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Previous: HSBC MUTUAL FUNDS TRUST, NSAR-B, 1998-02-27 |
Next: FIRST TRUST SPEC SIT TR SER 1 INDIANA GROWTH & TREA TR SER 1, NSAR-U, 1998-02-27 |
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 two first-tier subsidiaries:
Louisville Gas and Electric Company (LG&E) and LG&E Capital Corp.
(Capital Corp.). 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, 1997, to be available after March 31, 1998,
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 businesses are the generation, transmission,
distribution and sale of electric energy and the transmission,
distribution and sale of natural gas in the Louisville metropoli
tan area. (Reference is made to LG&E's Annual Report on Form
<PAGE>
10-K for the year ended December 31, 1997, to be available after
March 31, 1998, and hereby incorporated by reference, for
additional information concerning the business of LG&E.)
LG&E Capital Corp.
Capital Corp. was formed in 1997 by the merger of LG&E Gas
Systems Inc., a Delaware corporation, with and into LG&E Energy
Systems Inc., a Kentucky corporation. Capital Corp., which was
formerly known as LG&E Energy Systems Inc., was incorporated in
1991 in the Commonwealth of Kentucky and has its principal
executive offices in Louisville, Kentucky. Capital Corp.
indirectly owns the non-utility business activities of LG&E
Energy Corp. Capital Corp. has nine wholly-owned first-tier
subsidiaries: LG&E Credit Corp. (LCC); WKE Station Two Inc.
(WS2); Western Kentucky Energy Corp. (WKE); 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 is the surviving corporation of the 1997 merger of LG&E Power
Inc., a Delaware corporation, with and into LG&E Natural Inc., a
Delaware corporation. LPI, which was formerly known as LG&E
Natural Inc., was incorporated in Delaware in 1980 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
countries. 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 generators (EWGs) or
foreign utility companies (FUCOs) under the Public Utility
Holding Company Act of 1935. LPI, through its subsidiaries, is
also involved in the marketing, trading, gathering, processing,
storage and transportation of natural gas and natural gas
liquids. LG&E Energy Marketing Inc., a subsidiary of LPI, is
also engaged in the trading and marketing of electric power,
natural gas, emission allowances and coal.
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) (C)
Ultraclean Incorporated CA (A) (C)
LG&E Power Services Inc. CA (A) (D)
LG&E Power Operations Inc. CA (A) (E)
HD/WS Corporation
(70% ownership interest) CA (A) (F)
- Page 2 -
<PAGE>
State of Nature
Name of Organ- Loca- of Busi-
Company ization tion ness
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 Energy Marketing Inc. OK (B) (K,G,L)
LG&E Power 15 Incorporated CA (A) (G)
American Power, Incorporated CA (A) (H)
HD Energy Corporation DE (C) (E)
NuHPI, Inc. DE (C) (C)
Ultrapower Biomass
Fuels Corporation CA (C) (C)
Hadson Power Live
Oak Incorporated CA (C) (C)
Ultrafuels Incorporated CA (C) (C)
Ultrafuels 1 Incorporated CA (C) (C)
Hadson Foundation (non-profit) OK (C)
Hadson Financial Corporation DE (C) (O)
LG&E Natural Plains Energy
Services Inc. DE (C) (Q)
LG&E Natural Gathering and
Processing Co. NM (C) (N)
LG&E Natural Plains
Marketing Co. DE (C) (L)
Hadson Gas Transmission Co. DE (C) (O)
Hadson Industrial Sales Co. DE (C) (O)
LG&E Natural Pipeline Co. NM (C) (M)
NMESCO Fuels, Inc. NM (C) (L)
- Page 3 -
<PAGE>
State of Nature
Name of Organ- Loca- of Busi-
Company ization tion ness
Ultrasystems Small Power,
Incorporated CA (C) (C)
Ultrasystems Small Power 1,
Incorporated CA (C) (C)
LG&E Natural Industrial
Marketing Co. CO (C) (L)
Hadson Fuels, Inc. OK (C) (C)
Triple T Services, Inc. OK (C) (C)
LG&E Natural Canada, Inc. Canada (C) (L)
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
L) Gas marketing entity
M) Gas transmission entity
N) Gas gathering, processing and marketing entity
O) Provides management services
P) Owner of investment in joint venture that either gathers or
transports and markets gas
Q) Owner of investment in Power-Tex joint venture which
transports and markets natural gas, and Burleson and Pecos
Gathering System
Key to LPI location codes:
A) Costa Mesa, CA.
