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 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. (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 three first-
tier subsidiaries: Louisville Gas and Electric Company (LG&E), LG&E Energy
Systems Inc. (Energy Systems), and LG&E Gas Systems Inc. (Gas Systems). The
Company is also the sole member of LG&E Energy Foundation Inc., a Kentucky non-
profit corporation. The Company became the holding company of LG&E pursuant to
a mandatory share exchange effective August 17, 1990. (Reference is made to
the Company's Annual Report on Form 10-K for the year ended December 31, 1996,
to be available after March 31, 1997, and hereby incorporated by reference, for
additional information concerning the business of the Company.)
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 of 1935 (the Act). LG&E's conduct
and rates in Kentucky are regulated 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. LG&E's principal busi-
nesses are the generation, transmission, distribution and sale of electric
energy and the transmission, distribution and sale of natural gas in the
Louisville metropolitan area. (Reference is made to LG&E's annual report on
Form 10-K for the year ended December 31, 1996, to be available after March 31,
1997, and hereby incorporated by reference, for additional information concern-
ing the business of LG&E.)
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
indirectly owns all electric power-related non-utility business activities of
LG&E Energy Corp. Energy Systems has six wholly-owned first-tier subsidiaries:
LG&E Power Inc. (LPI); LG&E International Inc. (LII); LNGCG Inc.; LNGCL Inc;
Enertech Inc. and LG&E Home Services Inc.
LG&E Power Inc.
LPI was incorporated in Delaware in 1986 and its principal executive offices
are located in Louisville, Kentucky. LPI, through its subsidiaries, is engaged
in the development, design, construction, operation and ownership of electric
plants and cogeneration facilities in the United States and in foreign coun-
tries. All of the power plants and cogeneration facilities in which LPI or its
subsidiaries maintain an ownership interest are either qualifying facilities
under the Public Utility Regulatory Policies Act, or exempt wholesale genera-
tors (EWGs) or foreign utility companies (FUCOs) under the Public Utility
Holding Company Act of 1935. LG&E Power Marketing Inc., a subsidiary of LPI,
is also engaged in the trading and marketing of electric power.
The name, state of organization, location and nature of business for the direct
and indirect corporate subsidiaries of LPI are as follows (a key to the nature-
of-business and location 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 (A) (A)
LG&E Power Constructors, Inc. CA (A) (B)
Ultraclean Incorporated CA (A) (C)
LG&E Power Operating
Services Inc. CA (A) (D)
LG&E Power Operations Inc. CA (A) (E)
HD/WS Corporation
(70% ownership interest) CA (A) (F)
LG&E Power 5 Incorporated CA (A) (G)
LG&E Power 6 Incorporated CA (A) (G)
LG&E Power 11 Incorporated CA (A) (G)
LG&E Southampton Incorporated CA (A) (G)
LG&E Power 12 Incorporated CA (A) (G)
LG&E Altavista Incorporated CA (A) (G)
LG&E Power 13 Incorporated CA (A) (G)
LG&E Hopewell Incorporated CA (A) (G)
LG&E Power 14 Incorporated CA (A) (C)
LG&E Power 15 Incorporated CA (A) (G)
LG&E Power 16 Incorporated CA (A) (G)
LG&E Power Roanoke Incorporated CA (A) (G)
LG&E Power 18 Incorporated CA (A) (H)
LG&E Erie Power
Partner Incorporated CA (A) (G)
LG&E Power 21 Incorporated CA (A) (G)
LG&E Power 21 Wind Incorporated CA (A) (G)
LG&E Power 22 Incorporated CA (A) (H)
LG&E Power 25 Incorporated DE (A) (G)
LG&E Power 26 Incorporated DE (A) (G)
LG&E Power 29 Incorporated CA (A) (G)
LG&E Power 31 Incorporated CA (A) (G)
LG&E Power 31 Wind Incorporated CA (A) (G)
Ultrasystems Construction Co., Inc. CA (A) (I)
LG&E Power Development Inc. CA (B) (J)
LG&E Power Marketing Inc. CA (B) (K)(G)
LG&E Power 15 Incorporated CA (A) (G)
American Power, Incorporated CA (A) (H)
Key to LPI 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) Power marketing, trading and brokering
Key to LPI location codes:
A) Costa Mesa, CA.
B) Fairfax, VA.
LG&E International Inc.
LG&E International Inc. (LII), incorporated in 1993, is a Delaware corporation
with its principal executive offices located in Louisville, Kentucky. LII was
formed to own and manage the Company's international business activities.
The name, state or country of organization, location and nature of business for
the direct subsidiaries of LII are as follows (a key to the nature-of-business
codes follows the list):
State or
Coun-
try of Nature
Name of Organ- Loca- of Busi-
Company ization tion ness
LG&E Mendoza Services Inc. Cayman Cayman (A)
Islands Islands
LG&E Power Venezuela I, Inc. Cayman Cayman (A)
Islands Islands
LG&E Power Argentina I, Inc. DE Fairfax, (B)
VA
LG&E Power Spain Inc. DE Fairfax, (B)
VA
LG&E Power Finance Inc. DE Louisville, (C)
KY
LG&E Power Argentina II Inc. DE Louisville, (C)
KY
Key to LII nature-of-business codes:
A) Owner of investment in power facility/facilities (inactive)
B) Owner of investment in power facility/facilities (active)
C) Anticipated owner of gas distribution facilities
LNGCG Inc./LNGCL Inc.
LNGCG Inc. (LNGCG) and LNGCL Inc. (LNGCL) are Delaware corporations incorporat-
ed in 1992 with principal executive offices located in Louisville, Kentucky.
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. (Partnerships). In
1992, the Partnerships acquired an approximate aggregate 33% ownership interest
in Natural Gas Clearinghouse, a Colorado general partnership (NGC), with its
principal executive offices located in Houston, Texas. At that time, NGC was
engaged primarily in the marketing of natural gas products. Subsequent to that
initial purchase, the Partnerships increased their collective interests in NGC
to approximately 36.5%. The Partnerships sold their interests in NGC in
January 1994.
Enertech Inc.
Enertech Inc. (Enertech) was incorporated in December 1995 in Kentucky.
Enertech has its principal executive offices in Louisville, Kentucky. Enertech
offers engineering, energy management and consulting services, and develops and
implements efficient uses of electro-technologies.
LG&E Home Services Inc.
LG&E Home Services Inc. (Home Services) was incorporated in January 1996 and
has its principal executive offices in Louisville, Kentucky. Home Services
provides home appliance repair services to customers in the Louisville,
Kentucky, metropolitan area under the name ServiceCare.
LG&E Gas Systems Inc.
Gas Systems was incorporated in January 1995 in Delaware and has its principal
executive offices in Louisville, Kentucky. Gas Systems is a holding company
for all of the Company's non-utility gas marketing, gathering, processing,
storage and transportation activities. Gas Systems has one wholly-owned first-
tier subsidiary, LG&E Natural Inc. (LG&E Natural) (formerly known as Hadson
Corporation).
LG&E Natural Inc.
LG&E Natural was incorporated in 1980 in Delaware and has its principal
executive offices in Dallas, Texas. LG&E Natural, through its subsidiaries, is
involved in the marketing, trading, gathering, processing, storage and trans-
portation of natural gas and natural gas liquids. LG&E Natural has thirteen
wholly-owned first-tier subsidiaries.
The name, state or country of organization, location and nature of business for
the subsidiaries of LG&E Natural, all of which are wholly-owned, are as follows
(a key to the nature-of business codes follows the list):
State or
Coun-
try of Nature
Name of Organ- Loca- of Busi-
Company ization tion ness
HD Energy Corporation DE Dallas, TX (D)
NuHPI, Inc. DE Dallas, TX (D)
Ultrapower Biomass
Fuels Corporation CA Dallas, TX (D)
Hadson Power Live
Oak Incorporated CA Dallas, TX (D)
Ultrafuels Incorporated CA Dallas, TX (D)
Ultrafuels 1 Incorporated CA Dallas, TX (D)
Hadson Foundation (non-profit) OK Dallas, TX
Hadson Financial Corporation DE Dallas, TX (E)
LG&E Natural Plains Energy
Services Inc. DE Dallas, TX (G)
LG&E Natural Gathering and
Processing Co. NM Dallas, TX (C)
LG&E Natural Plains
Marketing Co. DE Dallas, TX (A)
LG&E Natural Marketing Inc. OK Dallas, TX (A)
Hadson Gas Transmission Co. DE Dallas, TX (F)
Hadson Industrial Sales Co. DE Dallas, TX (F)
LG&E Natural Pipeline Co. NM Dallas, TX (B)
NMESCO Fuels, Inc. NM Dallas, TX (A)
Ultrasystems Small Power,
Incorporated CA Dallas, TX (D)
Ultrasystems Small Power 1,
Incorporated CA Dallas, TX (D)
LG&E Natural Industrial
Marketing Co. CO Dallas, TX (A)
Hadson Fuels, Inc. OK Dallas, TX (D)
Triple T Services, Inc. OK Dallas, TX (D)
LG&E Natural Canada, Inc. Canada Dallas, TX (A)
Key to Hadson nature-of-business codes:
A) Gas marketing entity
B) Gas transmission entity
C) Gas gathering, processing and marketing entity
D) Inactive
E) Provides management services
F) Owner of investment in joint venture that either gathers or transports and
markets gas
G) Owner of investment in Power-Tex joint venture which transports and markets
natural gas, and Burleson and Pecos Gathering System
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 facili-
ties, including all such properties which are outside the State in which
claimant and its subsidiaries are organized and all transmission or pipe-
lines 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, 1996, 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 480,000
Total Mill Creek 1,470,000
Cane Run - Louisville, KY
Unit 4 1962 155,000
Unit 5 1966 168,000
Unit 6 1969 240,000
Total Cane Run 563,000
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 2,512,000
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
each of IMEA's and IMPA's proportionate share of ownership interest.
LG&E's Ohio Falls Station, an 80 Mw hydroelectric generating station located in
Louisville, is operated under license issued by the Federal Energy Regulatory
Commission.
At December 31, 1996, LG&E's electric transmission system included 19 substa-
tions with a total capacity of approximately 10,130,897 Kva and approximately
568 structure miles of lines. The electric distribution system included 83
substations with a total capacity of approximately 3,383,530 Kva, 3,537
structure miles of overhead lines, 274 miles of underground conduit, and 5,240
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 two substations with a capacity of 896,000 Kva
located in Indiana.
LG&E's gas transmission system includes 178 miles of transmission mains, and
the gas distribution system includes 3,528 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 fifth facility 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 14,132,936,282
MCF None 56,708,845
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 2,899,499,000
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 553,453,000
MCF None None
Attached as Exhibit A are the consolidating balance sheets as of December 31,
1996, and consolidating income statements and consolidating statements of
retained earnings for the twelve months ended December 31, 1996, for LG&E
Energy Corp. and its subsidiaries. These statements exclude those subsidiaries
that do not have any assets or liabilities.
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 received
EWG status on April 19, 1994. Power Marketing owns a 50% interest in LG&E
Power 15 Incorporated, which is a 50% owner of LG&E-Westmoreland Rens-
selaer, a general partnership which owns a 79 megawatt 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 Power Corporation
under a long-term power purchase agreement executed in December 1987.
Rensselaer obtained EWG status on March 2, 1995 (see below). Power Market-
ing is engaged directly and exclusively in the business of owning a part of
Rensselaer, and selling at wholesale, and at retail pursuant to retail
wheeling experiments being conducted in various states (and with the
approval of the relevant state public utility commissions), electric energy
provided by 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 received EWG
status on August 16, 1993. 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 exclusively in the business of owning or operating,
or both owning and operating, all or part of the ROVA I and ROVA II facili-
ties 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. ROVA I was a qualifying facility under
the Public Utility Regulatory Policies Act (PURPA) prior to 1995 but ROVA
II is a qualifying facility and WLP intends to maintain such status for
ROVA II. WLP terminated its QF status for ROVA I in January 1995.
4. LG&E-Westmoreland Rensselaer - LG&E-Westmoreland Rensselaer (Rensselaer) is
a California general partnership with its principal executive offices
located at 39 Riverside Avenue, Rensselaer, New York 12144. Rensselaer
received EWG status on March 2, 1995. Rensselaer owns a gas-fired combined
cycle qualifying cogeneration facility located in Rensselaer, New York
which consists of a combustion turbine generator, heat recovery steam
generator, and extraction/condensing steam turbine generator with a net
power production capacity of approximately 79 MW, and a transmission line
of approximately six miles in length. Rensselaer is engaged directly and
exclusively in the business of owning or operating, or both owning and
operating, all or part of the facility and selling electricity at wholesale
to Niagara Mohawk Power Corporation, and thermal energy to a steam host
adjacent to the facility. The facility is also a qualifying facility under
the Public Utility Regulatory Policies Act (PURPA).
5. LG&E-Westmoreland Altavista - LG&E-Westmoreland Altavista (Altavista) is a
California general partnership with its principal executive offices located
at Route 1, 104 Wood Lane, Altavista, Virginia 24517-1450. Altavista
received EWG status on March 2, 1995. Altavista owns a primarily coal-fired
qualifying cogeneration facility located in Altavista, Virginia which
consists of a boiler and extraction/condensing steam turbine generator with
a net power production capacity of approximately 62.7 MW, and a transmis-
sion line of less than 100 yards in length. Altavista is engaged directly
and exclusively in the business of owning or operating, or both owning and
operating, all or part of the facility and selling electricity at wholesale
to Virginia Electric and Power Company, and thermal energy to a steam host
adjacent to the facility. The facility is also a qualifying facility under
PURPA.
6. LG&E-Westmoreland Hopewell - LG&E-Westmoreland Hopewell (Hopewell) is a
California general partnership with its principal executive offices located
at 107 Terminal Street, Hopewell, Virginia 23860-7813. Hopewell received
EWG status on March 2, 1995. Hopewell owns a primarily coal-fired qualify-
ing cogeneration facility located in Hopewell, Virginia which consists of a
boiler and extraction/condensing steam turbine generator with a net power
production capacity of approximately 62.7 MW, and a transmission line of
less than 100 yards in length. Hopewell is engaged directly and exclusively
in the business of owning or operating, or both owning and operating, all
or part of the facility and selling electricity at wholesale to Virginia
Electric and Power Company, and thermal energy to a steam host adjacent to
the facility. The facility is also a qualifying facility under PURPA.
7. LG&E-Westmoreland Southampton - LG&E-Westmoreland Southampton (Southampton)
is a California general partnership with its principal executive offices
located at 30134 General Thomas Hwy., Franklin, Virginia 23851. Southampton
received EWG status on March 2, 1995. Southampton owns a primarily coal-
fired qualifying cogeneration facility located in Franklin, Virginia which
consists of a boiler and extraction/condensing steam turbine generator with
a net power production capacity of approximately 62.7 MW, and a transmis-
sion line of less than 100 yards in length. Southampton is engaged directly
and exclusively in the business of owning or operating, or both owning and
operating, all or part of the facility and selling electricity at wholesale
to Virginia Electric and Power Company, and thermal energy to a steam host
adjacent to the facility. The facility is also a qualifying facility under
PURPA.
8. KW Tarifa, S.A. - KW Tarifa, S.A. (Tarifa) is a Spanish sociedad anomina
with its principal executive offices at Raimundo Fernandez Villaverde, No.
65, Madrid, Spain. Tarifa filed its Form U-57 with the Securities and
Exchange Commission (SEC) to claim foreign utility company (FUCO) status on
July 10, 1995. Tarifa's sole purpose is to own and operate an approximate-
ly 30 MW windplant facility in Tarifa, Spain. The facility is an electri-
cal generating facility which uses wind as the power source. The facility
interconnects with the transmission facilities of Compania Sevillana de
Electricidad, a regional generation and distribution company.
9. Central Termica San Miguel de Tucuman, S.A. - Central Termica San Miguel de
Tucuman, S.A. (San Miguel) is an Argentinean sociedad anomina with its
principal executive offices at Reconquesta, 1001, Buenos Aires, Argentina.
San Miguel filed its Form U-57 with the SEC to claim FUCO status on March
3, 1995. San Miguel's sole purpose is to own and operate a 115 MW simple
cycle natural gas combustion turbine and associated electrical and natural
gas interconnection equipment located in Tucuman Province, Argentina. The
facility interconnects with the national transmission grid at a substation
located on an adjacent parcel of land.
10. Windpower Partners 1993 L.P. - Windpower Partners 1993 L.P. (WPP93) is a
Delaware limited partnership with its principal executive offices located
at Costa Mesa, California 92626, c/o President LG&E Power 21 Incorporated.
WPP93 received EWG status on October 10, 1996. WPP93 owns two wind-
powered electrical power generation facilities located near Palm Springs,
California, and Lake Benton, Minnesota, having nomimal capacity of
approximately 42 MW and 25 MW, respectively, and consisting of free-
standing wind turbine generators and related facilities. WPP93 is engaged
in directly and exclusively in the business of owning or operating, or
both owning and operating, all or part of the facilities and selling
electricity at wholesale to Southern California Edison Company and
Northern States Power Company. The facilities are also qualifying
facilities under PURPA.
11. Windpower Partners 1994 L.P. - Windpower Partners 1994 L.P. (WPP94) is a
Delaware limited partnership with its principal executive offices located
at Costa Mesa, California 92626, c/o President, LG&E Power 31 Incorporat-
ed. WPP94 received EWG status on September 17, 1996. WPP94 owns a wind-
powered electrical generation facility located in Culberson County, Texas,
having a nominal capacity of approximately 25 MW, and consisting of free-
standing wind turbine generators and related facilities. WPP94 is engaged
directly and exclusively in the business of owning or operating, or both
owning and operating, all or part of the facility and selling electricity
at wholesale to Lower Colorado River Authority. The facility is also a
qualifying facility under PURPA.
12. LG&E Power Operating Services Inc. - LG&E Power Operating Services Inc.
(LPOS) is a California corporation with its principal executive offices
located at 12500 Fair Lakes Circle, Suite 350, Fairfax, Virginia 22033.
LPOS received EWG status on October 12, 1995. LPOS is engaged, either
directly or through a PUHCA Section 2(a)(11)(B) affiliate, solely in the
business of operating Eligible Facilities, as defined in the Energy Policy
Act of 1992, pursuant to facility operating agreements, including the
facilities set forth below.
Project Electricity Purchaser
LG&E-Westmoreland Rensselaer Niagara Mohawk Power Corp.
Westmoreland-LG&E Partners - ROVA I Virginia Electric & Power
Westmoreland-LG&E Partners - ROVA II Virginia Electric & Power
LG&E-Westmoreland Southampton Virginia Electric & Power
LG&E-Westmoreland Hopewell Virginia Electric & Power
LG&E-Westmoreland Altavista Virginia Electric & Power
Windpower Partners 1993 Southern California Edison Co.
and Northern States Power Co.
Windpower Partners 1994 Lower Colorado River
Authority
All of the electric energy generated by the EWGs through the Eligible
Facilities is sold at wholesale within the United States, and no retail
sales of electricity have been or will be made from such facilities.
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 (Power 23), a
California corporation, and the limited partner of which is LG&E Power
Generation Limited Inc. (Generation Limited), a California corporation.
