments 0
Accounts receivable (net) 0
Materials and supplies:
Fuel 0
Gas stored underground 0
Other 0
Prepayments and other 135 135
Total current assets 135 0 0 0 0 135 0 0
DEFERRED DEBITS:
Unamortized debt expense 0
Other 0
Total deferred debits 0 0 0 0 0 0 0 0
Total assets 27,272 10,096 750 708 513 2,824 124 12,257
</TABLE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Balance Sheet - Part 1
CAPITAL AND LIABILITIES
December 31, 1993
<CAPTION>
LG&E LG&E LG&E LG&E
LG&E South- Alta- Hope- LG&E LG&E Power
Power 13 ampton vista well Power 15 Power 16 Roanoke
Totals Inc. Inc. Inc. Inc. Inc. Inc. Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CAPITALIZATION:
Common stock 0
Common stock expense 0
Additional paid-in capital 0
Retained earnings 3,181 1,379 585 821 483 19 3 (109)
Total common equity 3,181 1,379 585 821 483 19 3 (109)
Cumulative preferred stock 0
Long-term debt:
First mortgage bonds 0
Unamortized premium 0
Total debt 0 0 0 0 0 0 0 0
Total capitalization 3,181 1,379 585 821 483 19 3 (109)
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0
Notes payable 0
Accounts payable 0
Dividends payable 0
Accrued taxes (429) 2 (56) (21) 0 (203) 2 (153)
Accrued interest 0
Intercompany accounts 22,004 7,261 (20) (301) (136) 2,686 118 12,396
Other 0
Total current liabilities 21,575 7,263 (76) (322) (136) 2,483 120 12,243
DEFERRED CREDITS:
Accum deferred income taxes 2,516 1,454 241 209 166 322 1 123
ITC, in process of amortization 0
Cust advances for construction 0
Other 0
Total deferred credits 2,516 1,454 241 209 166 322 1 123
Total capital and liabilities 27,272 10,096 750 708 513 2,824 124 12,257
</TABLE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Income Statement - Part 1
Year Ended December 31, 1993
<CAPTION>
LG&E LG&E LG&E LG&E
LG&E South- Alta- Hope- LG&E LG&E Power
Power 13 ampton vista well Power 15 Power 16 Roanoke
Totals Inc. Inc. Inc. Inc. Inc. Inc. Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Electric 0
Gas 0
Non-utility 113 37 37 39
Total revenues 113 0 37 37 39 0 0 0
EXPENSES:
Fuel and power purchased 0
Gas supply 0
Operation and maintenance 0
Depreciation and amortization 0
Other taxes and expenses 0
Non-utility expenses (433) (336) (22) (34) (36) (4) (1)
Total expenses (433) (336) (22) (34) (36) (4) (1) 0
EQUITY IN PART/JV'S 1,900 1,758 60 133 155 (51) (2) (153)
OPERATING INCOME 1,580 1,422 75 136 158 (55) (3) (153)
Interco chargebacks 0
Other income and deductions 60 52 8
Interco int income (expense) 0
Interest charges 0
INCOME BEFORE INCOME TAXES 1,640 1,422 75 136 158 (3) 5 (153)
Income taxes (662) (574) (30) (55) (64) 1 (2) 62
NET INCOME BEFORE PFD DIVIDENDS 978 848 45 81 94 (2) 3 (91)
Preferred dividends 0
NET INCOME - CONT OPERATIONS 978 848 45 81 94 (2) 3 (91)
Net income - disc operations 0
NET INCOME AVAILABLE FOR COMMON 978 848 45 81 94 (2) 3 (91)
</TABLE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Statement of
Retained Earnings - Part 1
Year Ended December 31, 1993
<CAPTION>
LG&E LG&E LG&E LG&E
LG&E South- Alta- Hope- LG&E LG&E Power
Power 13 ampton vista well Power 15 Power 16 Roanoke
Totals Inc. Inc. Inc. Inc. Inc. Inc. Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning retained earnings 2,203 531 540 740 389 21 (18)
Net income 978 848 45 81 94 (2) 3 (91)
Dividends 0
Other 0
Ending retained earnings 3,181 1,379 585 821 483 19 3 (109)
</TABLE>
Appendix to Form U-3A-2
Exhibit B to the Form U-3A-2 contains three organizational charts showing
the ownership of each of LG&E Power Generation, L.P., LG&E Power Marketing,
Inc. and Westmoreland-LG&E Partners, and the relationship of each to the
associate companies and the holding company system. The substantive informa-
tion conveyed by the graphic information in the paper format document is
described in Item 4(b) herein.