B) Fairfax, VA.
C) Dallas, TX.
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.
- Page 4 -
<PAGE>
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, (D)
KY
LG&E Power Argentina II Inc. DE Louisville, (C)
(LPA-2) KY
LG&E Power Argentina III Inc. DE Louisville, (C)
KY
LG&E Centro S.A. (90% owned Argen- Buenos Aires (E)
by LII, 10% owned by LPA-2) tina
LG&E Power Australia I Inc. DE Louisville, (D)
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) Owner of gas distribution facilities
D) Inactive
E) Gas distribution facilities operation and management.
LNGCG Inc./LNGCL Inc.
LNGCG Inc. (LNGCG) and LNGCL Inc. (LNGCL) are inactive Delaware
corporations incorporated in 1992 with principal executive
offices located in Louisville, Kentucky.
- Page 5 -
<PAGE>
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 and are inactive.
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.
WKE Station Two Inc.
WKE Station Two Inc. (WS-2) was formed in 1997 and has its
principal executive offices in Henderson, Kentucky. WS-2 was
inactive in 1997. WS-2 has filed or will file applications with
the Federal Energy Regulatory Commission and the Kentucky Public
Service Commission as a public utility company in connection with
a prospective transaction involving the municipal generating
facility in Henderson, Kentucky.
Western Kentucky Energy Corp.
Western Kentucky Energy Corp. (WKE) was formed in 1997 and has
its principal offices in Henderson, Kentucky. WKE has undertaken
preparatory steps and filings with the Federal Energy Regulatory
Commission and the Kentucky Public Service Commission in
connection with the prospective closing of a lease transaction
whereby it will lease the generating assets of Big Rivers
Electric Corporation.
LG&E Credit Corp.
LG&E Credit Corp. (LCC) was incorporated in 1997 and has its
principal place of business in Louisville, Kentucky. LCC has a
consumer lending license from the Kentucky Department of
Financial Institutions to provide credit services to consumers.
- Page 6 -
<PAGE>
2. A brief description of the properties of claimant and each of
its subsidiary public utility companies used for the
generation, transmission, and distribution of electric energy
for sale, or for the production, transmission, and
distribution of natural or manufactured gas, indicating the
location of principal generating plants, transmission lines,
producing fields, gas manufacturing plants, and electric and
gas distribution facilities, including all such properties
which are outside the State in which claimant and its
subsidiaries are organized and all transmission or pipelines
which deliver or receive electric energy or gas at the
borders of such State.
The Company is not a "public utility company" as that term is
defined in the Act and does not own any properties used for the
generation, transmission and distribution of electric energy for
sale, or for the production, transmission and distribution of
natural or manufactured gas. None of the Company's subsidiaries,
other than LG&E, is a public utility company.
At December 31, 1997, 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
- Page 7 -
<PAGE>
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 their
proportionate shares 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, 1997, LG&E's electric transmission system
included 19 substations with a total capacity of approximately
10,175,700 Kva and approximately 565 structure miles of lines.
The electric distribution system included 82 substations with a
total capacity of approximately 3,313,730 Kva, 3,615 structure
miles of overhead lines, 341 miles of underground conduit, and
5,473 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 3,616 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 14,249,277,528
MCF None 54,119,354
- Page 8 -
<PAGE>
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 organized, or at the State line.
Company LG&E
KWH None 3,455,934,000
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 740,571,000
MCF None None
Attached as Exhibit A are the consolidating balance sheets as of
December 31, 1997, and consolidating income statements and
consolidating statements of retained earnings for the twelve
months ended December 31, 1997, 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 Generation) 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 Energy Marketing Inc. - LG&E Energy Marketing Inc.
(Energy Marketing) is an Oklahoma corporation with its
principal executive offices lo
- Page 9 -
<PAGE>
cated at 12500 Fair Lakes Circle, Fairfax, Virginia 22023.