The general and limited partners are wholly-owned subsidiaries of LG&E
Power Operations Inc. (Power Operations), a California corporation that is
a wholly owned subsidiary of LPI. Due to the inactive nature of Power
Generation, Power 23 and Generation Limited have been dissolved, and Power
Generation is scheduled to be voluntarily dissolved in 1997.
2. Power Marketing - Power Marketing is a direct wholly-owned subsidiary of
LG&E Power Development Inc., a California corporation, which is a direct
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 direct wholly-owned subsidiaries of Power Operations, which is a direct
wholly-owned subsidiary of LPI.
4. Rensselaer - Rensselaer is a California general partnership, the general
partners of which are LG&E Power 15 Incorporated (Power 15) and West-
moreland Rensselaer L.P., each of which is a 50% general partner. Power 15
is 50% owned by Power Marketing and 50% owned by Power Operations.
Westmoreland Rensselaer L.P. is an affiliate of Westmoreland Energy, Inc.
5. Altavista - Altavista is a California general partnership, the general
partners of which are LG&E Power 12 Incorporated (Power 12), LG&E Altavista
L.P. and Westpower-Altavista L.P. Power 12 is a 45% general partner, LG&E
Altavista L.P. is a 25% general partner, and Westpower-Altavista L.P. is a
30% general partner of Altavista. Power 12 is a direct wholly-owned
subsidiary of Power Operations. LG&E Altavista Incorporated, a direct
wholly-owned subsidiary of Power Operations, is a 20% general partner of
LG&E Altavista L.P., and Fourfold Cogeneration Corporation, an affiliate of
Chrysler Financial Corp. is an 80% limited partner of LG&E Altavista L.P.
Westpower-Altavista L.P. is an affiliate of Westmoreland Energy, Inc.
6. Hopewell - Hopewell is a California general partnership, the general
partners of which are LG&E Power 13 Incorporated (Power 13), LG&E Hopewell
L.P. and Westpower-Hopewell L.P. Power 13 is a 45% general partner, LG&E
Hopewell L.P. is a 25% general partner, and Westpower-Hopewell L.P. is a
30% general partner of Hopewell. Power 13 is a direct wholly-owned
subsidiary of Power Operations. LG&E Hopewell Incorporated, a direct
wholly-owned subsidiary of Power Operations, is a 20% general partner of
LG&E Hopewell L.P., and Fourfold Cogeneration Corporation, an affiliate of
Chrysler Financial Corp. is an 80% limited partner of LG&E Hopewell L.P.
Westpower-Hopewell L.P. is an affiliate of Westmoreland Energy, Inc.
7. Southampton - Southampton is a California general partnership, the general
partners of which are LG&E Power 11 Incorporated (Power 11), LG&E Southamp-
ton L.P. and Westpower-Franklin L.P. Power 11 is a 45% general partner,
LG&E Southampton L.P. is a 25% general partner, and Westpower-Franklin L.P.
is a 30% general partner of Southampton. Power 11 is a direct, wholly-
owned subsidiary of Power Operations. LG&E Southampton Incorporated, a
direct, wholly-owned subsidiary of Power Operations, is a 20% general
partner of LG&E Southampton L.P., and Fourfold Cogeneration Corporation, an
affiliate of Chrysler Financial Corp. is an 80% limited partner of LG&E
Southampton L.P. Westpower-Franklin L.P. is an affiliate of Westmoreland
Energy, Inc.
8. Tarifa - Tarifa is a Spanish sociedad anomina. LG&E Power Spain Inc.
(Power Spain) owns 45.835% of the shares of Tarifa. Torreal S.A., a
Spanish sociedad anomina, owns 23.437% of Tarifa's outstanding shares, and
Inversiones Europa-Ineuropa, a Spanish sociedad anomina, also owns 23.437%
of Tarifa. Nuienerg, S.A., a Spanish sociedad anomina, owns 7.291% of the
shares of Tarifa. Power Spain is a direct, wholly-owned subsidiary of LG&E
International Inc., which is a direct, wholly-owned subsidiary of Energy
Systems.
9. Central Termica San Miguel de Tucuman, S.A. - San Miguel is an Argentine-
an sociedad anomina whose shares are one-third owned by each of (i) Sideco
Americana, S.A., an Argentinean sociedad anomina, (ii) COE Development
Corporation, a wholly-owned subsidiary of Charter Oak Energy, Inc., and
(iii) LG&E Power Argentina I, Inc. (Power Argentina). Power Argentina is a
direct, wholly-owned subsidiary of LG&E International Inc., which is a
direct, wholly-owned subsidiary of Energy Systems.
10. WPP93 - WPP93 is a Delaware limited partnership, the general partners of
which are LG&E Power 21, Incorporated, a California corporation (Power
21), and USW WPP93GP, Inc., a Delaware corporation (WPP93GP), and the
limited partners of which are USW WPP93, L.P., a Delaware limited partner-
ship (USWLP), APF WPP93, L.P., a Delaware limited partnership (APFLP), and
LG&E Power 21 L.P., a California limited partnership (LG&ELP). Power 21
is a .5% general partner, WPP93GP is a .5% general partner, USWLP is an
approximate 25% limited partner, APFLP is an approximate 24.5% limited
partner, and LG&ELP is a 49.5% limited partner. Power 21 is a direct
wholly-owned subsidiary of Power Operations. LG&E Power 21 Wind Incorpo-
rated, a California corporation and a wholly-owned subsidiary of Power
Operations, is a 99% limited partner in LG&ELP, and Power 21 is a 1%
general partner in LG&ELP. APFLP and USWLP are affiliates of Kenetech
Windpower Inc., a Delaware corporation (KWI). WPP93GP is a direct wholly-
owned subsidiary of KWI. KWI is an affiliate of Kenetech Corporation.
11. WPP94 - WPP94 is a Delaware limited partnership, the general partners of
which are LG&E Power 31 Incorporated, a California corporation (Power 31),
WPP94 G.P., Inc., a Delaware corporation (WPP94GP), and Quixx WPP94, Inc.,
a Texas corporation (QuixxWPP), and limited partners of which are KW
WPP94, L.P., a Delaware limited partnership (KW), Quixx Corporation, a
Texas corporation (Quixx), and LG&E Power 31, L.P., a California limited
partnership (LG&E31LP). Power 31 is a .33% general partner, WPP94GP is a
.34% general partner, KW is a 49.66% limited partner, Quixx is a 24.67%
limited partner, and LG&E31LP is a 24.67% limited partner. Power 31 is a
direct wholly-owned subsidiary of Power Operations. LG&E Power 31 Wind
Incorporated, a California corporation and a wholly-owned subsidiary of
Power Operations, is a 99% limited partner in LG&E31LP, and Power 31 is a
1% general partner in LG&E31LP. WPP94GP is a direct wholly-owned subsid-
iary of KWI. KW is an affiliate of Kenetech Corporation Inc., a Delaware
corporation.
12. LPOS - LPOS is a California corporation and a direct, 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 C 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 - Paid-in capital of $2,695,000.
3. Westmoreland-LG&E Partners - Paid-in capital (net of distributions re-
ceived) of $13,924,000.
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 immaterial at December 31, 1996. The Company had no contingent
construction and project performance guarantees at December 31, 1996.
At December 31, 1996, Energy Systems had lines of credit in place totaling
$150 million, for which it pays commitment or facility fees. $103 million
of these lines were used at December 31, 1996. The credit lines are
scheduled to expire at various points in time from 1997 through 2001.
Management expects to renegotiate these lines when they expire.
The lenders under the credit facilities for Energy Systems are entitled to
the benefits of a Support Agreement with LG&E Energy Corp. The Support
Agreement states, in substance, that LG&E Energy Corp. will provide Energy
Systems with the necessary funds and financial support to meet its obliga-
tions under the credit facilities.
4. Rensselaer - Paid-in capital (net of distributions received) of $5,136,000.
5. Altavista - Paid-in capital (net of distributions received) of $(432,000).
6. Hopewell - Paid-in capital (net of distributions received) of $(491,000).
7. Southampton - Paid-in capital (net of distributions received) of $9,535,-
000.
8. Tarifa - Paid-in capital of (net of distributions received) of $4,667,000.
9. San Miguel - Paid-in capital (net of distributions received) of $17,305,-
000.
10. WPP93 - Paid-in capital (net of distributions received) of $18,883,000.
11. WPP94 - Paid-in capital (net of distributions received) of $5,579,000.
12. LPOS - Initialization capitalization of $2,000.
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.
2. Power Marketing
The following sets forth Power Marketing's capitalization and earnings:
Capitalization $14,280,000
Earnings (loss) 11,897,000
3. Westmoreland-LG&E Partners
The following sets forth capitalization and earnings related to the 50%
ownership of WLP attributable to Roanoke Valley:
Capitalization $28,583,000
Earnings (loss) 6,867,000
4. Rensselaer
The following sets forth capitalization and earnings related to the 50%
ownership of Rensselaer attributable to Power 15:
Capitalization $10,052,000
Earnings (loss) 3,011,000
5. Altavista
The following sets forth capitalization and earnings related to the 50%
ownership of Altavista attributable to Power 12 and LG&E Altavista Incorpo-
rated:
Capitalization $11,704,000
Earnings (loss) 3,006,000
6. Hopewell
The following sets forth capitalization and earnings related to the 50%
ownership of Hopewell attributable to Power 13 and LG&E Hopewell Incorpo-
rated:
Capitalization $10,591,000
Earnings (loss) 2,767,000
7. Southampton
The following sets forth capitalization and earnings related to the 50%
ownership of Southampton attributable to Power 11 and LG&E Southampton
Incorporated:
Capitalization $14,756,000
Earnings (loss) 1,446,000
8. Tarifa
The following sets forth capitalization and earnings related to the 45.834%
ownership of Tarifa attributable to Power Spain:
Capitalization $4,453,000
Earnings (loss) 362,000
9. San Miguel
The following sets forth capitalization and earnings related to the 33%
ownership of San Miguel attributable to Power Argentina:
Capitalization $18,198,000
Earnings (loss) 893,000
10. WPP93
The following sets forth capitalization and earnings related to the 50%
ownership of WPP93 attributable to LG&E Power 21 Incorporated and LG&E
Power 21 Wind Incorporated:
Capitalization $22,766,000
Earnings (loss) 306,000
11. WPP94
The following sets forth capitalization and earnings related to the 25%
ownership of WPP94 attributable to LG&E Power 31 Incorporated and LG&E
Power 31 Wind Incorporated:
Capitalization $4,996,000
Earnings (loss) (482,000)
12. LPOS
The following sets forth LPOS's capitalization and earnings:
Capitalization $4,758,000
Earnings (loss) 1,233,000
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 - The following contracts exist between Power Marketing and
system companies:
a) In May 1994, Power Marketing entered into an Electricity Brokerage Agree-
ment and a Dispatching Services Agreement with the Company's public utility
subsidiary, LG&E. Under the terms of the Electricity Brokerage Agreement,
Power Marketing is obligated to use its reasonable best efforts to broker
excess power generated by LG&E for off-system sales and broker power LG&E
desires to purchase, for no charge, at such times as LG&E requests such
services. However, LG&E has no obligation under the Agreement to permit
Power Marketing to broker its power.
b) Under the terms of the Dispatching Services Agreement, (which was amended
in November 1995), LG&E performed during 1996, on a nonexclusive basis,
power dispatching and scheduling services, short-term marketing, accounting
of power movement and transmission coordination service for the benefit of
power marketing. LG&E is not obligated to secure generators, purchasers or
sellers of power, or to perform any wheeling or transmission services for
Power Marketing. LG&E's obligation to provide these services is also
qualified by 1) its prior right to use its facilities to serve its native-
load customers or other persons or entities pursuant to any agreements
existing prior to the execution of the Dispatching Services Agreement, 2)
any capacity restraints imposed on its dispatching facilities, and 3)
regulatory impediments. Further, LG&E has no obligation to expand its
existing facilities to perform the services described above, and the non-
exclusive nature of the agreement permits LG&E to provide similar services
for any other persons or entities. Power Marketing paid a fee for such
services based upon a formula designed to ensure that LG&E is reimbursed
its cost of providing the services, plus 10%. Although the agreement
remains in effect, Power Marketing has elected not to purchase these
services from LG&E after December 31, 1996.
c) Power Marketing and LG&E entered into a Coal Contract Administration
Agreement, dated December 15, 1995 (the "Agreement"), under which LG&E
negotiates and administers a coal contract between Ohio Edison Company and
Power Marketing ("Coal Contract") and a Coal Transportation Contract
between Crounse Corporation and Power Marketing. Under the Agreement, LG&E
negotiates coal contracts, reviews invoices, arranges for payments to be
made to the supplier under the Coal Contract, schedules loading and barge
handling, delivers coal and coordinates the sampling of coal (the "Servic-
es"). In consideration for the Services, Power Marketing pays to LG&E a
fee equal to (i) the sum of all "Direct Costs" incurred by LG&E during each
calendar month of the contract term, multiplied by 110%, plus (ii) all
"Third Party Charges" incurred by LG&E during such calendar month reim-
bursed at cost. The Agreement expired on December 31, 1996, and the
parties are in the process of negotiating its renewal.
d) Various departments within LPI, including Legal and Finance, perform
services for Power Marketing from time to time on a time and materials
reimbursement basis for selected tasks which are not provided pursuant to
the agreements described above.
3. Westmoreland-LG&E Partners - The following contracts exist between WLP and
system companies related to the ROVA I and ROVA II facilities:
a) LPOS has performed and will perform operational activities for the facili-
ties pursuant to that certain Amended and Restated Facility Operating
Agreement dated as of December 1, 1993, between WLP and LPOS (as successor
to UC Operating Services) (the Operating Contract). LPOS is a wholly-owned
subsidiary of LPI. Under the terms of the Operating Contract, LPOS
receives a separate management fee for each of ROVA I and ROVA II, each of
which is adjusted annually for inflation, as well as reimbursement of
certain reasonable costs and expenses. Specifically, in addition to
reimbursement of certain direct materials and service costs, LPOS receives
a fixed fee under the agreement in an amount equal to a percentage of the
total amount reimbursable for: (i) wages, salaries and bonuses paid for
wages and salaries, plus a percentage of such compensation for the cost of
payroll insurance, taxes, holidays, vacation, etc., with such amount to be
adjusted each year during the 25 year term of the agreement to reflect
statutory and other actual changes in employee benefits or the cost
thereof; and (ii) a specified percentage of the amount reimbursable under
(i) above.
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) has
performed construction and engineering services at ROVA I pursuant to that
certain Contract for Engineering, Procurement and Construction Services
dated as of January 16, 1991, as amended, between E&C and WLP, and has
performed construction and engineering services at ROVA II pursuant to that
certain Contract for Engineering, Procurement and Construction 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 N.C., P.C. is an engi-
neering services corporation whose shareholders are employees of E&C and
its affiliates.
Under the terms of the contracts referred to above, Constructors received 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. (WEI) and WLP.
LPO is a wholly owned subsidiary of LPI.
Under the terms of the Venture Management Agreement, WLP pays 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.
LPO also performs accounting services for WLP on a time and materials
reimbursement basis, pursuant to the Venture Management Agreement. LPO
subcontracts those accounting services to LPI's Venture Accounting Depart-
ment.
d) Various departments within LPI, including Legal and Finance, perform
services to WLP from time to time, on a time and materials reimbursement
basis for selected tasks which are not provided pursuant to the agreements
described above.
4. Rensselaer - The following contracts exist between Rensselaer and system
companies related to the Rensselaer facility:
a) Under the Amended and Restated Facility Operating Agreement, dated June 15,
1992, between LPOS (as successor to UC Operating Services) and Rensselaer,
Rensselaer pays to LPOS a management fee for the provision of such opera-
tional activities, as well as reimbursement of certain reasonable costs and
expenses. Specifically, in addition to reimbursement of certain direct
materials and service costs, Rensselaer pays to LPOS a fee under each
agreement in an amount equal to a percentage of the total amount reimburs-
able for: 1) wages, salaries and bonuses paid for wages and salaries, plus
a percentage of such compensation for the cost of payroll insurance, taxes,
holidays, vacation, etc., with such amount to be adjusted each year during
the 25 year term of the agreement to reflect statutory and other actual
changes in employee benefits or the cost thereof; and (ii) a specified
percentage of the amount reimbursable under (i) above.
b) Under the Amended and Restated Contract for Engineering, Procurement and
Construction Services, dated June 15, 1992, by and among Ultrasystems
Engineers and Constructors, Incorporated (n/k/a LG&E Power Engineers and
Constructors Inc. (E&C), UEC Engineering N.Y., P.C. (n/k/a LG&E Power
Engineering N.Y., P.C.) (NYPC), and Rensselaer, Rensselaer paid a fixed
contract price to E&C for engineering and construction services rendered.
E&C then paid to NYPC costs and expenses actually incurred, which were
calculated on a time and materials basis. The contract has been fully
performed by all parties thereto, and all applicable warranty periods have
expired.
c) LPO performs various venture management services for Rensselaer pursuant to
the Amended and Restated Venture Management Agreement dated August 20, 1995
(the Venture Management Agreement) between LPO, Westmoreland Energy, Inc.
and Rensselaer. Under the terms of the Venture Management Agreement,
Rensselaer pays 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.
LPO also performs accounting services for Rensselaer on a time and materi-
als basis pursuant to the Venture Management Agreement. LPO subcontracts
those accounting services to LPI's Venture Accounting Department.
d) Various departments within LPI, including Legal and Finance, perform
services for Rensselaer from time to time on a time and materials reim-
bursement basis for selected tasks which are not provided pursuant to the
agreements described above.
5. Altavista - The following contracts exist between Altavista and system
companies related to the Altavista facility:
a) Under a Facility Operating Agreement, dated September 29, 1989, between
LPOS (as successor to UC Operating Services) and Altavista, Altavista pays
to LPOS a management fee for the provision of such operational activities,
as well as reimbursement of certain reasonable costs and expenses.
Specifically, in addition to reimbursement of certain direct materials and
service costs, Altavista pays to LPOS a fee under each agreement in an
amount equal to a percentage of the total amount reimbursable for: 1)
wages, salaries and bonuses paid for wages and salaries, plus a percentage
of such compensation for the cost of payroll insurance, taxes, holidays,
vacation, etc., with such amount to be adjusted each year during the 25
year term of the agreement to reflect statutory and other actual changes in
employee benefits or the cost thereof; and (ii) a specified percentage of
the amount reimbursable under (i) above.
LPOS also performs accounting services for Altavista on a time and materi-
als basis pursuant to the Facility Operating Agreement. LPOS subcontracts
those accounting services to LPI's Venture Accounting Department.
b) LPO performs various venture management services for Altavista which have
been compensated by the payment of a lump sum which covers payment for
services for the life of the project.
c) Various departments within LPI, including Legal and Finance, perform
services for Altavista from time to time on a time and materials reimburse-
ment basis for selected tasks which are not provided pursuant to the
agreements described above.