Energy Marketing received EWG status on April 17, 1994.
Energy Marketing owns a 50% interest in LG&E Power 15
Incorporated, which is a 25% owner of LG&E-Westmoreland
Rensselaer, 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. Energy Marketing
therefore owns a 12.5% interest in Rensselaer. This reflects
the sale of one-half of the Company's interest in Rensselaer
in December 1997. Westmoreland Rensselaer-L.P. has a right
of refusal option with respect to the sale which has not
expired as of the date of this filing. 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). Energy
Marketing is engaged directly and exclusively in the business
of (a) owning a part of Rensselaer, (b) 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 Energy
Marketing and (c) marketing and selling at wholesale, natural
or manufactured gas and coal and emissions allowances.
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
facilities and selling electricity at wholesale to Virginia
Electric and Power Company (operating as North Carolina
Power), and thermal energy to a steam host adjacent to the
facilities. 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
- Page 10 -
<PAGE>
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). In December 1997,
Power 15 sold one half of its interest in Rensselaer to a
third party. Westmoreland Rensselaer L.P. has a first right
of refusal option with respect to the sale which has not
expired as of the date of this filing.
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 transmission 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
qualifying cogeneration facility located in Hopewell,
Virginia, which consists of a boiler and extrac
tion/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 transmission 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
- Page 11 -
<PAGE>
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 approximately 30 MW windplant facility in Tarifa,
Spain. The facility is an electrical 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. (The Company sold its
interest in San Miguel on February 11, 1998.)
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 Incorporated. 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.
- Page 12 -
<PAGE>
12.LG&E Power Services Inc. - LG&E Power Services Inc. (LPS) is
a California corporation with its principal executive offices
located at 12500 Fair Lakes Circle, Suite 350, Fairfax,
Virginia 22033. LPS received EWG status on October 12, 1995.
LPS 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 - Virginia Electric & Power
ROVA I
Westmoreland-LG&E Partners - Virginia Electric & Power
ROVA II
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.
13.Distribuidora de Gas Cuyana S.A. - Distribuidora de Gas
Cuyana S.A. (Cuyana) is an Argentine sociedad anomina with
its principal executive offices at Carlos Maria Della Paolera
No. 299, Piso 27, Buenos Aires, Argentina. Cuyana filed its
Form U-57 with the SEC to claim FUCO status on February 11,
1997. Cuyana's sole purpose is to own and operate facilities
for the distribution of natural gas at retail within the
provinces of Mendoza, San Juan and San Luis, in Argentina.
Cuyana owns approximately 7,200 Km of network pipeline, but
does not own any gas processing facilities or gas storage
facilities.
14.Distribuidora de Gas del Centro S.A. - Distribuidora de Gas
del Centro S.A. (Centro) is an Argentine sociedad anomina
with its principal executive offices at Carlos Maria Della
Paolera No. 299, Piso 27, Buenos Aires, Argentina. Centro
filed its Form U-57 with the SEC to claim FUCO status on
February 11, 1997. Centro's sole purpose is to own and
operate facilities for the distribution of natural gas at
retail within the provinces of Cordoba, Catamarca and La
Rioja, in Argentina. Centro owns approximately 9,300 Km of
network pipeline, but does not own any gas processing
facilities or gas storage facilities.
b) Name of each system company that holds an interest in such
EWG or foreign utility company; and description of the
interest held.
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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.
2. Energy Marketing - Energy Marketing is a direct wholly-owned
subsidiary of LG&E Power Inc., a Delaware corporation, which
is a direct wholly-owned subsidiary of Capital Corp.
3. Westmoreland-LG&E Partners - WLP 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 Westmoreland Rensselaer L.P., each of which
was a 50% general partner. Power 15 is 50% owned by Energy
Marketing and 50% owned by Power Operations. Westmoreland
Rensselaer L.P. is an affiliate of Westmoreland Energy, Inc.
In December 1997, Power 15 sold one half of its interest in
Rensselaer to a third party. Westmoreland Rensselaer L.P.
has a first right of refusal option with respect to the sale
which has not expired as of the date of this filing.
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
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<PAGE>
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 Southampton 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 45.9% of the shares of Tarifa.
Torreal S.A., a Spanish sociedad anomina, owns 23.4% of
Tarifa's outstanding shares, and Inversiones Europa-Ineuropa,
a Spanish sociedad anomina, also owns 23.4% of Tarifa.
Nuienerg, S.A., a Spanish sociedad anomina, owns 7.3% 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 Capital Corp.
9. Central Termica San Miguel de Tucuman, S.A. - San Miguel is
an Argentinean 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 Capital
Corp. (The Company sold its interest in San Miguel on
February 18, 1998.)
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 partnership
(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 Incorporated, 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
- Page 15 -
<PAGE>
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 subsidiary of
KWI. KW is an affiliate of Kenetech Corporation Inc., a
Delaware corporation.
12.LPS - LPS is a California corporation and a direct, wholly-
owned subsidiary of LPI.
13.Cuyana - Cuyana is an Argentine sociedad anomina. LII owns,
directly and indirectly, 14.4% of the shares of Cuyana,
through LII's ownership of 2.16% of the shares of Cuyana
directly and an additional 12.24% indirect interest in Cuyana
through LII's ownership of 24% of the shares of Inversora de
Gas Cuyana S.A (Inversora Cuyana). Inversora Cuyana owns
51% of the shares of Cuyana. Directly, and in certain cases
indirectly through Inversora Cuyana, the following entities
also own the indicated aggregate percentages of the shares of
Cuyana: Sideco Americana S.A., an Argentine sociedad
anomina, 30.6%; Societa Italiana Per Il Gas Azione, an
Italian sociedad anomina, 15%; Programa de Propiedad
Participada, an Argentine employee stock ownership program,
10%; Provincia de Mendoza, an Argentine provincial
subdivision, 10.23%; Banco de Mendoza, an Argentine bank,
9.88%; and Banco de Prevision Social, an Argentine bank,
9.88%. LII, which is a direct, wholly-owned subsidiary of
Capital Corp., has transferred or will transfer its interests
in Cuyana and Inversora Cuyana to LG&E Power Argentina III
Inc., a direct, wholly-owned subsidiary of LII.
14.Centro - Centro is an Argentine sociedad anomina. LII owns,
directly and indirectly, 45.9% of the shares of Centro,
through LII's ownership of 7.65% of the shares of Centro
directly and an additional 38.25% indirect interest in Centro
through LII's ownership of 75% of the shares of Inversora de
Gas del Centro S.A (Inversora Centro). Inversora Centro
owns 51% of the shares of Centro. Directly, and in certain
cases indirectly through Inversora Centro, the following
entities also own the indicated aggregate percentages of the
shares of Centro: Sideco Americana S.A., an Argentine
sociedad anomina, 21.6%; Societa Italiana Per Il Gas Azione,
an Italian sociedad anomina, 22.5%; and Programa de
Propiedad Participada, an Argentine employee stock ownership
program, 10%. LII, which is a direct, wholly-owned
subsidiary of Capital Corp., has transferred or will transfer
its interests in Centro and Inversora Centro to LG&E Power
Argentina II Inc., a direct, wholly-owned subsidiary of LII.
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<PAGE>
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. Energy Marketing - Paid-in capital of $10,309,000.
3. Westmoreland-LG&E Partners - Paid-in capital (net of
distributions received) of $5,079,000.
In connection with the financing of various power projects
equity funding commitments and construction guarantees have
been provided in the past. The Company had no contingent
construction and project performance guarantees at December
31, 1997.
On September 5, 1997, Energy Systems and Gas Systems merged
to form Capital Corp. At the same time, Capital Corp.
implemented a $600 million commercial paper facility backed
by new lines of credit totaling $700 million. The Company
terminated the previous lines of credit which totaled $460
million.
Capital Corp. had outstanding commercial paper of $360.2
million at December 31, 1997, at a weighted average interest
rate of 5.79%. The net proceeds were used to repay a portion
of the outstanding commercial paper. On February 6, 1998,
Capital Corp. issued $150 million of medium-term notes. The
outstanding commercial paper following the repayment totaled
$199.3 million. LG&E Energy Corp., LG&E, and Capital Corp.
had no other notes payable at December 31, 1997.