6. Hopewell - The following contracts exist between Hopewell and system
companies related to the Hopewell facility:
a) Under a Facility Operating Agreement, dated September 29, 1989, between
LPOS (as successor to UC Operating Services) and Hopewell, Hopewell pays to
LPOS a management fee for the provision of such operational activities, as
well as reimbursement of certain reasonable costs and expenses. Specifi-
cally, in addition to reimbursement of certain direct materials and service
costs, Hopewell pays to LPOS a fee under each agreement in an amount equal
to a percentage of the total amount reimbursable for: 1) wages, salaries
and bonuses paid for wages and salaries, plus a percentage of such compen-
sation for the cost of payroll insurance, taxes, holidays, vacation, etc.,
with such amount to be adjusted each year during the 25 year term of the
agreement to reflect statutory and other actual changes in employee
benefits or the cost thereof; and (ii) a specified percentage of the amount
reimbursable under (i) above.
LPOS also performs accounting services for Hopewell on a time and materials
basis pursuant to the Facility Operating Agreement. LPOS subcontracts
those accounting services to LPI's Venture Accounting Department.
b) LPO performs various venture management services for Hopewell which have
been compensated by the payment of a lump sum which covers payment for
services for the life of the project.
c) Various departments within LPI, including Legal and Finance, perform
services for Hopewell from time to time on a time and materials reimburse-
ment basis for selected tasks which are not provided pursuant to the
agreements described above.
7. Southampton - The following contracts exist between Southampton and system
companies related to the Southampton facility:
a) Under a Facility Operating Agreement, dated September 29, 1989, between
LPOS (as successor to UC Operating Services) and Southampton, Southampton
pays to LPOS a management fee for the provision of such operational
activities, as well as reimbursement of certain reasonable costs and
expenses. Specifically, in addition to reimbursement of certain direct
materials and service costs, Southampton pays to LPOS a fee under each
agreement in an amount equal to a percentage of the total amount reimburs-
able for: 1) wages, salaries and bonuses paid for wages and salaries, plus
a percentage of such compensation for the cost of payroll insurance, taxes,
holidays, vacation, etc., with such amount to be adjusted each year during
the 25 year term of the agreement to reflect statutory and other actual
changes in employee benefits or the cost thereof; and (ii) a specified
percentage of the amount reimbursable under (i) above.
LPOS also performs accounting services for Southampton on a time and
materials basis pursuant to the Facility Operating Agreement. LPOS
subcontracts those accounting services to LPI's Venture Accounting Depart-
ment.
b) LPO performs various venture management services for Southampton which have
been compensated by the payment of a lump sum which covers payment for
services for the life of the project.
c) Various departments within LPI, including Legal and Finance, perform
services for Southampton from time to time on a time and materials reim-
bursement basis for selected tasks which are not provided pursuant to the
agreements described above.
8. Tarifa - None.
9. San Miguel - LG&E Power Engineers and Constructors Inc. (E&C) has performed
design and related engineering services for San Miguel pursuant to that
certain Agreement by and between San Miguel and E&C, dated January 16,
1995. E&C was paid a fixed priced fee for preliminary services, plus
compensation based on time and materials. E&C was also reimbursed for all
reasonable "out-of-pocket" expenses incurred and arising out of or in
connection with the services performed. For final phase services, E&C was
paid a fixed priced fee.
10. WPP93 - LPOS has performed and will perform operational activities for the
facilities of WPP93 pursuant to a Facility Operating Agreement dated
September 27, 1996, as amended, between LPOS and WPP93. (the WPP93
Operating Contract). LPOS is a wholly-owned subsidiary of LPI. Under the
terms of the WPP93 Operating Contract, LPOS receives a separate operating
fee for each facility of WPP93, which are adjusted annually for inflation.
11. WPP94 - LPOS has performed and will perform operational activities for the
facility of WPP94 pursuant to a Facility Operating Agreement dated
September 27, 1996, as amended, between LPOS and WPP94. (the WPP94
Operating Contract). LPOS is a wholly-owned subsidiary of LPI. Under the
terms of the WPP94 Operating Contract, LPOS receives a separate operating
fee for the facility of WPP94, which is adjusted annually for inflation.
12. LPOS - LPOS has performed and will perform operational activities for six
Eligible Facilities, as defined in the Energy Policy Act of 1992, in which
the Company has an indirect 50% ownership interest. LPOS has also
performed and will perform operational activities for one Eligible
Facility in which the Company has an indirect 25% interest. LPOS also is
a 50% general partner in Maine Power Services, a California general
partnership (MPS). MPS formerly performed operational activities in the
past for two Eligible Facilities in which the Company formerly had an
indirect 17% ownership interest. The operating contracts between LPOS and
the entities which owned those Eligible Facilities are described below.
a) As discussed previously, LPOS performs operational activities for and
receives fees from Westmoreland-LG&E Partners, Rensselaer, Southampton,
Hopewell, and Altavista pursuant to separate Facility Operating Agreements.
See Sections 3(a), 4(a), 5(a), 6(a) and 7(a) under this Item 4(e) for a
discussion of such Facility Operating Agreements.
b) Under two separate Facility Operating Agreements, each dated January 1,
1986, as amended on September 1, 1989, between MPS and Babcock-Ultrapower
Jonesboro, a California general partnership (Jonesboro), and Babcock-
Ultrapower West Enfield (West Enfield), respectively, MPS received a
management fee for the provision of such operational activities, as well as
reimbursement of certain reasonable costs and expenses. Specifically, in
addition to reimbursement of certain direct materials and service costs,
MPS received a fee under each agreement in an amount equal to a percentage
of the total amount reimbursable for: 1) wages, salaries and bonuses paid
for wages and salaries, plus a percentage of such compensation for the cost
of payroll insurance, taxes, holidays, vacation, etc., with such amount to
be adjusted each year to reflect statutory and other actual changes in
employee benefits or the cost thereof; and (ii) a specified percentage of
the amount reimbursable under (i) above. Those Facility Operating Agree-
ments were terminated in connection with the sale of the facility assets by
Jonesboro and West Enfield in 1996, as described below. LPOS is a 50%
general partner in MPS.
Jonesboro is a general partnership, a 17% general partner of which is LG&E
Power 6 Incorporated, a California corporation (Power 6). West Enfield is
a general partnership, a 17% general partner of which is LG&E Power 5
Incorporated, a California corporation (Power 5). Power 6 and Power 5 are
wholly-owned subsidiaries of LPO, which is a wholly-owned subsidiary of
LPI.
In June of 1995, Jonesboro and West Enfield closed various transactions
with Bangor Hydro Electric Company (Bangor), among other parties, whereby
the power purchase agreements between Bangor and Jonesboro and West
Enfield, respectively, were effectively terminated. As a result of these
transactions, the power generation facilities owned by Jonesboro and West
Enfield were shut down, and MPS discontinued its operation of those
facilities under the above-referenced Facility Operating Agreements. In
October of 1996, Jonesboro and West Enfield sold all of the assets and
properties relating to their power generation facilities to Endeck Power
Overseas Ltd. in separate transactions, thereby discontinuing their
business activities. The Facility Operating Agreements with LPOS were
effectively terminated as a result of those transactions.
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, 1997.
LG&E ENERGY CORP.
By:/s/ S. Bradford Rives
S. Bradford Rives
Vice President - Finance and Controller
CORPORATE SEAL
Attest:
/s/ John R. McCall
John R. McCall
Executive Vice President,
General Counsel and Corporate Secretary
Name, title and address of officer to whom notices and correspondence concern-
ing this statement should be addressed:
John R. McCall
Executive Vice President,
General Counsel and Corporate Secretary
LG&E Energy Corp.
220 West Main Street
Louisville, Kentucky 40202
LG&E ENERGY CORP. Exhibit A
Subsidiaries Holding the Company's
Interests in EWGs - Part 1
December 31, 1996
The following subsidiaries hold the Company's ownership interests in Exempt
Wholesale Generators. These subsidiaries have the notation "(EWG)" above
their names in the financial statements included in this exhibit.
Subsidiary Name Description
LG&E Power Marketing Inc. An EWG which is wholly-owned by LG&E Power
Development Inc., an indirect, wholly-owned
subsidiary of LG&E Energy Corp.
LG&E Power 23 Incorporated The sole general partner of LG&E Power
Generation, L.P., an EWG. Dissolved.
LG&E Power Generation The sole limited partner of LG&E Power
Limited Inc. Generation, L.P., an EWG. Dissolved.
LG&E Power 16 Incorporated The sole general partner of LG&E - Roanoke
Valley, L.P., a general partner of
Westmoreland - LG&E Partners, an EWG.
LG&E Power Roanoke The sole limited partner of LG&E - Roanoke
Incorporated Valley, L.P., a general partner of
Westmoreland - LG&E Partners, an EWG.
LG&E Power 21 Incorporated The sole general partner of Windpower
Partners 1993, L.P., a Delaware limit-
ed partnership, an EWG.
LG&E Power 31 Incorporated The sole general partner of Windpower
Partners 1994, L.P., a Delaware limit-
ed partnership, an EWG.
LG&E Power 12 Incorporated A 45% general partner of LG&E-Westmore-
land Altavista, a California general
partnership, an EWG.
LG&E Altavista Incor- A 20% general partner of LG&E Altavista
porated L.P., a California limited partnership
which is a 25% general partner of LG&E-
Westmoreland Altavista, a California
general partnership, an EWG.
LG&E Power 13 Incorporated A 45% general partner of LG&E-Westmoreland
Hopewell, a California general partner-
ship, an EWG.
LG&E Hopewell Incorporated A 20% general partner of LG&E Hopewell
L.P., a California limited partnership
which is a 25% general partner of LG&E-
Westmoreland Hopewell, a California general
partnership, an EWG.
LG&E Power 11 Incorporated A 45% general partner of LG&E-Westmoreland
Southampton, a California general partner-
ship, an EWG.
LG&E ENERGY CORP. Exhibit A
Subsidiaries Holding the Company's
Interests in EWGs - Part 2
December 31, 1996
The following subsidiaries hold the Company's ownership interests in Exempt
Wholesale Generators. These subsidiaries have the notation "(EWG)" above
their names in the financial statements included in this exhibit.
Subsidiary Name Description
LG&E Southampton A 20% general partner of LG&E Southampton L.P.,
Incorporated a California limited partnership which is a
25% general partner of LG&E-Westmoreland
Southampton, a California general partnership,
an EWG.
LG&E Power Spain Inc. Owns 44% of the outstanding common
stock of KW Tarifa, S.A., a Spanish
sociedad anomina, a foreign utility
company.
LG&E Power Argentina I, Owns 33% of the outstanding common
Inc. stock of Central Termica San Miguel De
Tucuman, S.A., an Argentinean sociedad
anomina, a foreign utility company.
LG&E Power Operating An EWG which is wholly-owned by LG&E Power
Services Inc. Inc., an indirect wholly-owned subsidiary
of LG&E Energy Corp.
<TABLE>
LG&E ENERGY CORP. Exhibit A
Consolidating Balance Sheet
ASSETS
December 31, 1996
<CAPTION>
LG&E LG&E
Energy Gas LG&E
Systems Systems Energy
Cons Adj's LG&E Inc. Inc. Corp.
<S> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 114,669 56,792 24,895 30,428 2,554
Marketable securities 5,815 3,595 2,220 0
Accounts receivable (net) 545,729 112,818 62,241 370,525 145
Materials and supplies:
Fuel 14,576 14,576 0 0
Gas stored underground 43,258 35,510 0 7,748
Other 32,426 32,426 0 0
Price risk management assets 86,844 25,060 61,784
Prepayments and other 14,255 1,856 2,480 333 8,836 750
Total current assets 857,572 1,856 258,197 114,749 479,321 3,449
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 126,099 126,099 0
Investments in subsidiaries 0 (836,034) 0 0 836,034
Non-utility property and plant, net 171,338 2,708 167,817 813
Price risk management assets 36,623 27,825 8,798
Other 21,465 1,028 10,019 10,418
Total other prop and investments 355,525 (836,034) 1,028 166,651 187,033 836,847
UTILITY PLANT:
Electric 2,218,577 2,218,577 0 0
Gas 327,116 327,116 0 0
Common 139,516 139,516 0 0
Original cost 2,685,209 0 2,685,209 0 0 0
Acc depreciation (999,987) (999,987) 0 0
Net utility plant 1,685,222 0 1,685,222 0 0 0
DEFERRED DEBITS:
Regulatory assets 27,729 27,729 0 0
Goodwill, net 47,318 14,077 33,241
Other 38,526 32,210 5,683 0 633
Total deferred debits 113,573 0 59,939 19,760 33,241 633
Total assets 3,011,892 (834,178)2,004,386 301,160 699,595 840,929
</TABLE>
<TABLE>
LG&E ENERGY CORP. Exhibit A
Consolidating Balance Sheet
CAPITAL AND LIABILITIES
December 31, 1996
<CAPTION>
LG&E LG&E
Energy Gas LG&E
Systems Systems Energy
Cons Adj's LG&E Inc. Inc. Corp.
<S> <C> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0 0 0
Notes payable 158,000 47,000 111,000
Accounts payable 528,556 89,495 63,527 375,843 (309)
Trimble County settlement 17,511 17,511 0 0
Dividends payable 19,073 0 0 19,073
Accrued taxes 0 1,856 11,982 (1,576) (7,528) (4,734)
Accrued interest 10,338 9,994 19 325
Intercompany accounts 0 26,911 (49,268) 18,172 4,185
Price risk management liabilities 108,402 22,128 86,274
Other 33,955 13,128 7,085 8,622 5,120
Total current liabilities 875,835 1,856 169,021 88,915 592,708 23,335
LONG-TERM DEBT:
First mortgage bonds 646,800 646,800 0 0
Unamortized premium 35 35 0 0
Total debt 646,835 0 646,835 0 0 0
DEFERRED CREDITS:
Accum deferred income taxes 288,107 241,681 28,109 18,274 43
ITC, in process of amortization 80,040 80,040 0 0
Acc prov for pensions 44,773 41,431 0 0 3,342
Cust advances for construction 10,033 10,033 0 0
Regulatory liability 77,287 77,287 0 0
Price risk management liabilities 27,482 10,494 16,988
Other 54,954 8,973 36,510 6,480 2,991
Total deferred credits 582,676 0 459,445 75,113 41,742 6,376
CUMULATIVE PREFERRED STOCK 95,328 95,328 0 0
CAPITALIZATION:
Common stock 466,329 (513,032) 425,170 1 87,861 466,329
Common stock expense (1,259) 836 (836) 0 0 (1,259)
Additional paid-in capital 0 (80,000) 80,000 0
Unreal loss on marketable securities 154 (1,534) 201 643 0 844
Retained earnings 345,994 (242,304) 209,222 56,488 (22,716) 345,304
Total common equity 811,218 (836,034) 633,757 137,132 65,145 811,218
Total capital and liabilities 3,011,892 (834,178)2,004,386 301,160 699,595 840,929
</TABLE>
<TABLE>
LG&E ENERGY CORP. Exhibit A
Consolidating Income Statement
Year Ended December 31, 1996
<CAPTION>
LG&E LG&E
Energy Gas LG&E
Systems Systems Energy
Cons Adj's LG&E Inc. Inc. Corp.
<S> <C> <C> <C> <C> <C> <C>
REVENUES:
Electric utility 607,160 607,160 0 0
Gas utility 214,419 214,419 0 0
Energy marketing and trading 2,736,940 352,307 2,384,633
Other 30,946 30,946 0
Total revenues 3,589,465 0 821,579 383,253 2,384,633 0
COST OF REVENUES:
Fuel and power purchased 166,323 166,323 0 0
Gas supply expenses 140,482 140,482 0 0
Energy marketing and trading 2,663,902 327,252 2,336,650
Other 13,556 13,556 0
Total cost of revenues 2,984,263 0 306,805 340,808 2,336,650 0
Gross profit 605,202 0 514,774 42,445 47,983 0
OPERATING EXPENSES:
Operation and maintenance:
Utility 214,786 214,786 0 0
Non-utility 67,907 24,365 28,001 15,541
Depreciation and amortization 103,556 89,002 2,306 11,837 411
Non-recurring charges 26,330 0 26,330
Total operating expenses 412,579 0 303,788 26,671 66,168 15,952
Equity in earnings 18,818 (110,148) 18,818 0 110,148
OPERATING INCOME 211,441 (110,148) 210,986 34,592 (18,185) 94,196
Interco chargebacks 0 0 (1,628) 1,628
Other income and deductions 3,808 (294) 863 2,176 661 402
Interco int income (expense) 0 2,610 (2,863) 253
Interest expense and pfd dividends 53,887 44,810 5,152 3,925
INCOME BEFORE INCOME TAXES 161,362 (110,442) 167,039 34,226 (25,940) 96,479
Income taxes 57,359 (103) 63,666 9,094 (7,583) (7,715)
NET INCOME 104,003 (110,339) 103,373 25,132 (18,357) 104,194
</TABLE>
<TABLE>
LG&E ENERGY CORP. Exhibit A
Consolidating Statement of
Retained Earnings
Year Ended December 31, 1996
<CAPTION>
LG&E LG&E
Energy Gas LG&E
Systems Systems Energy
Cons Adj's LG&E Inc. Inc. Corp.
<S> <C> <C> <C> <C> <C> <C>
Beginning retained earnings 316,930 (207,473) 181,049 31,356 (4,359) 316,357
Net income 104,003 (110,339) 103,373 25,132 (18,357) 104,194
Dividends (74,939) 75,200 (75,200) 0 0 (74,939)
Other 0 308 0 (308)
Ending retained earnings 345,994 (242,304) 209,222 56,488 (22,716) 345,304
</TABLE>
<TABLE>
LG&E GAS SYSTEMS INC. Exhibit A
Consolidating Balance Sheet
ASSETS
December 31, 1996
<CAPTION>
LG&E
LG&E Gas
Natural Systems
Totals Adj's Inc. Inc.
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 30,428 30,117 311
Marketable securities 0 0
Accounts receivable (net) 370,525 370,486 39
Materials and supplies:
Fuel 0 0
Gas stored underground 7,748 7,748
Other 0 0
Price risk management assets 61,784 61,784
Prepayments and other 8,836 8,836
Total current assets 479,321 0 478,971 350
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 0 0
Investments in subsidiaries 0 (149,185) 0 149,185
Non-utility property and plant, net 167,817 167,817
Price risk management assets 8,798 8,798
Other 10,418 10,289 129
Total other prop and investments 187,033 (149,185) 186,904 149,314
UTILITY PLANT:
Electric 0 0
Gas 0 0
Common 0 0
Original cost 0 0 0 0
Acc depreciation 0 0
Net utility plant 0 0 0 0
DEFERRED DEBITS:
Regulatory assets 0 0
Goodwill, net 33,241 33,241
Other 0 0
Total deferred debits 33,241 0 33,241 0
Total assets 699,595 (149,185) 699,116 149,664
</TABLE>
<TABLE>
LG&E GAS SYSTEMS INC. Exhibit A
Consolidating Balance Sheet
CAPITAL AND LIABILITIES
December 31, 1996
<CAPTION>
LG&E
LG&E Gas
Natural Systems
Totals Adj's Inc. Inc.
<S> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0 0
Notes payable 111,000 0 111,000
Accounts payable 375,843 375,843
Trimble County settlement 0 0
Dividends payable 0 0
Accrued taxes (7,528) (6,830) (698)
Accrued interest 325 0 325
Intercompany accounts 18,172 44,306 (26,134)
Price risk management liabilities 86,274 86,274
Other 8,622 8,596 26
Total current liabilities 592,708 0 508,189 84,519
LONG-TERM DEBT:
First mortgage bonds 0 0
Unamortized premium 0 0
Total debt 0 0 0 0
DEFERRED CREDITS:
Accum deferred income taxes 18,274 18,274
ITC, in process of amortization 0 0
Acc prov for pensions 0 0
Cust advances for construction 0 0
Regulatory liability 0 0
Price risk management liabilities 16,988 16,988
Other 6,480 6,480
Total deferred credits 41,742 0 41,742 0
CUMULATIVE PREFERRED STOCK 0 0
CAPITALIZATION:
Common stock 87,861 (257) 257 87,861
Common stock expense 0 0
Additional paid-in capital 0 (170,343) 170,343
Unreal loss on marketable securities 0 0
Retained earnings (22,716) 21,415 (21,415) (22,716)
Total common equity 65,145 (149,185) 149,185 65,145
Total capital and liabilities 699,595 (149,185) 699,116 149,664
</TABLE>
<TABLE>
LG&E GAS SYSTEMS INC. Exhibit A
Consolidating Income Statement
Year Ended December 31, 1996
<CAPTION>
LG&E
LG&E Gas
Natural Systems
Totals Adj's Inc. Inc.
<S> <C> <C> <C> <C>
REVENUES:
Electric utility 0 0
Gas utility 0 0
Energy marketing and trading 2,384,633 2,384,633
Other 0 0
Total revenues 2,384,633 0 2,384,633 0
COST OF REVENUES:
Fuel and power purchased 0 0
Gas supply expenses 0 0
Energy marketing and trading 2,336,650 2,336,650
Other 0 0
Total cost of revenues 2,336,650 0 2,336,650 0
Gross profit 47,983 0 47,983 0
OPERATING EXPENSES:
Operation and maintenance:
Utility 0 0
Non-utility 28,001 27,350 651
Depreciation and amortization 11,837 11,798 39
Non-recurring charges 26,330 26,330
Total operating expenses 66,168 0 65,478 690
Equity in earnings 0 17,056 0 (17,056)
OPERATING INCOME (18,185) 17,056 (17,495) (17,746)
Interco chargebacks (1,628) (6,993) 5,365
Other income and deductions 661 549 112
Interco int income (expense) (2,863) 0 (2,863)
Interest expense and pfd dividends 3,925 0 3,925
INCOME BEFORE INCOME TAXES (25,940) 17,056 (23,939) (19,057)
Income taxes (7,583) (6,883) (700)
NET INCOME (18,357) 17,056 (17,056) (18,357)
</TABLE>
<TABLE>
LG&E GAS SYSTEMS INC. Exhibit A
Consolidating Statement of
Retained Earnings
Year Ended December 31, 1996
<CAPTION>
LG&E
LG&E Gas
Natural Systems
Totals Adj's Inc. Inc.
<S> <C> <C> <C> <C>
Beginning retained earnings (4,359) (4,359)
Net income (18,357) 17,056 (17,056) (18,357)
Dividends 0 0
0
Other 0 4,359 0 (4,359)
Ending retained earnings (22,716) 21,415 (21,415) (22,716)
</TABLE>
<TABLE>
LG&E NATURAL INC. Exhibit A
Consolidating Balance Sheet - Part 1
ASSETS
December 31, 1996
<CAPTION>
LG&E HD Totals Totals
Natural Hadson Energy From From
Totals Adj's Inc. Fuels Corp. Part 2 Part 3
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 30,117 1,357 6,258 0 21,449 1,053
Marketable securities 0 0 0 0
Accounts receivable (net) 370,486 (78) 0 355,697 14,867
Materials and supplies:
Fuel 0 0 0 0
Gas stored underground 7,748 0 7,328 420
Other 0 0 0 0
Price risk management assets 61,784 0 61,784 0
Prepayments and other 8,836 17 0 8,394 425
Total current assets 478,971 1,357 6,197 0 0 454,652 16,765
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 0 0 0 0
Investments in subsidiaries 0 (172,820) 172,820 0 0 0
Non-utility property and plant, net 167,817 0 21,893 145,924
Price risk management assets 8,798 0 8,798 0
Other 10,289 2,150 0 8,139 0
Total other prop and investments 186,904 (172,820) 174,970 0 0 38,830 145,924
UTILITY PLANT:
Electric 0 0 0 0
Gas 0 0 0 0
Common 0 0 0 0
Original cost 0 0 0 0 0 0 0
Acc depreciation 0 0 0 0
Net utility plant 0 0 0 0 0 0 0
DEFERRED DEBITS:
Regulatory assets 0 0 0 0
Goodwill, net 33,241 33,241 0 0 0
Other 0 0 0 0
Total deferred debits 33,241 0 33,241 0 0 0 0
Total assets 699,116 (171,463) 214,408 0 0 493,482 162,689
</TABLE>
<TABLE>
LG&E NATURAL INC. Exhibit A
Consolidating Balance Sheet - Part 1
CAPITAL AND LIABILITIES
December 31, 1996
<CAPTION>
LG&E HD Totals Totals
Natural Hadson Energy From From
Totals Adj's Inc. Fuels Corp. Part 2 Part 3
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0 0 0 0
Notes payable 0 0 0 0
Accounts payable 375,843 1,357 (28) 24 0 364,002 10,488
Trimble County settlement 0 0 0 0
Dividends payable 0 0 0 0
Accrued taxes (6,830) (6,739) 0 (91) 0
Accrued interest 0 0 0 0
Intercompany accounts 44,306 25,877 (1,643) 4,406 15,666
Price risk management liabilities 86,274 0 86,274 0
Other 8,596 581 0 3,311 4,704
Total current liabilities 508,189 1,357 19,691 24 (1,643) 457,902 30,858
LONG-TERM DEBT:
First mortgage bonds 0 0 0 0
Unamortized premium 0 0 0 0
Total debt 0 0 0 0 0 0 0
DEFERRED CREDITS:
Accum deferred income taxes 18,274 18,274 0 0 0
ITC, in process of amortization 0 0 0 0
Acc prov for pensions 0 0 0 0
Cust advances for construction 0 0 0 0
Regulatory liability 0 0 0 0
Price risk management liabilities 16,988 0 16,988 0
Other 6,480 3,538 0 616 2,326
Total deferred credits 41,742 0 21,812 0 0 17,604 2,326
CUMULATIVE PREFERRED STOCK 0 0 0 0
CAPITALIZATION:
Common stock 257 (502) 257 1 0 0 501
Common stock expense 0 0 0 0
Additional paid-in capital 170,343 (144,780) 167,007 2,798 (12,679) 30,852 127,145
Unreal loss on marketable securities 0 0 0 0
Retained earnings (21,415) (27,538) 5,641 (2,823) 14,322 (12,876) 1,859
Total common equity 149,185 (172,820) 172,905 (24) 1,643 17,976 129,505
Total capital and liabilities 699,116 (171,463) 214,408 0 0 493,482 162,689
</TABLE>
<TABLE>
LG&E NATURAL INC. Exhibit A
Consolidating Income Statement - Part 1
Year Ended December 31, 1996
<CAPTION>
LG&E HD Totals Totals
Natural Hadson Energy From From
Totals Adj's Inc. Fuels Corp. Part 2 Part 3
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Electric utility 0 0 0 0
Gas utility 0 0 0 0
Energy marketing and trading 2,384,633 (56,725) 0 2,356,096 85,262
Other 0 0 0 0
Total revenues 2,384,633 (56,725) 0 0 0 2,356,096 85,262
COST OF REVENUES:
Fuel and power purchased 0 0 0 0
Gas supply expenses 0 0 0 0
Energy marketing and trading 2,336,650 (56,725) 0 2,331,332 62,043
Other 0 0 0 0
Total cost of revenues 2,336,650 (56,725) 0 0 0 2,331,332 62,043
Gross profit 47,983 0 0 0 0 24,764 23,219
OPERATING EXPENSES:
Operation and maintenance:
Utility 0 0 0 0
Non-utility 27,350 0 15,192 12,158
Depreciation and amortization 11,798 2,480 0 2,930 6,388
Non-recurring charges 26,330 0 26,330 0
Total operating expenses 65,478 0 2,480 0 0 44,452 18,546
Equity in earnings 0 0 0 0
OPERATING INCOME (17,495) 0 (2,480) 0 0 (19,688) 4,673
Interco chargebacks (6,993) 0 (4,395) (2,598)
Other income and deductions 549 159 1 0 326 63
Interco int income (expense) 0 0 0 0
Interest expense and pfd dividends 0 0 0 0
INCOME BEFORE INCOME TAXES (23,939) 0 (2,321) 1 0 (23,757) 2,138
Income taxes (6,883) (7,522) 0 639 0
NET INCOME (17,056) 0 5,201 1 0 (24,396) 2,138
</TABLE>
<TABLE>
LG&E NATURAL INC. Exhibit A
Consolidating Statement of
Retained Earnings - Part 1
Year Ended December 31, 1996
<CAPTION>
LG&E HD Totals Totals
Natural Hadson Energy From From
Totals Adj's Inc. Fuels Corp. Part 2 Part 3
<S> <C> <C> <C> <C> <C> <C> <C>
Beginning retained earnings (4,359) (27,538) 440 (2,824) 14,322 11,520 (279)
Net income (17,056) 0 5,201 1 0 (24,396) 2,138
Dividends 0 0 0 0
Other 0 0 0 0
Ending retained earnings (21,415) (27,538) 5,641 (2,823) 14,322 (12,876) 1,859
</TABLE>
<TABLE>
LG&E NATURAL INC. Exhibit A
Consolidating Balance Sheet - Part 2
ASSETS
December 31, 1996
<CAPTION>
Hadson Hadson
Hadson Hadson Western Hadson Gas Indus-
Finan- Gas Hadson Natural Gas Market- trial
Totals cial Systems Canada Gas Company ing Sales
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 21,449 (504) 21,225 679 18 31
Marketable securities 0 0
Accounts receivable (net) 355,697 (1) 280,675 67,062 5,800 1,173 988
Materials and supplies:
Fuel 0 0
Gas stored underground 7,328 4,950 2,889 (511)
Other 0 0
Price risk management assets 61,784 43,527 16,616 1,641
Prepayments and other 8,394 104 8,275 8 8 (1)
Total current assets 454,652 (401) 358,652 87,254 7,467 1,203 477 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 0 0
Investments in subsidiaries 0 0
Non-utility property and plant, net 21,893 2,199 63 140 10 19,151 330
Price risk management assets 8,798 7,433 1,300 65
Other 8,139 8,139
Total other prop and investments 38,830 2,199 15,635 1,440 75 19,151 0 330
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
DEFERRED DEBITS:
Regulatory assets 0 0
Goodwill, net 0 0
Other 0 0
Total deferred debits 0 0 0 0 0 0 0 0
Total assets 493,482 1,798 374,287 88,694 7,542 20,354 477 330
</TABLE>
<TABLE>
LG&E NATURAL INC. Exhibit A
Consolidating Balance Sheet - Part 2
CAPITAL AND LIABILITIES
December 31, 1996
<CAPTION>
Hadson Hadson
Hadson Hadson Western Hadson Gas Indus-
Finan- Gas Hadson Natural Gas Market- trial
Totals cial Systems Canada Gas Company ing Sales
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0 0
Notes payable 0 0
Accounts payable 364,002 (128) 290,115 67,635 4,667 705 1,008
Trimble County settlement 0 0
Dividends payable 0 0
Accrued taxes (91) (91) 0
Accrued interest 0 0
Intercompany accounts 4,406 2,411 1,686 9,548 (9,627) 151 106 131
Price risk management liabilities 86,274 52,429 32,450 1,395
Other 3,311 2,864 (55) 307 3 726 (534)
Total current liabilities 457,902 5,056 344,175 109,940 (3,562) 1,582 580 131
LONG-TERM DEBT:
First mortgage bonds 0 0
Unamortized premium 0 0
Total debt 0 0 0 0 0 0 0 0
DEFERRED CREDITS:
Accum deferred income taxes 0 0
ITC, in process of amortization 0 0
Acc prov for pensions 0 0
Cust advances for construction 0 0
Regulatory liability 0 0
Price risk management liabilities 16,988 3,774 13,204 10
Other 616 616 0
Total deferred credits 17,604 616 3,774 13,204 10 0 0 0
CUMULATIVE PREFERRED STOCK 0 0
CAPITALIZATION:
Common stock 0 0
Common stock expense 0 0
Additional paid-in capital 30,852 401 7,613 620 3,268 18,693 52 205
Unreal loss on marketable securities 0 0
Retained earnings (12,876) (4,275) 18,725 (35,070) 7,826 79 (155) (6)
Total common equity 17,976 (3,874) 26,338 (34,450) 11,094 18,772 (103) 199
Total capital and liabilities 493,482 1,798 374,287 88,694 7,542 20,354 477 330
</TABLE>
<TABLE>
LG&E NATURAL INC. Exhibit A
Consolidating Income Statement - Part 2
Year Ended December 31, 1996
<CAPTION>
Hadson Hadson
Hadson Hadson Western Hadson Gas Indus-
Finan- Gas Hadson Natural Gas Market- trial
Totals cial Systems Canada Gas Company ing Sales
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Electric utility 0 0
Gas utility 0 0
Energy marketing and trading 2,356,096 1,975,406 332,569 26,297 10,342 11,482
Other 0 0
Total revenues 2,356,096 0 1,975,406 332,569 26,297 10,342 11,482 0
COST OF REVENUES:
Fuel and power purchased 0 0
Gas supply expenses 0 0
Energy marketing and trading 2,331,332 1,947,272 340,570 23,815 8,275 11,400
Other 0 0
Total cost of revenues 2,331,332 0 1,947,272 340,570 23,815 8,275 11,400 0
Gross profit 24,764 0 28,134 (8,001) 2,482 2,067 82 0
OPERATING EXPENSES:
Operation and maintenance:
Utility 0 0
Non-utility 15,192 (12) 13,316 470 407 740 272 (1)
Depreciation and amortization 2,930 493 1,575 33 4 811 14
Non-recurring charges 26,330 0 26,330
Total operating expenses 44,452 481 14,891 26,833 411 1,551 272 13
Equity in earnings 0 0
OPERATING INCOME (19,688) (481) 13,243 (34,834) 2,071 516 (190) (13)
Interco chargebacks (4,395) (1,575) (2,029) (53) (738)
Other income and deductions 326 8 274 17 31 (4)
Interco int income (expense) 0 0
Interest expense and pfd dividends 0 0
INCOME BEFORE INCOME TAXES (23,757) (2,048) 11,488 (34,817) 2,049 (226) (190) (13)
Income taxes 639 639 0
NET INCOME (24,396) (2,687) 11,488 (34,817) 2,049 (226) (190) (13)
</TABLE>
<TABLE>
LG&E NATURAL INC. Exhibit A
Consolidating Statement of
Retained Earnings - Part 2
Year Ended December 31, 1996
<CAPTION>
Hadson Hadson
Hadson Hadson Western Hadson Gas Indus-
Finan- Gas Hadson Natural Gas Market- trial
Totals cial Systems Canada Gas Company ing Sales
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning retained earnings 11,520 (1,588) 7,237 (253) 5,777 305 35 7
Net income (24,396) (2,687) 11,488 (34,817) 2,049 (226) (190) (13)
Dividends 0 0
Other 0 0
Ending retained earnings (12,876) (4,275) 18,725 (35,070) 7,826 79 (155) (6)
</TABLE>
<TABLE>
LG&E NATURAL INC. Exhibit A
Consolidating Balance Sheet - Part 3
ASSETS
December 31, 1996
<CAPTION>
Hadson Ultra-
Gas systems
Trans. Hadson Small
Totals Co. Llano Nmesco HGGP HERMI Equador Power
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 1,053 137 916
Marketable securities 0
Accounts receivable (net) 14,867 911 7,871 6,085
Materials and supplies:
Fuel 0
Gas stored underground 420 11 409
Other 0
Price risk management assets 0
Prepayments and other 425 431 (6)
Total current assets 16,765 922 8,848 0 6,995 0 0 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 0
Investments in subsidiaries 0
Non-utility property and plant, net 145,924 2,218 24,079 236 119,391
Price risk management assets 0
Other 0
Total other prop and investments 145,924 2,218 24,079 236 119,391 0 0 0
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