At December 31, 1997, the Company had lines of credit in
place totaling $900 million ($200 million for LG&E, and $700
million for Capital Corp.) for which it pays commitment or
facility fees. The LG&E credit facility provides for short
term borrowing and support of variable rate Pollution Control
Bonds. The Capital Corp. facility provides for short term
borrowing, letter of credit issuance, and support of
commercial paper borrowings. Unused capacity under these
lines totaled $481.7 million after considering the commercial
paper support and approximately $58.1 million in letters of
credit securing on- and off-balance sheet commitments. The
credit lines will expire at various times from 1998 through
2002. Management expects to renegotiate the lines when they
expire.
The lenders under the credit facilities, commercial paper
program, and medium term notes for Capital Corp. are entitled
to the benefits of Sup
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<PAGE>
port Agreements with LG&E Energy Corp. The Support
Agreements state, in substance, that LG&E Energy Corp. will
provide Capital Corp. with the necessary funds and financial
support to meet their obligations under the credit
facilities, commercial paper program, and medium term notes.
4. Rensselaer - Paid-in capital (net of distributions received)
of $(2,840,000).
5. Altavista - Paid-in capital (net of distributions received)
of $(2,441,000).
6. Hopewell - Paid-in capital (net of distributions received) of
$(2,890,000).
7. Southampton - Paid-in capital (net of distributions received)
of $9,535,000.
8. Tarifa - Paid-in capital of (net of distributions received)
of $5,653,000.
9. San Miguel - Paid-in capital (net of distributions received)
of $15,792,000.
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.LG&E Power Services - Paid-in capital of $2,000.
13.Distribuidora de Gas Cuyana - Paid-in capital (net of
distributions received) of $41,943,000.
14.Distribuidora de Gas del Centro - Paid-in capital (net of
minority interest) of $76,751,000.
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. Energy Marketing
The following sets forth Power Energy Marketing's
capitalization and earnings:
Capitalization $21,367,000
Earnings (loss) after tax (18,817,000)
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3. Westmoreland-LG&E Partners
The following sets forth capitalization and earnings related
to the 50% ownership of WLP attributable to Roanoke Valley:
Capitalization $28,462,000
Earnings (loss) 8,726,000
4. Rensselaer
The following sets forth capitalization and earnings related
to the 1997 50% ownership of Rensselaer attributable to Power
15:
Capitalization $4,742,000
Earnings (loss) 2,665,000
5. Altavista
The following sets forth capitalization and earnings related
to the 50% ownership of Altavista attributable to Power 12
and LG&E Altavista Incorporated:
Capitalization $12,734,000
Earnings (loss) 3,038,000
6. Hopewell
The following sets forth capitalization and earnings related
to the 50% ownership of Hopewell attributable to Power 13 and
LG&E Hopewell Incorporated:
Capitalization $11,493,000
Earnings (loss) 3,300,000
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 $16,841,000
Earnings (loss) 2,084,000
8. Tarifa
The following sets forth capitalization and earnings related
to the 45.9% ownership of Tarifa attributable to Power Spain:
Capitalization $5,642,000
Earnings (loss) 204,000
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<PAGE>
9. San Miguel
The following sets forth capitalization and earnings related
to the 33.3% ownership of San Miguel attributable to Power
Argentina:
Capitalization $16,536,000
Earnings (loss) (148,000)
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 $22,198,000
Earnings (loss) (568,000)
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 $4,251,000
Earnings (loss) (745,000)
12.LG&E Power Services
The following sets forth LG&E Power Services' capitalization
and earnings:
Capitalization $6,390,000
Earnings (loss) after tax 1,632,000
13.Distribuidora de Gas Cuyana
The following sets forth capitalization and earnings related
to the 14.4% ownership of Cuyana attributable, directly and
indirectly, to LII:
Capitalization $45,377,000
Earnings (loss) 2,411,000
14.Distribuidora de Gas del Centro
The following sets forth Centro's capitalization and earnings
related to the 45.9% ownership of Centro attributable,
directly and indirectly, to LII:
Capitalization $93,499,000
Earnings (loss) after tax
and minority interest 7,713,000
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<PAGE>
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. Energy Marketing - The following contracts exist between
Energy Marketing (formerly Power Marketing and Natural
Marketing) and system companies:
a) In May 1994, Energy Marketing entered into an Electricity
Brokerage Agreement and a Dispatching Services Agreement with
the Company's public utility subsidiary, LG&E. Under the
terms of the Electricity Brokerage Agreement, Energy
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 Energy 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 Energy 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. Energy
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, Energy Marketing has elected not to
purchase these services from LG&E after December 31, 1996.