DEFERRED DEBITS:
Regulatory assets 0
Goodwill, net 0
Other 0
Total deferred debits 0 0 0 0 0 0 0 0
Total assets 162,689 3,140 32,927 236 126,386 0 0 0
</TABLE>
<TABLE>
LG&E NATURAL INC. Exhibit A
Consolidating Balance Sheet - Part 3
CAPITAL AND LIABILITIES
December 31, 1996
<CAPTION>
Hadson Ultra-
Gas systems
Trans. Hadson Small
Totals Co. Llano Nmesco HGGP HERMI Equador Power
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0
Notes payable 0
Accounts payable 10,488 842 6,304 3,342
Trimble County settlement 0
Dividends payable 0
Accrued taxes 0
Accrued interest 0
Intercompany accounts 15,666 2,200 47,116 (40,866) 7,214 (1) 3
Price risk management liabilities 0
Other 4,704 47 2,971 1,686
Total current liabilities 30,858 3,089 56,391 (40,866) 12,242 0 (1) 3
LONG-TERM DEBT:
First mortgage bonds 0
Unamortized premium 0
Total debt 0 0 0 0 0 0 0 0
DEFERRED CREDITS:
Accum deferred income taxes 0
ITC, in process of amortization 0
Acc prov for pensions 0
Cust advances for construction 0
Regulatory liability 0
Price risk management liabilities 0
Other 2,326 2,326
Total deferred credits 2,326 0 0 0 2,326 0 0 0
CUMULATIVE PREFERRED STOCK 0
CAPITALIZATION:
Common stock 501 100 1 400
Common stock expense 0
Additional paid-in capital 127,145 (800) 17,087 4,898 103,104 765 2,091
Unreal loss on marketable securities 0
Retained earnings 1,859 851 (40,551) 36,104 8,714 (765) (2,494)
Total common equity 129,505 51 (23,464) 41,102 111,818 0 1 (3)
Total capital and liabilities 162,689 3,140 32,927 236 126,386 0 0 0
</TABLE>
<TABLE>
LG&E NATURAL INC. Exhibit A
Consolidating Income Statement - Part 3
Year Ended December 31, 1996
<CAPTION>
Hadson Ultra-
Gas systems
Trans. Hadson Small
Totals Co. Llano Nmesco HGGP HERMI Equador Power
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Electric utility 0
Gas utility 0
Energy marketing and trading 85,262 10,345 8,772 66,145
Other 0
Total revenues 85,262 10,345 8,772 0 66,145 0 0 0
COST OF REVENUES:
Fuel and power purchased 0
Gas supply expenses 0
Energy marketing and trading 62,043 9,513 3,205 49,325
Other 0
Total cost of revenues 62,043 9,513 3,205 0 49,325 0 0 0
Gross profit 23,219 832 5,567 0 16,820 0 0 0
OPERATING EXPENSES:
Operation and maintenance:
Utility 0
Non-utility 12,158 387 3,074 23 8,674
Depreciation and amortization 6,388 98 838 10 5,442
Non-recurring charges 0
Total operating expenses 18,546 485 3,912 33 14,116 0 0 0
Equity in earnings 0
OPERATING INCOME 4,673 347 1,655 (33) 2,704 0 0 0
Interco chargebacks (2,598) (218) (30) (2,350)
Other income and deductions 63 29 3 31
Interco int income (expense) 0
Interest expense and pfd dividends 0
INCOME BEFORE INCOME TAXES 2,138 347 1,466 (60) 385 0 0 0
Income taxes 0
NET INCOME 2,138 347 1,466 (60) 385 0 0 0
</TABLE>
<TABLE>
LG&E NATURAL INC. Exhibit A
Consolidating Statement of
Retained Earnings - Part 3
Year Ended December 31, 1996
<CAPTION>
Hadson Ultra-
Gas systems
Trans. Hadson Small
Totals Co. Llano Nmesco HGGP HERMI Equador Power
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning retained earnings (279) 504 (42,017) 36,164 8,329 (765) (2,494)
Net income 2,138 347 1,466 (60) 385 0 0 0
Dividends 0
Other 0
Ending retained earnings 1,859 851 (40,551) 36,104 8,714 0 (765) (2,494)
</TABLE>
<TABLE>
HADSON GAS SYSTEMS INC. Exhibit A
Consolidating Balance Sheet
ASSETS
December 31, 1996
<CAPTION>
Hadson
Gas
Totals Adj's Systems HESI
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 21,225 21,225
Marketable securities 0
Accounts receivable (net) 280,675 280,666 9
Materials and supplies:
Fuel 0
Gas stored underground 4,950 4,950
Other 0
Price risk management assets 43,527 43,527
Prepayments and other 8,275 8,275
Total current assets 358,652 0 358,643 9
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 0
Investments in subsidiaries 0
Non-utility property and plant, net 63 63
Price risk management assets 7,433 7,433
Other 8,139 8,139
Total other prop and investments 15,635 0 15,635 0
UTILITY PLANT:
Electric 0
Gas 0
Common 0
Original cost 0 0 0 0
Acc depreciation 0
Net utility plant 0 0 0 0
DEFERRED DEBITS:
Regulatory assets 0
Goodwill, net 0
Other 0
Total deferred debits 0 0 0 0
Total assets 374,287 0 374,278 9
</TABLE>
<TABLE>
HADSON GAS SYSTEMS INC. Exhibit A
Consolidating Balance Sheet
CAPITAL AND LIABILITIES
December 31, 1996
<CAPTION>
Hadson
Gas
Totals Adj's Systems HESI
<S> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0
Notes payable 0
Accounts payable 290,115 290,115
Trimble County settlement 0
Dividends payable 0
Accrued taxes 0
Accrued interest 0
Intercompany accounts 1,686 2,112 (426)
Price risk management liabilities 52,429 52,429
Other (55) (55)
Total current liabilities 344,175 0 344,601 (426)
LONG-TERM DEBT:
First mortgage bonds 0
Unamortized premium 0
Total debt 0 0 0 0
DEFERRED CREDITS:
Accum deferred income taxes 0
ITC, in process of amortization 0
Acc prov for pensions 0
Cust advances for construction 0
Regulatory liability 0
Price risk management liabilities 3,774 3,774
Other 0
Total deferred credits 3,774 0 3,774 0
CUMULATIVE PREFERRED STOCK 0
CAPITALIZATION:
Common stock 0 0
Common stock expense 0
Additional paid-in capital 7,613 7,613
Unreal loss on marketable securities 0
Retained earnings 18,725 18,290 435
Total common equity 26,338 0 25,903 435
Total capital and liabilities 374,287 0 374,278 9
</TABLE>
<TABLE>
HADSON GAS SYSTEMS INC. Exhibit A
Consolidating Income Statement
Year Ended December 31, 1996
<CAPTION>
Hadson
Gas
Totals Adj's Systems HESI
<S> <C> <C> <C> <C>
REVENUES:
Electric utility 0
Gas utility 0
Energy marketing and trading 1,975,406 1,975,406
Other 0
Total revenues 1,975,406 0 1,975,406 0
COST OF REVENUES:
Fuel and power purchased 0
Gas supply expenses 0
Energy marketing and trading 1,947,272 1,947,272
Other 0
Total cost of revenues 1,947,272 0 1,947,272 0
Gross profit 28,134 0 28,134 0
OPERATING EXPENSES:
Operation and maintenance:
Utility 0
Non-utility 13,316 13,316
Depreciation and amortization 1,575 1,575
Non-recurring charges 0
Total operating expenses 14,891 0 14,891 0
Equity in earnings 0
OPERATING INCOME 13,243 0 13,243 0
Interco chargebacks (2,029) (2,029)
Other income and deductions 274 274
Interco int income (expense) 0
Interest expense and pfd dividends 0
INCOME BEFORE INCOME TAXES 11,488 0 11,488 0
Income taxes 0
NET INCOME 11,488 0 11,488 0
</TABLE>
<TABLE>
HADSON GAS SYSTEMS INC. Exhibit A
Consolidating Statement of
Retained Earnings
Year Ended December 31, 1996
<CAPTION>
Hadson
Gas
Totals Adj's Systems HESI
<S> <C> <C> <C> <C>
Beginning retained earnings 7,237 6,802 435
Net income 11,488 0 11,488 0
Dividends 0
Other 0
Ending retained earnings 18,725 0 18,290 435
</TABLE>
<TABLE>
NuHPI Inc. Exhibit A
Consolidating Balance Sheet
ASSETS
December 31, 1996
<CAPTION>
Ultra- Hadson
power Power
NuHPI Energy Live
Totals Adj's Inc. Resrces Oak
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 0
Marketable securities 0
Accounts receivable (net) 0
Materials and supplies:
Fuel 0
Gas stored underground 0
Other 0
Price risk management assets 0
Prepayments and other 0
Total current assets 0 0 0 0 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 0
Investments in subsidiaries 0
Non-utility property and plant, net 0
Price risk management assets 0
Other 0
Total other prop and investments 0 0 0 0 0
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
DEFERRED DEBITS:
Regulatory assets 0
Goodwill, net 0
Other 0
Total deferred debits 0 0 0 0 0
Total assets 0 0 0 0 0
</TABLE>
<TABLE>
NuHPI Inc. Exhibit A
Consolidating Balance Sheet
CAPITAL AND LIABILITIES
December 31, 1996
<CAPTION>
Ultra- Hadson
power Power
NuHPI Energy Live
Totals Adj's Inc. Resrces Oak
<S> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0
Notes payable 0
Accounts payable 0
Trimble County settlement 0
Dividends payable 0
Accrued taxes 0
Accrued interest 0
Intercompany accounts 7,295 7,295
Price risk management liabilities 0
Other 0
Total current liabilities 7,295 0 7,295 0 0
LONG-TERM DEBT:
First mortgage bonds 0
Unamortized premium 0
Total debt 0 0 0 0 0
DEFERRED CREDITS:
Accum deferred income taxes 0
ITC, in process of amortization 0
Acc prov for pensions 0
Cust advances for construction 0
Regulatory liability 0
Price risk management liabilities 0
Other 0
Total deferred credits 0 0 0 0 0
CUMULATIVE PREFERRED STOCK 0
CAPITALIZATION:
Common stock 0
Common stock expense 0
Additional paid-in capital 0 0
Unreal loss on marketable securities 0
Retained earnings (7,295) (7,295)
Total common equity (7,295) 0 (7,295) 0 0
Total capital and liabilities 0 0 0 0 0
</TABLE>
<TABLE>
NuHPI Inc. Exhibit A
Consolidating Income Statement
Year Ended December 31, 1996
<CAPTION>
Ultra- Hadson
power Power
NuHPI Energy Live
Totals Adj's Inc. Resrces Oak
<S> <C> <C> <C> <C> <C>
REVENUES:
Electric utility 0
Gas utility 0
Energy marketing and trading 0
Other 0
Total revenues 0 0 0 0 0
COST OF REVENUES:
Fuel and power purchased 0
Gas supply expenses 0
Energy marketing and trading 0
Other 0
Total cost of revenues 0 0 0 0 0
Gross profit 0 0 0 0 0
OPERATING EXPENSES:
Operation and maintenance:
Utility 0
Non-utility 0
Depreciation and amortization 0
Non-recurring charges 0
Total operating expenses 0 0 0 0 0
Equity in earnings 0
OPERATING INCOME 0 0 0 0 0
Interco chargebacks 0
Other income and deductions 0
Interco int income (expense) 0
Interest expense and pfd dividends 0
INCOME BEFORE INCOME TAXES 0 0 0 0 0
Income taxes 0
NET INCOME 0 0 0 0 0
</TABLE>
<TABLE>
NuHPI Inc. Exhibit A
Consolidating Statement of
Retained Earnings
Year Ended December 31, 1996
<CAPTION>
Ultra- Hadson
power Power
NuHPI Energy Live
Totals Adj's Inc. Resrces Oak
<S> <C> <C> <C> <C> <C>
Beginning retained earnings (7,295) (7,295)
Net income 0 0 0 0 0
Dividends 0
Other 0
Ending retained earnings (7,295) 0 (7,295) 0 0
</TABLE>
<TABLE>
HD Energy Corp. Exhibit A
Consolidating Balance Sheet
ASSETS
December 31, 1996
<CAPTION>
HD Ultra- Ultra-
Energy Ultra- fuels systems NuHPI
Totals Adj's Corp. fuels 1 Inc. Int'l Inc.
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 0 0
Marketable securities 0 0
Accounts receivable (net) 0 0
Materials and supplies:
Fuel 0 0
Gas stored underground 0 0
Other 0 0
Price risk management assets 0 0
Prepayments and other 0 0
Total current assets 0 0 0 0 0 0 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 0 0
Investments in subsidiaries 0 0
Non-utility property and plant, net 0 0
Price risk management assets 0 0
Other 0 0
Total other prop and investments 0 0 0 0 0 0 0
UTILITY PLANT:
Electric 0 0
Gas 0 0
Common 0 0
Original cost 0 0 0 0 0 0 0
Acc depreciation 0 0
Net utility plant 0 0 0 0 0 0 0
DEFERRED DEBITS:
Regulatory assets 0 0
Goodwill, net 0 0
Other 0 0
Total deferred debits 0 0 0 0 0 0 0
Total assets 0 0 0 0 0 0 0
</TABLE>
<TABLE>
HD Energy Corp. Exhibit A
Consolidating Balance Sheet
CAPITAL AND LIABILITIES
December 31, 1996
<CAPTION>
HD Ultra- Ultra-
Energy Ultra- fuels systems NuHPI
Totals Adj's Corp. fuels 1 Inc. Int'l Inc.
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0 0
Notes payable 0 0
Accounts payable 0 0
Trimble County settlement 0 0
Dividends payable 0 0
Accrued taxes 0 0
Accrued interest 0 0
Intercompany accounts (1,643) (11,088) (2,190) (1) 4,591 (250) 7,295
Price risk management liabilities 0 0
Other 0 0
Total current liabilities (1,643) (11,088) (2,190) (1) 4,591 (250) 7,295
LONG-TERM DEBT:
First mortgage bonds 0 0
Unamortized premium 0 0
Total debt 0 0 0 0 0 0 0
DEFERRED CREDITS:
Accum deferred income taxes 0 0
ITC, in process of amortization 0 0
Acc prov for pensions 0 0
Cust advances for construction 0 0
Regulatory liability 0 0
Price risk management liabilities 0 0
Other 0 0
Total deferred credits 0 0 0 0 0 0 0
CUMULATIVE PREFERRED STOCK 0 0
CAPITALIZATION:
Common stock 0 (351) 1 100 250 0
Common stock expense 0 0
Additional paid-in capital (12,679) 4,643 (12,679) (4,643) 0
Unreal loss on marketable securities 0 0
Retained earnings 14,322 6,796 14,869 (48) (7,295)
Total common equity 1,643 11,088 2,190 1 (4,591) 250 (7,295)
Total capital and liabilities 0 0 0 0 0 0 0
</TABLE>
<TABLE>
HD Energy Corp. Exhibit A
Consolidating Income Statement
Year Ended December 31, 1996
<CAPTION>
HD Ultra- Ultra-
Energy Ultra- fuels systems NuHPI
Totals Adj's Corp. fuels 1 Inc. Int'l Inc.
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Electric utility 0 0
Gas utility 0 0
Energy marketing and trading 0 0
Other 0 0
Total revenues 0 0 0 0 0 0 0
COST OF REVENUES:
Fuel and power purchased 0 0
Gas supply expenses 0 0
Energy marketing and trading 0 0
Other 0 0
Total cost of revenues 0 0 0 0 0 0 0
Gross profit 0 0 0 0 0 0 0
OPERATING EXPENSES:
Operation and maintenance:
Utility 0 0
Non-utility 0 0
Depreciation and amortization 0 0
Non-recurring charges 0 0
Total operating expenses 0 0 0 0 0 0 0
Equity in earnings 0 0
OPERATING INCOME 0 0 0 0 0 0 0
Interco chargebacks 0 0
Other income and deductions 0 0
Interco int income (expense) 0 0
Interest expense and pfd dividends 0 0
INCOME BEFORE INCOME TAXES 0 0 0 0 0 0 0
Income taxes 0 0
NET INCOME 0 0 0 0 0 0 0
</TABLE>
<TABLE>
HD Energy Corp. Exhibit A
Consolidating Statement of
Retained Earnings
Year Ended December 31, 1996
<CAPTION>
HD Ultra- Ultra-
Energy Ultra- fuels systems NuHPI
Totals Adj's Corp. fuels 1 Inc. Int'l Inc.
<S> <C> <C> <C> <C> <C> <C> <C>
Beginning retained earnings 14,322 6,796 14,869 (48) (7,295)
Net income 0 0 0 0 0 0 0
Dividends 0 0
Other 0 0
Ending retained earnings 14,322 6,796 14,869 0 (48) 0 (7,295)
</TABLE>
<TABLE>
LG&E ENERGY SYSTEMS INC. Exhibit A
Consolidating Balance Sheet - Part 1
ASSETS
December 31, 1996
<CAPTION>
LG&E LG&E
LG&E Energy Inter- Totals
Power Systems national From
Cons Adj's Inc. Inc. Inc. Part 2
<S> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 24,895 439 8,405 16,024 0 27
Marketable securities 2,220 (439) 0 2,659 0 0
Accounts receivable (net) 62,241 60,114 2,132 (5)
Materials and supplies:
Fuel 0 0 0 0
Gas stored underground 0 0 0 0
Other 0 0 0 0
Price risk management assets 25,060 25,060 0 0
Prepayments and other 333 251 63 19
Total current assets 114,749 0 93,830 18,683 2,195 41
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 126,099 103,448 22,651 0
Investments in subsidiaries 0 (138,692) 0 138,692 0 0
Non-utility property and plant, net 2,708 2,645 0 63
Price risk management assets 27,825 27,825 0 0
Other 10,019 10,019 0 0
Total other prop and investments 166,651 (138,692) 143,937 138,692 22,651 63
UTILITY PLANT:
Electric 0 0 0 0
Gas 0 0 0 0
Common 0 0 0 0
Original cost 0 0 0 0 0 0
Acc depreciation 0 0 0 0
Net utility plant 0 0 0 0 0 0
DEFERRED DEBITS:
Regulatory assets 0 0 0 0
Goodwill, net 14,077 14,077 0 0
Other 5,683 3,245 2,438 0
Total deferred debits 19,760 0 17,322 0 2,438 0
Total assets 301,160 (138,692) 255,089 157,375 27,284 104
</TABLE>
<TABLE>
LG&E ENERGY SYSTEMS INC. Exhibit A
Consolidating Balance Sheet - Part 1
CAPITAL AND LIABILITIES
December 31, 1996
<CAPTION>
LG&E LG&E
LG&E Energy Inter- Totals
Power Systems national From
Cons Adj's Inc. Inc. Inc. Part 2
<S> <C> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0 0 0 0
Notes payable 47,000 0 47,000 0 0
Accounts payable 63,527 63,482 16 29 0
Trimble County settlement 0 0 0 0
Dividends payable 0 0 0 0
Accrued taxes (1,576) (2,313) 1,193 (380) (76)
Accrued interest 19 0 19 0 0
Intercompany accounts (49,268) (26,119) (28,428) 4,232 1,047
Price risk management liabilities 22,128 22,128 0 0
Other 7,085 6,718 81 0 286
Total current liabilities 88,915 0 63,896 19,881 3,881 1,257
LONG-TERM DEBT:
First mortgage bonds 0 0 0 0
Unamortized premium 0 0 0 0
Total debt 0 0 0 0 0 0
DEFERRED CREDITS:
Accum deferred income taxes 28,109 27,117 364 632 (4)
ITC, in process of amortization 0 0 0 0
Acc prov for pensions 0 0 0 0
Cust advances for construction 0 0 0 0
Regulatory liability 0 0 0 0
Price risk management liabilities 10,494 10,494 0 0
Other 36,510 36,510 0 0
Total deferred credits 75,113 0 74,121 364 632 (4)
CUMULATIVE PREFERRED STOCK 0 0 0 0
CAPITALIZATION:
Common stock 1 0 1 0 0
Common stock expense 0 0 0 0
Additional paid-in capital 80,000 (85,496) 61,034 80,000 24,462 0
Unreal loss on marketable securities 643 0 643 0 0
Retained earnings 56,488 (53,196) 56,038 56,486 (1,691) (1,149)
Total common equity 137,132 (138,692) 117,072 137,130 22,771 (1,149)
Total capital and liabilities 301,160 (138,692) 255,089 157,375 27,284 104
</TABLE>
<TABLE>
LG&E ENERGY SYSTEMS INC. Exhibit A
Consolidating Income Statement - Part 1
Year Ended December 31, 1996
<CAPTION>
LG&E LG&E
LG&E Energy Inter- Totals
Power Systems national From
Cons Adj's Inc. Inc. Inc. Part 2
<S> <C> <C> <C> <C> <C> <C>
REVENUES:
Electric utility 0 0 0 0
Gas utility 0 0 0 0
Energy marketing and trading 352,307 352,307 0 0
Other 30,946 29,889 0 1,057
Total revenues 383,253 0 382,196 0 0 1,057
COST OF REVENUES:
Fuel and power purchased 0 0 0 0
Gas supply expenses 0 0 0 0
Energy marketing and trading 327,252 327,252 0 0
Other 13,556 12,731 0 825
Total cost of revenues 340,808 0 339,983 0 0 825
Gross profit 42,445 0 42,213 0 0 232
OPERATING EXPENSES:
Operation and maintenance:
Utility 0 0 0 0
Non-utility 24,365 20,759 (109) 1,680 2,035
Depreciation and amortization 2,306 2,121 174 11
Non-recurring charges 0 0 0 0
Total operating expenses 26,671 0 22,880 (109) 1,854 2,046
Equity in earnings 18,818 (21,497) 17,563 21,497 1,255 0
OPERATING INCOME 34,592 (21,497) 36,896 21,606 (599) (1,814)
Interco chargebacks 0 (1,900) 1,900 0 0
Other income and deductions 2,176 1,209 808 28 131
Interco int income (expense) 2,610 76 2,534 0 0
Interest expense and pfd dividends 5,152 0 5,083 69 0
INCOME BEFORE INCOME TAXES 34,226 (21,497) 36,281 21,765 (640) (1,683)
Income taxes 9,094 13,291 (3,367) (213) (617)
NET INCOME 25,132 (21,497) 22,990 25,132 (427) (1,066)
</TABLE>
<TABLE>
LG&E ENERGY SYSTEMS INC. Exhibit A
Consolidating Statement of
Retained Earnings - Part 1
Year Ended December 31, 1996
<CAPTION>
LG&E LG&E
LG&E Energy Inter- Totals
Power Systems national From
Cons Adj's Inc. Inc. Inc. Part 2
<S> <C> <C> <C> <C> <C> <C>
Beginning retained earnings 31,356 (56,699) 33,048 31,890 (1,264) 24,381
Net income 25,132 (21,497) 22,990 25,132 (427) (1,066)
Dividends 0 24,464 0 0 (24,464)
Other 0 536 0 (536) 0 0
Ending retained earnings 56,488 (53,196) 56,038 56,486 (1,691) (1,149)
</TABLE>
<TABLE>
LG&E ENERGY SYSTEMS INC. Exhibit A
Consolidating Balance Sheet - Part 2
ASSETS
December 31, 1996
<CAPTION>
LG&E Home
Enertech Services
Totals Inc. Inc. LNGCG LNGCL
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 27 13 14
Marketable securities 0
Accounts receivable (net) (5) (5)
Materials and supplies:
Fuel 0
Gas stored underground 0
Other 0
Price risk management assets 0
Prepayments and other 19 6 13
Total current assets 41 19 22 0 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 0
Investments in subsidiaries 0
Non-utility property and plant, net 63 32 31
Price risk management assets 0
Other 0
Total other prop and investments 63 32 31 0 0
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
DEFERRED DEBITS:
Regulatory assets 0
Goodwill, net 0
Other 0
Total deferred debits 0 0 0 0 0
Total assets 104 51 53 0 0
</TABLE>
<TABLE>
LG&E ENERGY SYSTEMS INC. Exhibit A
Consolidating Balance Sheet - Part 2
CAPITAL AND LIABILITIES
December 31, 1996
<CAPTION>
LG&E Home
Enertech Services
Totals Inc. Inc. LNGCG LNGCL
<S> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0
Notes payable 0
Accounts payable 0
Trimble County settlement 0
Dividends payable 0
Accrued taxes (76) (67) (9)
Accrued interest 0
Intercompany accounts 1,047 414 633
Price risk management liabilities 0
Other 286 57 229
Total current liabilities 1,257 404 853 0 0
LONG-TERM DEBT:
First mortgage bonds 0
Unamortized premium 0
Total debt 0 0 0 0 0
DEFERRED CREDITS:
Accum deferred income taxes (4) (4)
ITC, in process of amortization 0
Acc prov for pensions 0
Cust advances for construction 0
Regulatory liability 0
Price risk management liabilities 0
Other 0
Total deferred credits (4) 0 (4) 0 0
CUMULATIVE PREFERRED STOCK 0
CAPITALIZATION:
Common stock 0
Common stock expense 0
Additional paid-in capital 0
Unreal loss on marketable securities 0
Retained earnings (1,149) (353) (796)
Total common equity (1,149) (353) (796) 0 0
Total capital and liabilities 104 51 53 0 0
</TABLE>
<TABLE>
LG&E ENERGY SYSTEMS INC. Exhibit A
Consolidating Income Statement - Part 2
Year Ended December 31, 1996
<CAPTION>
LG&E Home
Enertech Services
Totals Inc. Inc. LNGCG LNGCL
<S> <C> <C> <C> <C> <C>
REVENUES:
Electric utility 0
Gas utility 0
Energy marketing and trading 0
Other 1,057 537 520
Total revenues 1,057 537 520 0 0
COST OF REVENUES:
Fuel and power purchased 0
Gas supply expenses 0
Energy marketing and trading 0
Other 825 524 301
Total cost of revenues 825 524 301 0 0
Gross profit 232 13 219 0 0
OPERATING EXPENSES:
Operation and maintenance:
Utility 0
Non-utility 2,035 549 1,438 5 43
Depreciation and amortization 11 7 4
Non-recurring charges 0
Total operating expenses 2,046 556 1,442 5 43
Equity in earnings 0
OPERATING INCOME (1,814) (543) (1,223) (5) (43)
Interco chargebacks 0
Other income and deductions 131 131
Interco int income (expense) 0
Interest expense and pfd dividends 0
INCOME BEFORE INCOME TAXES (1,683) (543) (1,223) (5) 88
Income taxes (617) (190) (427)
NET INCOME (1,066) (353) (796) (5) 88
</TABLE>
<TABLE>
LG&E ENERGY SYSTEMS INC. Exhibit A
Consolidating Statement of
Retained Earnings - Part 2
Year Ended December 31, 1996
<CAPTION>
LG&E Home
Enertech Services
Totals Inc. Inc. LNGCG LNGCL
<S> <C> <C> <C> <C> <C>
Beginning retained earnings 24,381 590 23,791
Net income (1,066) (353) (796) (5) 88
Dividends (24,464) (585) (23,879)
Other 0
Ending retained earnings (1,149) (353) (796) 0 0
</TABLE>
<TABLE>
LG&E INTERNATIONAL INC. Exhibit A
Consolidating Balance Sheet
ASSETS
December 31, 1996
<CAPTION>
(EWG) (EWG)
LG&E LG&E LG&E LG&E
Inter- LG&E Power Power Power Ar-
national Mendoza LPI Ven- Finance Spain gentina
Totals Adj's Inc. Services ezuela I Inc. Inc. I, Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 0
Marketable securities 0
Accounts receivable (net) 2,132 2,132
Materials and supplies:
Fuel 0
Gas stored underground 0
Other 0
Price risk management assets 0
Prepayments and other 63 63
Total current assets 2,195 0 0 0 0 2,132 0 63
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 22,651 4,453 18,198
Investments in subsidiaries 0 (25,245) 25,245
Non-utility property and plant, net 0
Price risk management assets 0
Other 0
Total other prop and investments 22,651 (25,245) 25,245 0 0 0 4,453 18,198
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
DEFERRED DEBITS:
Regulatory assets 0
Goodwill, net 0
Other 2,438 2,438
Total deferred debits 2,438 0 0 0 0 0 0 2,438
Total assets 27,284 (25,245) 25,245 0 0 2,132 4,453 20,699
</TABLE>
<TABLE>
LG&E INTERNATIONAL INC. Exhibit A
Consolidating Balance Sheet
CAPITAL AND LIABILITIES
December 31, 1996
<CAPTION>
(EWG) (EWG)
LG&E LG&E LG&E LG&E
Inter- LG&E Power Power Power Ar-
national Mendoza LPI Ven- Finance Spain gentina
Totals Adj's Inc. Services ezuela I Inc. Inc. I, Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0
Notes payable 0
Accounts payable 29 5 2 22
Trimble County settlement 0
Dividends payable 0
Accrued taxes (380) 152 (34) (80) (418)
Accrued interest 0
Intercompany accounts 4,232 2,377 2 2,230 250 (627)
Price risk management liabilities 0
Other 0
Total current liabilities 3,881 0 2,534 2 0 2,196 172 (1,023)
LONG-TERM DEBT:
First mortgage bonds 0
Unamortized premium 0
Total debt 0 0 0 0 0 0 0 0
DEFERRED CREDITS:
Accum deferred income taxes 632 (62) (75) 769
ITC, in process of amortization 0
Acc prov for pensions 0
Cust advances for construction 0
Regulatory liability 0
Price risk management liabilities 0
Other 0
Total deferred credits 632 0 (62) 0 0 0 (75) 769
CUMULATIVE PREFERRED STOCK 0
CAPITALIZATION:
Common stock 0
Common stock expense 0
Additional paid-in capital 24,462 (24,462) 24,462 4,500 19,962
Unreal loss on marketable securities 0
Retained earnings (1,691) (783) (1,689) (2) (64) (144) 991
Total common equity 22,771 (25,245) 22,773 (2) 0 (64) 4,356 20,953
Total capital and liabilities 27,284 (25,245) 25,245 0 0 2,132 4,453 20,699
</TABLE>
<TABLE>
LG&E INTERNATIONAL INC. Exhibit A
Consolidating Income Statement
Year Ended December 31, 1996
<CAPTION>
(EWG) (EWG)
LG&E LG&E LG&E LG&E
Inter- LG&E Power Power Power Ar-
national Mendoza LPI Ven- Finance Spain gentina
Totals Adj's Inc. Services ezuela I Inc. Inc. I, Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Electric utility 0
Gas utility 0
Energy marketing and trading 0
Other 0
Total revenues 0 0 0 0 0 0 0 0
COST OF REVENUES:
Fuel and power purchased 0
Gas supply expenses 0
Energy marketing and trading 0
Other 0
Total cost of revenues 0 0 0 0 0 0 0 0
Gross profit 0 0 0 0 0 0 0 0
OPERATING EXPENSES:
Operation and maintenance:
Utility 0
Non-utility 1,680 1,433 122 8 117
Depreciation and amortization 174 174
Non-recurring charges 0
Total operating expenses 1,854 0 1,433 0 0 122 8 291
Equity in earnings 1,255 (504) 504 362 893
OPERATING INCOME (599) (504) (929) 0 0 (122) 354 602
Interco chargebacks 0
Other income and deductions 28 24 4
Interco int income (expense) 0
Interest expense and pfd dividends 69 69
INCOME BEFORE INCOME TAXES (640) (504) (929) 0 0 (98) 354 537
Income taxes (213) (502) (34) 124 199
NET INCOME (427) (504) (427) 0 0 (64) 230 338
</TABLE>
<TABLE>
LG&E INTERNATIONAL INC. Exhibit A
Consolidating Statement of
Retained Earnings
Year Ended December 31, 1996
<CAPTION>
(EWG) (EWG)
LG&E LG&E LG&E LG&E
Inter- LG&E Power Power Power Ar-
national Mendoza LPI Ven- Finance Spain gentina
Totals Adj's Inc. Services ezuela I Inc. Inc. I, Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning retained earnings (1,264) (1,541) (2) (374) 653
Net income (427) (504) (427) 0 0 (64) 230 338
Dividends 0
Other 0 (279) 279
Ending retained earnings (1,691) (783) (1,689) (2) 0 (64) (144) 991
</TABLE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Balance Sheet - Part 1
ASSETS
December 31, 1996
<CAPTION>
(EWG)
LG&E Ultra- LG&E
Power systems Power LG&E Totals
Engr & Const Co Oper Power From
Totals Adj's Const Co, Inc Services Inc. Part 2
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 8,405 25 4 17 8,359
Marketable securities 0 0 0
Accounts receivable (net) 60,114 132 2,889 175 56,918
Materials and supplies:
Fuel 0 0 0
Gas stored underground 0 0 0
Other 0 0 0
Price risk management assets 25,060 0 25,060
Prepayments and other 251 0 401 (150)
Total current assets 93,830 0 157 0 2,893 593 90,187
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 103,448 0 103,448
Investments in subsidiaries 0 (146,549) 0 141,158 5,391
Non-utility property and plant, net 2,645 0 72 442 2,131
Price risk management assets 27,825 0 27,825
Other 10,019 0 10,019 0
Total other prop and investments 143,937 (146,549) 0 0 10,091 141,600 138,795
UTILITY PLANT:
Electric 0 0 0
Gas 0 0 0
Common 0 0 0
Original cost 0 0 0 0 0 0 0
Acc depreciation 0 0 0
Net utility plant 0 0 0 0 0 0 0
DEFERRED DEBITS:
Regulatory assets 0 0 0
Goodwill, net 14,077 0 14,077
Other 3,245 0 11 150 3,084
Total deferred debits 17,322 0 0 0 11 150 17,161
Total assets 255,089 (146,549) 157 0 12,995 142,343 246,143
</TABLE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Balance Sheet - Part 1
CAPITAL AND LIABILITIES
December 31, 1996
<CAPTION>
(EWG)
LG&E Ultra- LG&E
Power systems Power LG&E Totals
Engr & Const Co Oper Power From
Totals Adj's Const Co, Inc Services Inc. Part 2
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0 0 0
Notes payable 0 0 0
Accounts payable 63,482 124 658 1,646 61,054
Trimble County settlement 0 0 0
Dividends payable 0 0 0
Accrued taxes (2,313) (3,617) 1,409 (155) 50
Accrued interest 0 0 0
Intercompany accounts (26,119) (3,648) (566) 5,340 (37,414) 10,169
Price risk management liabilities 22,128 0 22,128
Other 6,718 1,410 1,084 1,002 3,222
Total current liabilities 63,896 0 (5,731) (566) 8,491 (34,921) 96,623
LONG-TERM DEBT:
First mortgage bonds 0 0 0
Unamortized premium 0 0 0
Total debt 0 0 0 0 0 0 0
DEFERRED CREDITS:
Accum deferred income taxes 27,117 (9,015) 158 (804) (4,053) 40,831
ITC, in process of amortization 0 0 0
Acc prov for pensions 0 0 0
Cust advances for construction 0 0 0
Regulatory liability 0 0 0
Price risk management liabilities 10,494 0 10,494
Other 36,510 3,854 550 254 31,852
Total deferred credits 74,121 0 (5,161) 158 (254) (3,799) 83,177
CUMULATIVE PREFERRED STOCK 0 0 0
CAPITALIZATION:
Common stock 0 (304) 112 186 2 4
Common stock expense 0 0 0
Additional paid-in capital 61,034 (17,291) 0 61,034 17,291
Unreal loss on marketable securities 0 0 0
Retained earnings 56,038 (128,954) 10,937 222 4,756 120,029 49,048
Total common equity 117,072 (146,549) 11,049 408 4,758 181,063 66,343
Total capital and liabilities 255,089 (146,549) 157 0 12,995 142,343 246,143
</TABLE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Income Statement - Part 1
Year Ended December 31, 1996
<CAPTION>
(EWG)
LG&E Ultra- LG&E
Power systems Power LG&E Totals
Engr & Const Co Oper Power From
Totals Adj's Const Co, Inc Services Inc. Part 2
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Electric utility 0 0 0
Gas utility 0 0 0
Energy marketing and trading 352,307 0 352,307
Other 29,889 483 14,598 14,808
Total revenues 382,196 0 483 0 14,598 0 367,115
COST OF REVENUES:
Fuel and power purchased 0 0 0
Gas supply expenses 0 0 0
Energy marketing and trading 327,252 0 327,252
Other 12,731 501 11,014 1,216
Total cost of revenues 339,983 0 501 0 11,014 0 328,468
Gross profit 42,213 0 (18) 0 3,584 0 38,647
OPERATING EXPENSES:
Operation and maintenance:
Utility 0 0 0
Non-utility 20,759 25 966 4,480 15,288
Depreciation and amortization 2,121 0 502 286 1,333
Non-recurring charges 0 0 0
Total operating expenses 22,880 0 25 0 1,468 4,766 16,621
Equity in earnings 17,563 (50,283) 0 50,283 17,563
OPERATING INCOME 36,896 (50,283) (43) 0 2,116 45,517 39,589
Interco chargebacks (1,900) 0 (1,026) (874)
Other income and deductions 1,209 25 380 209 595
Interco int income (expense) 76 0 76 0
Interest expense and pfd dividends 0 0 0
INCOME BEFORE INCOME TAXES 36,281 (50,283) (18) 380 2,116 44,776 39,310
Income taxes 13,291 (6) 158 883 (2,281) 14,537
NET INCOME 22,990 (50,283) (12) 222 1,233 47,057 24,773
</TABLE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Statement of
Retained Earnings - Part 1
Year Ended December 31, 1996
<CAPTION>
(EWG)
LG&E Ultra- LG&E
Power systems Power LG&E Totals
Engr & Const Co Oper Power From
Totals Adj's Const Co, Inc Services Inc. Part 2
<S> <C> <C> <C> <C> <C> <C> <C>
Beginning retained earnings 33,048 10,949 3,523 (5,699) 24,275
Net income 22,990 (50,283) (12) 222 1,233 47,057 24,773
Dividends 0 0 0
Other 0 (78,671) 0 78,671 0
Ending retained earnings 56,038 (128,954) 10,937 222 4,756 120,029 49,048
</TABLE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Balance Sheet - Part 2
ASSETS
December 31, 1996
<CAPTION>
LG&E LG&E
Power Power LG&E
Oper- Develop- Power 15
Totals ations ment Inc.
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 8,359 0 8,359
Marketable securities 0 0 0
Accounts receivable (net) 56,918 695 56,223
Materials and supplies:
Fuel 0 0 0
Gas stored underground 0 0 0
Other 0 0 0
Price risk management assets 25,060 0 25,060
Prepayments and other (150) 0 (150)
Total current assets 90,187 695 89,492 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 103,448 93,396 0 10,052
Investments in subsidiaries 5,391 2,696 2,695
Non-utility property and plant, net 2,131 86 2,045
Price risk management assets 27,825 0 27,825
Other 0 0 0
Total other prop and investments 138,795 96,178 32,565 10,052
UTILITY PLANT:
Electric 0 0 0
Gas 0 0 0
Common 0 0 0
Original cost 0 0 0 0
Acc depreciation 0 0 0
Net utility plant 0 0 0 0
DEFERRED DEBITS:
Regulatory assets 0 0 0
Goodwill, net 14,077 14,077 0
Other 3,084 0 3,084
Total deferred debits 17,161 14,077 3,084 0
Total assets 246,143 110,950 125,141 10,052
</TABLE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Balance Sheet - Part 2
CAPITAL AND LIABILITIES
December 31, 1996
<CAPTION>
LG&E LG&E
Power Power LG&E
Oper- Develop- Power 15
Totals ations ment Inc.
<S> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0 0 0
Notes payable 0 0 0
Accounts payable 61,054 281 60,773
Trimble County settlement 0 0 0
Dividends payable 0 0 0
Accrued taxes 50 (1,313) 1,701 (338)
Accrued interest 0 0 0
Intercompany accounts 10,169 3,274 6,997 (102)
Price risk management liabilities 22,128 0 22,128
Other 3,222 327 2,895
Total current liabilities 96,623 2,569 94,494 (440)
LONG-TERM DEBT:
First mortgage bonds 0 0 0
Unamortized premium 0 0 0
Total debt 0 0 0 0
DEFERRED CREDITS:
Accum deferred income taxes 40,831 32,623 5,832 2,376
ITC, in process of amortization 0 0 0
Acc prov for pensions 0 0 0
Cust advances for construction 0 0 0
Regulatory liability 0 0 0
Price risk management liabilities 10,494 0 10,494
Other 31,852 28,800 3,052
Total deferred credits 83,177 61,423 19,378 2,376
CUMULATIVE PREFERRED STOCK 0 0 0
CAPITALIZATION:
Common stock 4 4 0
Common stock expense 0 0 0
Additional paid-in capital 17,291 9,205 2,695 5,391
Unreal loss on marketable securities 0 0 0
Retained earnings 49,048 37,749 8,574 2,725
Total common equity 66,343 46,958 11,269 8,116
Total capital and liabilities 246,143 110,950 125,141 10,052
</TABLE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Income Statement - Part 2
Year Ended December 31, 1996
<CAPTION>
LG&E LG&E
Power Power LG&E
Oper- Develop- Power 15
Totals ations ment Inc.
<S> <C> <C> <C> <C>
REVENUES:
Electric utility 0 0 0
Gas utility 0 0 0
Energy marketing and trading 352,307 0 352,307
Other 14,808 3,358 11,450
Total revenues 367,115 3,358 363,757 0
COST OF REVENUES:
Fuel and power purchased 0 0 0
Gas supply expenses 0 0 0
Energy marketing and trading 327,252 0 327,252
Other 1,216 1,216 0
Total cost of revenues 328,468 1,216 327,252 0
Gross profit 38,647 2,142 36,505 0
OPERATING EXPENSES:
Operation and maintenance:
Utility 0 0 0
Non-utility 15,288 5,027 10,062 199
Depreciation and amortization 1,333 449 884
Non-recurring charges 0 0 0
Total operating expenses 16,621 5,476 10,946 199
Equity in earnings 17,563 14,552 0 3,011
OPERATING INCOME 39,589 11,218 25,559 2,812
Interco chargebacks (874) (874) 0
Other income and deductions 595 218 377
Interco int income (expense) 0 0 0
Interest expense and pfd dividends 0 0 0
INCOME BEFORE INCOME TAXES 39,310 10,562 25,936 2,812
Income taxes 14,537 2,551 10,819 1,167
NET INCOME 24,773 8,011 15,117 1,645
</TABLE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Statement of
Retained Earnings - Part 2
Year Ended December 31, 1996
<CAPTION>
LG&E LG&E
Power Power LG&E
Oper- Develop- Power 15
Totals ations ment Inc.
<S> <C> <C> <C> <C>
Beginning retained earnings 24,275 29,738 (6,543) 1,080
Net income 24,773 8,011 15,117 1,645
Dividends 0 0 0
Other 0 0 0
Ending retained earnings 49,048 37,749 8,574 2,725
</TABLE>
<TABLE>
LG&E POWER DEVELOPMENT Exhibit A
Consolidating Balance Sheet
ASSETS
December 31, 1996
<CAPTION>
(EWG)
LG&E LG&E
Power Power
Develop- Market-
Totals Adj's ment ing Inc
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 8,359 1 8,358
Marketable securities 0
Accounts receivable (net) 56,223 28 56,195
Materials and supplies:
Fuel 0
Gas stored underground 0
Other 0
Price risk management assets 25,060 25,060
Prepayments and other (150) (150)
Total current assets 89,492 0 29 89,463
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 0
Investments in subsidiaries 2,695 (11,585) 11,585 2,695
Non-utility property and plant, net 2,045 370 1,675
Price risk management assets 27,825 27,825
Other 0
Total other prop and investments 32,565 (11,585) 11,955 32,195
UTILITY PLANT:
Electric 0
Gas 0
Common 0
Original cost 0 0 0 0
Acc depreciation 0
Net utility plant 0 0 0 0
DEFERRED DEBITS:
Regulatory assets 0
Goodwill, net 0
Other 3,084 3,084
Total deferred debits 3,084 0 3,084 0
Total assets 125,141 (11,585) 15,068 121,658
</TABLE>
<TABLE>
LG&E POWER DEVELOPMENT Exhibit A
Consolidating Balance Sheet
CAPITAL AND LIABILITIES
December 31, 1996
<CAPTION>
(EWG)
LG&E LG&E
Power Power
Develop- Market-
Totals Adj's ment ing Inc
<S> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0
Notes payable 0
Accounts payable 60,773 1,176 59,597
Trimble County settlement 0
Dividends payable 0
Accrued taxes 1,701 1,392 309
Accrued interest 0
Intercompany accounts 6,997 457 6,540
Price risk management liabilities 22,128 22,128
Other 2,895 2,815 80
Total current liabilities 94,494 0 5,840 88,654
LONG-TERM DEBT:
First mortgage bonds 0
Unamortized premium 0
Total debt 0 0 0 0
DEFERRED CREDITS:
Accum deferred income taxes 5,832 (2,289) 8,121
ITC, in process of amortization 0
Acc prov for pensions 0
Cust advances for construction 0
Regulatory liability 0
Price risk management liabilities 10,494 10,494
Other 3,052 2,943 109
Total deferred credits 19,378 0 654 18,724
CUMULATIVE PREFERRED STOCK 0
CAPITALIZATION:
Common stock 0
Common stock expense 0
Additional paid-in capital 2,695 2,695
Unreal loss on marketable securities 0
Retained earnings 8,574 (11,585) 8,574 11,585
Total common equity 11,269 (11,585) 8,574 14,280
Total capital and liabilities 125,141 (11,585) 15,068 121,658
</TABLE>
<TABLE>
LG&E POWER DEVELOPMENT Exhibit A
Consolidating Income Statement
Year Ended December 31, 1996
<CAPTION>
(EWG)
LG&E LG&E
Power Power
Develop- Market-
Totals Adj's ment ing Inc
<S> <C> <C> <C> <C>
REVENUES:
Electric utility 0
Gas utility 0
Energy marketing and trading 352,307 352,307
Other 11,450 7,699 3,751
Total revenues 363,757 0 7,699 356,058
COST OF REVENUES:
Fuel and power purchased 0
Gas supply expenses 0
Energy marketing and trading 327,252 327,252
Other 0 0
Total cost of revenues 327,252 0 0 327,252
Gross profit 36,505 0 7,699 28,806
OPERATING EXPENSES:
Operation and maintenance:
Utility 0
Non-utility 10,062 2,351 7,711
Depreciation and amortization 884 200 684
Non-recurring charges 0
Total operating expenses 10,946 0 2,551 8,395
Equity in earnings 0 (11,897) 11,897
OPERATING INCOME 25,559 (11,897) 17,045 20,411
Interco chargebacks 0
Other income and deductions 377 363 14
Interco int income (expense) 0
Interest expense and pfd dividends 0
INCOME BEFORE INCOME TAXES 25,936 (11,897) 17,408 20,425
Income taxes 10,819 2,291 8,528
NET INCOME 15,117 (11,897) 15,117 11,897
</TABLE>
<TABLE>
LG&E POWER DEVELOPMENT Exhibit A
Consolidating Statement of
Retained Earnings
Year Ended December 31, 1996
<CAPTION>
(EWG)
LG&E LG&E
Power Power
Develop- Market-
Totals Adj's ment ing Inc
<S> <C> <C> <C> <C>
Beginning retained earnings (6,543) (6,231) (312)
Net income 15,117 (11,897) 15,117 11,897
Dividends 0
Other 0 312 (312)
Ending retained earnings 8,574 (11,585) 8,574 11,585
</TABLE>
<TABLE>
LG&E POWER ENGINEERS & CONSTRUCTORS Exhibit A
Consolidating Balance Sheet
ASSETS
December 31, 1996
<CAPTION>
LG&E LG&E
Power Power Ultra-
Engr & Const Clean,
Totals Adj's Const Inc. Inc.
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 25 25
Marketable securities 0
Accounts receivable (net) 132 132
Materials and supplies:
Fuel 0
Gas stored underground 0
Other 0
Price risk management assets 0
Prepayments and other 0
Total current assets 157 0 132 25 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 0
Investments in subsidiaries 0 (8,538) 8,538
Non-utility property and plant, net 0
Price risk management assets 0
Other 0
Total other prop and investments 0 (8,538) 8,538 0 0
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
DEFERRED DEBITS:
Regulatory assets 0
Goodwill, net 0
Other 0
Total deferred debits 0 0 0 0 0
Total assets 157 (8,538) 8,670 25 0
</TABLE>
<TABLE>
LG&E POWER ENGINEERS & CONSTRUCTORS Exhibit A
Consolidating Balance Sheet
CAPITAL AND LIABILITIES
December 31, 1996
<CAPTION>
LG&E LG&E
Power Power Ultra-
Engr & Const Clean,
Totals Adj's Const Inc. Inc.
<S> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0
Notes payable 0
Accounts payable 124 107 17
Trimble County settlement 0
Dividends payable 0
Accrued taxes (3,617) (1,932) (1,685)
Accrued interest 0
Intercompany accounts (3,648) (972) (2,663) (13)
Price risk management liabilities 0
Other 1,410 1,167 243
Total current liabilities (5,731) 0 (1,630) (4,088) (13)
LONG-TERM DEBT:
First mortgage bonds 0
Unamortized premium 0
Total debt 0 0 0 0 0
DEFERRED CREDITS:
Accum deferred income taxes (9,015) (4,604) (4,411)
ITC, in process of amortization 0
Acc prov for pensions 0
Cust advances for construction 0
Regulatory liability 0
Price risk management liabilities 0
Other 3,854 3,854
Total deferred credits (5,161) 0 (750) (4,411) 0
CUMULATIVE PREFERRED STOCK 0
CAPITALIZATION:
Common stock 112 (2) 112 2
Common stock expense 0
Additional paid-in capital 0
Unreal loss on marketable securities 0
Retained earnings 10,937 (8,536) 10,938 8,522 13
Total common equity 11,049 (8,538) 11,050 8,524 13
Total capital and liabilities 157 (8,538) 8,670 25 0
</TABLE>
<TABLE>
LG&E POWER ENGINEERS & CONSTRUCTORS Exhibit A
Consolidating Income Statement
Year Ended December 31, 1996
<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 utility 0
Gas utility 0
Energy marketing and trading 0
Other 483 (131) 546 68
Total revenues 483 (131) 546 68 0
COST OF REVENUES:
Fuel and power purchased 0
Gas supply expenses 0
Energy marketing and trading 0
Other 501 (131) 508 124
Total cost of revenues 501 (131) 508 124 0
Gross profit (18) 0 38 (56) 0
OPERATING EXPENSES:
Operation and maintenance:
Utility 0
Non-utility 25 (11) 36
Depreciation and amortization 0
Non-recurring charges 0
Total operating expenses 25 0 (11) 36 0
Equity in earnings 0 52 (52)
OPERATING INCOME (43) 52 (3) (92) 0
Interco chargebacks 0
Other income and deductions 25 22 3
Interco int income (expense) 0
Interest expense and pfd dividends 0
INCOME BEFORE INCOME TAXES (18) 52 19 (89) 0
Income taxes (6) 31 (37)
NET INCOME (12) 52 (12) (52) 0
</TABLE>
<TABLE>
LG&E POWER ENGINEERS & CONSTRUCTORS Exhibit A
Consolidating Statement of
Retained Earnings
Year Ended December 31, 1996
<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 10,949 2,362 8,574 13
Net income (12) 52 (12) (52) 0
Dividends 0
Other 0 (8,588) 8,588
Ending retained earnings 10,937 (8,536) 10,938 8,522 13
</TABLE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Balance Sheet - Part 1
ASSETS
December 31, 1996
<CAPTION>
LG&E (EWG)
Power LG&E LG&E LG&E Totals Totals
Oper- Power 5 Power 6 Power 11 From From
Totals Adj's ations Inc. Inc. Inc. Part 2 Part 3
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 0 0 0
Marketable securities 0 0 0
Accounts receivable (net) 695 695 0 0
Materials and supplies:
Fuel 0 0 0
Gas stored underground 0 0 0
Other 0 0 0
Price risk management assets 0 0 0
Prepayments and other 0 0 0
Total current assets 695 0 695 0 0 0 0 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 93,396 13,804 38,806 40,786
Investments in subsidiaries 2,696 (50,384) 53,080 0 0
Non-utility property and plant, net 86 86 0 0
Price risk management assets 0 0 0
Other 0 0 0
Total other prop and investments 96,178 (50,384) 53,166 0 0 13,804 38,806 40,786
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
DEFERRED DEBITS:
Regulatory assets 0 0 0
Goodwill, net 14,077 14,077 0 0
Other 0 0 0
Total deferred debits 14,077 0 14,077 0 0 0 0 0
Total assets 110,950 (50,384) 67,938 0 0 13,804 38,806 40,786
</TABLE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Balance Sheet - Part 1
CAPITAL AND LIABILITIES
December 31, 1996
<CAPTION>
LG&E (EWG)
Power LG&E LG&E LG&E Totals Totals
Oper- Power 5 Power 6 Power 11 From From
Totals Adj's ations Inc. Inc. Inc. Part 2 Part 3
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0 0 0
Notes payable 0 0 0
Accounts payable 281 281 0 0
Trimble County settlement 0 0 0
Dividends payable 0 0 0
Accrued taxes (1,313) (2,670) 5,763 5,575 (64) (10,169) 252
Accrued interest 0 0 0
Intercompany accounts 3,274 (12,993) (9,281) (9,333) 7,998 22,034 4,849
Price risk management liabilities 0 0 0
Other 327 327 0 0
Total current liabilities 2,569 0 (15,055) (3,518) (3,758) 7,934 11,865 5,101
LONG-TERM DEBT:
First mortgage bonds 0 0 0
Unamortized premium 0 0 0
Total debt 0 0 0 0 0 0 0 0
DEFERRED CREDITS:
Accum deferred income taxes 32,623 4,513 (1,398) (1,238) 3,421 14,251 13,074
ITC, in process of amortization 0 0 0
Acc prov for pensions 0 0 0
Cust advances for construction 0 0 0
Regulatory liability 0 0 0
Price risk management liabilities 0 0 0
Other 28,800 28,800 0 0
Total deferred credits 61,423 0 33,313 (1,398) (1,238) 3,421 14,251 13,074
CUMULATIVE PREFERRED STOCK 0 0 0
CAPITALIZATION:
Common stock 4 (5) 3 3 3 0 0
Common stock expense 0 0 0
Additional paid-in capital 9,205 (6,508) 9,204 0 6,509
Unreal loss on marketable securities 0 0 0
Retained earnings 37,749 (43,871) 40,473 4,913 4,993 2,449 12,690 16,102
Total common equity 46,958 (50,384) 49,680 4,916 4,996 2,449 12,690 22,611
Total capital and liabilities 110,950 (50,384) 67,938 0 0 13,804 38,806 40,786
</TABLE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Income Statement - Part 1
Year Ended December 31, 1996
<CAPTION>
LG&E (EWG)
Power LG&E LG&E LG&E Totals Totals
Oper- Power 5 Power 6 Power 11 From From
Totals Adj's ations Inc. Inc. Inc. Part 2 Part 3
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Electric utility 0 0 0
Gas utility 0 0 0
Energy marketing and trading 0 0 0
Other 3,358 3,230 0 128
Total revenues 3,358 0 3,230 0 0 0 0 128
COST OF REVENUES:
Fuel and power purchased 0 0 0
Gas supply expenses 0 0 0
Energy marketing and trading 0 0 0
Other 1,216 1,216 0 0
Total cost of revenues 1,216 0 1,216 0 0 0 0 0
Gross profit 2,142 0 2,014 0 0 0 0 128
OPERATING EXPENSES:
Operation and maintenance:
Utility 0 0 0
Non-utility 5,027 5,022 0 5
Depreciation and amortization 449 449 0 0
Non-recurring charges 0 0 0
Total operating expenses 5,476 0 5,471 0 0 0 0 5
Equity in earnings 14,552 (12,223) 12,223 296 346 1,307 2,530 10,073
OPERATING INCOME 11,218 (12,223) 8,766 296 346 1,307 2,530 10,196
Interco chargebacks (874) (874) 0 0
Other income and deductions 218 199 19 0
Interco int income (expense) 0 0 0
Interest expense and pfd dividends 0 0 0
INCOME BEFORE INCOME TAXES 10,562 (12,223) 8,091 296 346 1,307 2,549 10,196
Income taxes 2,551 (1,565) 123 143 543 (783) 4,090
NET INCOME 8,011 (12,223) 9,656 173 203 764 3,332 6,106
</TABLE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Statement of
Retained Earnings - Part 1
Year Ended December 31, 1996
<CAPTION>
LG&E (EWG)
Power LG&E LG&E LG&E Totals Totals
Oper- Power 5 Power 6 Power 11 From From
Totals Adj's ations Inc. Inc. Inc. Part 2 Part 3
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning retained earnings 29,738 (831) 4,740 4,790 1,685 9,358 9,996
Net income 8,011 (12,223) 9,656 173 203 764 3,332 6,106
Dividends 0 0 0
Other 0 (31,648) 31,648 0 0
Ending retained earnings 37,749 (43,871) 40,473 4,913 4,993 2,449 12,690 16,102
</TABLE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Balance Sheet - Part 2
ASSETS
December 31, 1996
<CAPTION>
(EWG) (EWG)
(EWG) (EWG) LG&E (EWG) LG&E
LG&E LG&E Power 21 LG&E LG&E LG&E Power 31
Power 12 Power 21 Wind Power 29 Power 30 Power 31 Wind
Totals Inc. Inc. Inc. Inc. Inc. Inc. Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 0
Marketable securities 0
Accounts receivable (net) 0
Materials and supplies:
Fuel 0
Gas stored underground 0
Other 0
Price risk management assets 0
Prepayments and other 0
Total current assets 0 0 0 0 0 0 0 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 38,806 11,044 453 22,313 42 4,954
Investments in subsidiaries 0
Non-utility property and plant, net 0
Price risk management assets 0
Other 0
Total other prop and investments 38,806 11,044 453 22,313 0 0 42 4,954
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
DEFERRED DEBITS:
Regulatory assets 0
Goodwill, net 0
Other 0
Total deferred debits 0 0 0 0 0 0 0 0
Total assets 38,806 11,044 453 22,313 0 0 42 4,954
</TABLE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Balance Sheet - Part 2
CAPITAL AND LIABILITIES
December 31, 1996
<CAPTION>
(EWG) (EWG)
(EWG) (EWG) LG&E (EWG) LG&E
LG&E LG&E Power 21 LG&E LG&E LG&E Power 31
Power 12 Power 21 Wind Power 29 Power 30 Power 31 Wind
Totals Inc. Inc. Inc. Inc. Inc. Inc. Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0
Notes payable 0
Accounts payable 0
Trimble County settlement 0
Dividends payable 0
Accrued taxes (10,169) 1,358 (203) (8,966) 16 (44) (2,330)
Accrued interest 0
Intercompany accounts 22,034 383 325 16,119 (176) 37 5,346
Price risk management liabilities 0
Other 0
Total current liabilities 11,865 1,741 122 7,153 (160) 0 (7) 3,016
LONG-TERM DEBT:
First mortgage bonds 0
Unamortized premium 0
Total debt 0 0 0 0 0 0 0 0
DEFERRED CREDITS:
Accum deferred income taxes 14,251 3,425 204 8,856 2 36 1,728
ITC, in process of amortization 0
Acc prov for pensions 0
Cust advances for construction 0
Regulatory liability 0
Price risk management liabilities 0
Other 0
Total deferred credits 14,251 3,425 204 8,856 2 0 36 1,728
CUMULATIVE PREFERRED STOCK 0
CAPITALIZATION:
Common stock 0
Common stock expense 0
Additional paid-in capital 0
Unreal loss on marketable securities 0
Retained earnings 12,690 5,878 127 6,304 158 13 210
Total common equity 12,690 5,878 127 6,304 158 0 13 210
Total capital and liabilities 38,806 11,044 453 22,313 0 0 42 4,954
</TABLE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Income Statement - Part 2
Year Ended December 31, 1996
<CAPTION>
(EWG) (EWG)
(EWG) (EWG) LG&E (EWG) LG&E
LG&E LG&E Power 21 LG&E LG&E LG&E Power 31
Power 12 Power 21 Wind Power 29 Power 30 Power 31 Wind
Totals Inc. Inc. Inc. Inc. Inc. Inc. Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Electric utility 0
Gas utility 0
Energy marketing and trading 0
Other 0
Total revenues 0 0 0 0 0 0 0 0
COST OF REVENUES:
Fuel and power purchased 0
Gas supply expenses 0
Energy marketing and trading 0
Other 0
Total cost of revenues 0 0 0 0 0 0 0 0
Gross profit 0 0 0 0 0 0 0 0
OPERATING EXPENSES:
Operation and maintenance:
Utility 0
Non-utility 0
Depreciation and amortization 0
Non-recurring charges 0
Total operating expenses 0 0 0 0 0 0 0 0
Equity in earnings 2,530 2,706 6 300 (11) (471)
OPERATING INCOME 2,530 2,706 6 300 0 0 (11) (471)
Interco chargebacks 0
Other income and deductions 19 19
Interco int income (expense) 0
Interest expense and pfd dividends 0
INCOME BEFORE INCOME TAXES 2,549 2,706 6 319 0 0 (11) (471)
Income taxes (783) 1,123 (27) (1,346) (12) (521)
NET INCOME 3,332 1,583 33 1,665 0 0 1 50
</TABLE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Statement of
Retained Earnings - Part 2
Year Ended December 31, 1996
<CAPTION>
(EWG) (EWG)
(EWG) (EWG) LG&E (EWG) LG&E
LG&E LG&E Power 21 LG&E LG&E LG&E Power 31
Power 12 Power 21 Wind Power 29 Power 30 Power 31 Wind
Totals Inc. Inc. Inc. Inc. Inc. Inc. Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning retained earnings 9,358 4,295 94 4,639 158 12 160
Net income 3,332 1,583 33 1,665 0 0 1 50
Dividends 0
Other 0
Ending retained earnings 12,690 5,878 127 6,304 158 0 13 210
</TABLE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Balance Sheet - Part 3
ASSETS
December 31, 1996
<CAPTION>
(EWG) (EWG) (EWG) (EWG)
(EWG) LG&E LG&E LG&E LG&E (EWG) LG&E
LG&E South- Alta- Hope- Erie LG&E Power
Power 13 ampton vista well Partners Power 16 Roanoke
Totals Inc. Inc. Inc. Inc. Inc. Inc. Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 0
Marketable securities 0
Accounts receivable (net) 0
Materials and supplies:
Fuel 0
Gas stored underground 0
Other 0
Price risk management assets 0
Prepayments and other 0
Total current assets 0 0 0 0 0 0 0 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 40,786 10,096 952 660 495 282 28,301
Investments in subsidiaries 0
Non-utility property and plant, net 0
Price risk management assets 0
Other 0
Total other prop and investments 40,786 10,096 952 660 495 0 282 28,301
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
DEFERRED DEBITS:
Regulatory assets 0
Goodwill, net 0
Other 0
Total deferred debits 0 0 0 0 0 0 0 0
Total assets 40,786 10,096 952 660 495 0 282 28,301
</TABLE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Balance Sheet - Part 3
CAPITAL AND LIABILITIES
December 31, 1996
<CAPTION>
(EWG) (EWG) (EWG) (EWG)
(EWG) LG&E LG&E LG&E LG&E (EWG) LG&E
LG&E South- Alta- Hope- Erie LG&E Power
Power 13 ampton vista well Partners Power 16 Roanoke
Totals Inc. Inc. Inc. Inc. Inc. Inc. Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0
Notes payable 0
Accounts payable 0
Trimble County settlement 0
Dividends payable 0
Accrued taxes 252 1,299 24 183 173 (601) (13) (813)
Accrued interest 0
Intercompany accounts 4,849 375 (248) (1,226) (974) 1,368 57 5,497
Price risk management liabilities 0
Other 0
Total current liabilities 5,101 1,674 (224) (1,043) (801) 767 44 4,684
LONG-TERM DEBT:
First mortgage bonds 0
Unamortized premium 0
Total debt 0 0 0 0 0 0 0 0
DEFERRED CREDITS:
Accum deferred income taxes 13,074 3,002 372 366 322 93 89 8,830
ITC, in process of amortization 0
Acc prov for pensions 0
Cust advances for construction 0
Regulatory liability 0
Price risk management liabilities 0
Other 0
Total deferred credits 13,074 3,002 372 366 322 93 89 8,830
CUMULATIVE PREFERRED STOCK 0
CAPITALIZATION:
Common stock 0
Common stock expense 0
Additional paid-in capital 6,509 65 6,444
Unreal loss on marketable securities 0
Retained earnings 16,102 5,420 804 1,337 974 (860) 84 8,343
Total common equity 22,611 5,420 804 1,337 974 (860) 149 14,787
Total capital and liabilities 40,786 10,096 952 660 495 0 282 28,301
</TABLE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Income Statement - Part 3
Year Ended December 31, 1996
<CAPTION>
(EWG) (EWG) (EWG) (EWG)
(EWG) LG&E LG&E LG&E LG&E (EWG) LG&E
LG&E South- Alta- Hope- Erie LG&E Power
Power 13 ampton vista well Partners Power 16 Roanoke
Totals Inc. Inc. Inc. Inc. Inc. Inc. Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Electric utility 0
Gas utility 0
Energy marketing and trading 0
Other 128 43 43 42
Total revenues 128 0 43 43 42 0 0 0
COST OF REVENUES:
Fuel and power purchased 0
Gas supply expenses 0
Energy marketing and trading 0
Other 0
Total cost of revenues 0 0 0 0 0 0 0 0
Gross profit 128 0 43 43 42 0 0 0
OPERATING EXPENSES:
Operation and maintenance:
Utility 0
Non-utility 5 5
Depreciation and amortization 0
Non-recurring charges 0
Total operating expenses 5 0 0 0 0 0 5 0
Equity in earnings 10,073 2,499 139 300 268 67 6,800
OPERATING INCOME 10,196 2,499 182 343 310 0 62 6,800
Interco chargebacks 0
Other income and deductions 0
Interco int income (expense) 0
Interest expense and pfd dividends 0
INCOME BEFORE INCOME TAXES 10,196 2,499 182 343 310 0 62 6,800
Income taxes 4,090 1,037 75 143 129 24 2,682
NET INCOME 6,106 1,462 107 200 181 0 38 4,118
</TABLE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Statement of
Retained Earnings - Part 3
Year Ended December 31, 1996
<CAPTION>
(EWG) (EWG) (EWG) (EWG)
(EWG) LG&E LG&E LG&E LG&E (EWG) LG&E
LG&E South- Alta- Hope- Erie LG&E Power
Power 13 ampton vista well Partners Power 16 Roanoke
Totals Inc. Inc. Inc. Inc. Inc. Inc. Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning retained earnings 9,996 3,958 697 1,137 793 (860) 46 4,225
Net income 6,106 1,462 107 200 181 0 38 4,118
Dividends 0
Other 0
Ending retained earnings 16,102 5,420 804 1,337 974 (860) 84 8,343
</TABLE>
<TABLE>
LG&E ENERGY CORP. Exhibit A
Equity-Method Investees
and Owners - Part 1
December 31, 1996
<CAPTION>
Equity-Method Investee Babcock- Babcock- San Mi- LG&E LG&E LG&E LG&E
U'power Ultra- K.W. guel De West- West- West- West-
West power Tarifa, Tucuman, moreland moreland moreland moreland
Enfield Jonesboro S.A. S.A. Ren'laer Altavista Altavista Hopewell
Owner LG&E LG&E LG&E
LG&E LG&E Power Power Ar- LG&E LG&E Alta- LG&E
Power 5 Power 6 Spain gentina Power 15 Power 12 vista Power 13
Inc. Inc. Inc. I, Inc. Inc. Inc. Inc. Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ownership interest 17% 17% 46% 33% 50% 45% 5% 45%
Ownership interest in $000s:
Assets 12 23 31,111 19,354 54,407 41,079 4,564 41,759
Revenue 0 0 3,897 7,160 23,957 10,587 1,176 10,346
Net income (loss) 196 246 362 892 3,126 2,863 318 2,610
</TABLE>
Amounts equal totals reported by investees times ownership
interest percents.
<TABLE>
LG&E ENERGY CORP. Exhibit A
Equity-Method Investees
and Owners - Part 2
December 31, 1996
<CAPTION>
Equity-Method Investee LG&E LG&E LG&E Wind- Wind- West- West- Wind-
West- West- West- power power moreland moreland power
moreland moreland moreland Partners Partners - LG&E - LG&E Partners
Hopewell S'hampton S'hampton 1993 1993 Partners Partners 1994
Owner LG&E LG&E LG&E LG&E
Hope- LG&E South- LG&E Power 21 Power LG&E LG&E
well Power 11 ampton Power 21 Wind Roanoke Power 16 Power 31
Inc. Inc. Inc. Inc. Inc. Inc. Inc. Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ownership interest 5% 45% 5% 1% 49% 49% 1% 1%
Ownership interest in $000s:
Assets 4,640 43,183 4,798 780 38,231 179,174 3,657 454
Revenue 1,150 10,561 1,173 129 6,340 49,774 1,016 39
Net income (loss) 290 1,506 167 11 522 7,218 147 (20)
</TABLE>
Amounts equal totals reported by investees times ownership
interest percents.
<TABLE>
LG&E ENERGY CORP. Exhibit A
Equity-Method Investees
and Owners - Part 3
December 31, 1996
<CAPTION>
Equity-Method Investee Wind-
power UC Oper-
Partners ating
1994 Services
Owner LG&E LG&E
Power 31 Power
Wind Oper
Inc. Services
<S> <C> <C>
Ownership interest 24% 50%
Ownership interest in $000s:
Assets 10,892 0
Revenue 935 0
Net income (loss) (484) 0
</TABLE>
Amounts equal totals reported by investees times ownership
interest percents.
LG&E ENERGY CORP. Exhibit B
Financial Data Schedule
December 31, 1996
The information required by Exhibit B is presented below. This information
is also included in Exhibit 27.
Total assets 3,011,892
Total operating revenues 3,589,465
Net income 104,003
LG&E POWER MARKETING INC. Exhibit C
System Affiliation
December 31, 1996
LG&E Energy Corp.
(Kentucky corporation)
|
---------------------------------|
| |
Louisville Gas and LG&E Energy Systems Inc.
Electric Company (Kentucky corporation)
(Kentucky corporation) |
|
LG&E Power Inc.
(Delaware corporation)
|
-----------------------|----------------------
| |
LG&E Power Operations Inc. LG&E Power Development Inc.
(California corporation) (California corporation)
| |
50% |
| LG&E Power Marketing Inc.
| (California corporation)
| |
| 50%
-------------- LG&E Power 15 Incorporated ----
(California corporation)
|
50%
|
LG&E-Westmoreland Rensselaer
(California general partnership)
LG&E POWER GENERATION, L.P. Exhibit C
System Affiliation
December 31, 1996
LG&E Energy Corp.
(Kentucky corporation)
|
---------------------------------|
| |
Louisville Gas and LG&E Energy Systems Inc.
Electric Company (Kentucky corporation)
(Kentucky corporation) |
|
LG&E Power Inc.
(Delaware corporation)
|
|
LG&E Power Operations Inc.
(California corporation)
|
-----------------------|--------------------------
| |
LG&E Power 23 LG&E Power Generation
Incorporated Limited Inc.
(California corporation) (California corporation)
(Dissolved) (Dissolved)
| |
-----------------------|--------------------------
|
LG&E Power Generation, L.P.
(California limited partnership)
(To be dissolved)
WESTMORELAND - LG&E PARTNERS Exhibit C
System Affiliation
December 31, 1996
LG&E Energy Corp.
(Kentucky corporation)
|
---------------------------------|
| |
Louisville Gas and LG&E Energy Systems Inc.
Electric Company (Kentucky corporation)
(Kentucky corporation) |
|
LG&E Power Inc.
(Delaware corporation)
|
|
LG&E Power Operations Inc.
(California corporation)
|
-----------------------|--------------------------
| |
LG&E Power 16 Incorporated LG&E Power Roanoke
(California corporation) Incorporated
| (California corporation)
| |
50% 50%
| |
-----------------------|--------------------------
|
LG&E - Roanoke Valley, L.P.
(California limited partnership)
|
50%
|
Westmoreland - LG&E Partners
(Virginia general partnership)
LG&E-WESTMORELAND RENSSELAER Exhibit C
System Affiliation
December 31, 1996
LG&E Energy Corp.
(Kentucky corporation)
|
---------------------------------|
| |
Louisville Gas and LG&E Energy Systems Inc.
Electric Company (Kentucky corporation)
(Kentucky corporation) |
|
LG&E Power Inc.
(Delaware corporation)
|
-----------------------|----------------------
| |
LG&E Power Operations Inc. LG&E Power Development Inc.
(California corporation) (California corporation)
| |
50% |
| LG&E Power Marketing Inc.
| (California corporation)
| |
| 50%
-------------- LG&E Power 15 Incorporated ----
(California corporation)
|
50%
|
LG&E-Westmoreland Rensselaer
(California general partnership)
LG&E-WESTMORELAND ALTAVISTA Exhibit C
System Affiliation
December 31, 1996
LG&E Energy Corp.
(Kentucky corporation)
|
---------------------------------|
| |
Louisville Gas and LG&E Energy Systems Inc.
Electric Company (Kentucky corporation)
(Kentucky corporation) |
|
LG&E Power Inc.
(Delaware corporation)
|
|
LG&E Power Operations Inc.
(California corporation)
|
-----------------------|----------------------
| |
LG&E Power 12 Incorporated LG&E Altavista Incorporated
(California corporation) (California corporation)
| |
| 20%
45% |
| LG&E Altavista L.P.
| (California limited
| partnership)
| |
| 25%
-------------- LG&E-Westmoreland Altavista ---
(California general
partnership)
LG&E-WESTMORELAND HOPEWELL Exhibit C
System Affiliation
December 31, 1996
LG&E Energy Corp.
(Kentucky corporation)
|
---------------------------------|
| |
Louisville Gas and LG&E Energy Systems Inc.
Electric Company (Kentucky corporation)
(Kentucky corporation) |
|
LG&E Power Inc.
(Delaware corporation)
|
|
LG&E Power Operations Inc.
(California corporation)
|
-----------------------|----------------------
| |
LG&E Power 13 Incorporated LG&E Hopewell Incorporated
(California corporation) (California corporation)
| |
| 20%
45% |
| LG&E Hopewell L.P.
| (California limited
| partnership)
| |
| 25%
-------------- LG&E-Westmoreland Hopewell ---
(California general
partnership)
LG&E-WESTMORELAND SOUTHAMPTON Exhibit C
System Affiliation
December 31, 1996
LG&E Energy Corp.
(Kentucky corporation)
|
---------------------------------|
| |
Louisville Gas and LG&E Energy Systems Inc.
Electric Company (Kentucky corporation)
(Kentucky corporation) |
|
LG&E Power Inc.
(Delaware corporation)
|
|
LG&E Power Operations Inc.
(California corporation)
|
-----------------------|----------------------
| |
LG&E Power 11 Incorporated LG&E Southampton Incorporated
(California corporation) (California corporation)
| |
| 20%
45% |
| LG&E Southampton L.P.
| (California limited
| partnership)
| |
| 25%
-------------- LG&E-Westmoreland Southampton -
(California general
partnership)
K.W. TARIFA, S.A. Exhibit C
System Affiliation
December 31, 1996
LG&E Energy Corp.
(Kentucky corporation)
|
---------------------------------|
| |
Louisville Gas and LG&E Energy Systems Inc.
Electric Company (Kentucky corporation)
(Kentucky corporation) |
|
LG&E International Inc.
(Delaware corporation)
|
|
LG&E Power Spain Inc.
(Delaware corporation)
|
44%
|
K.W. Tarifa, S.A.
(Spanish sociedad anomina)
CENTRAL TERMICA SAN MIGUEL Exhibit C
DE TUCUMAN, S.A.
System Affiliation
December 31, 1996
LG&E Energy Corp.
(Kentucky corporation)
|
---------------------------------|
| |
Louisville Gas and LG&E Energy Systems Inc.
Electric Company (Kentucky corporation)
(Kentucky corporation) |
|
LG&E International Inc.
(Delaware corporation)
|
|
LG&E Power Argentina I, Inc.
(Delaware corporation)
|
33%
|
Central Termica San Miguel De Tucuman, S.A.
(Argentinian sociedad anomina)
LG&E POWER OPERATING SERVICES INC. Exhibit C
System Affiliation
December 31, 1996
LG&E Energy Corp.
(Kentucky Corporation)
|
---------------------------------|
| |
Louisville Gas and LG&E Energy Systems Inc.
Electric Company (Kentucky corporation)
(Kentucky corporation) |
|
LG&E Power Inc.
(Delaware corporation)
|
|
LG&E Power Operating
Services Inc.
(California corporation)
Windpower Partners 1993 L.P. Exhibit C
System Affiliation
December 31, 1996
LG&E Energy Corp.
(Kentucky corporation)
|
---------------------------------|
| |
Louisville Gas and LG&E Energy Systems Inc.
Electric Company (Kentucky corporation)
(Kentucky corporation) |
|
LG&E Power Inc.
(Delaware corporation)
|
|
LG&E Power Operations Inc.
(California corporation)
|
-----------------------|----------------------
| |
LG&E Power 21 Incorporated------------| LG&E Power 21 Wind Inc.
(California corporation) | (California corporation)
| | |
| 1% 99%
.5% G.P. | |
| |---------- LG&E Power 21 L.P.
| (California limited
| partnership)
| |
| 49.5%
-------------- Windpower Partners 1993 L.P.---
(a Delaware L.P.)
Windpower Partners 1994 L.P. Exhibit C
System Affiliation
December 31, 1996
LG&E Energy Corp.
(Kentucky corporation)
|
---------------------------------|
| |
Louisville Gas and LG&E Energy Systems Inc.
Electric Company (Kentucky corporation)
(Kentucky corporation) |
|
LG&E Power Inc.
(Delaware corporation)
|
|
LG&E Power Operations Inc.
(California corporation)
|
-----------------------|----------------------
| |
LG&E Power 31 Incorporated------------| LG&E Power 31 Wind Inc.
(California corporation) | (California corporation)
| | |
| 1% 99%
.33% G.P. | |
| |---------- LG&E Power 31 L.P.
| (California limited
| partnership)
| |
| 24.67%
-------------- Windpower Partners 1994 L.P.---
(a Delaware L.P.)
<TABLE> <S> <C>
<ARTICLE> OPUR3
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 3,011,892
<TOTAL-OPERATING-REVENUES> 3,589,465
<NET-INCOME> 104,003
</TABLE>