c) Various departments within LPI, including Legal and Finance,
perform services for Energy 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) LPS has performed and will perform operational activities for
the facilities pursuant to that certain Amended and Restated
Facility Operating Agreement dated as of December 1, 1993,
between WLP and LPS (as successor to UC Operating Services)
(the Operating Contract). LPS is a wholly-owned subsidiary
of LPI. Under the terms of the Operating Contract, LPS
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<PAGE>
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, LPS 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 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 Department.
c) 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 LPS (as successor to UC
Operating Services) and Rensselaer, Rensselaer pays to LPS 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,
Rensselaer pays to LPS a fee under each 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.
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<PAGE>
b) 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 materials basis pursuant to the Venture Management
Agreement. LPO subcontracts those accounting services to
LPI's Venture Accounting Department.
c) Various departments within LPI, including Legal and Finance,
perform services for Rensselaer from time to time on a time
and materials reimbursement 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 LPS and Altavista, Altavista pays to LPS a
management fee for the provision of such operational
activities, as well as reimbursement of certain reasonable
costs and expenses. Specifically, in addition to reimburse
ment of certain direct materials and service costs, Altavista
pays to LPS a fee under each 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.
LPS also performs accounting services for Altavista on a time
and materials basis pursuant to the Facility Operating
Agreement. LPS 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 reimbursement 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:
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a) Under a Facility Operating Agreement, dated September 29,
1989, between LPS and Hopewell, Hopewell pays to LPS a manage
ment 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, Hopewell pays to
LPS a fee under each 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.
LPS also performs accounting services for Hopewell on a time
and materials basis pursuant to the Facility Operating
Agreement. LPS 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 reimbursement 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 LPS and Southampton, Southampton pays to LPS a
management fee for the provision of such operational
activities, as well as reimbursement of certain reasonable
costs and expenses. Specifically, in addition to reimburse
ment of certain direct materials and service costs,
Southampton pays to LPS a fee under each 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.
LPS also performs accounting services for Southampton on a
time and materials basis pursuant to the Facility Operating
Agreement. LPS subcontracts those accounting services to
LPI's Venture Accounting Department.
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.
- Page 24 -
<PAGE>
c) Various departments within LPI, including Legal and Finance,
perform services for Southampton from time to time on a time
and materials reimbursement 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 - LPS 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 LPS and WPP93. (the WPP93 Operating Contract). LPS
is a wholly-owned subsidiary of LPI. Under the terms of the
WPP93 Operating Contract, LPS receives a separate operating
fee for each facility of WPP93, which are adjusted annually
for inflation.
11.WPP94 - LPS 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 LPS and WPP94. (the WPP94 Operating Contract). LPS
is a wholly-owned subsidiary of LPI. Under the terms of the
WPP94 Operating Contract, LPS receives a separate operating
fee for the facility of WPP94, which is adjusted annually for
inflation.
12.LPS - LPS 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. LPS has also performed and
will perform operational activities for two Eligible
Facilities in which the Company has an indirect 25% interest.
a) As discussed previously, LPS 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.
13.Cuyana - None.
14.Centro - None.
- Page 25 -
<PAGE>
The above-named claimant has caused this statement to be duly
executed on its behalf by its authorized officer on this 27th day
of February, 1998.
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 concerning 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
- Page 26 -
<PAGE>
LG&E ENERGY CORP. Exhibit A
Subsidiaries Holding the Company's
Interests in EWGs
December 31, 1997
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 Energy Marketing Inc. An EWG which is wholly-owned by
LG&E Power 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
Limited Inc. Power 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 -
Incorporated Roanoke Valley, L.P., a general
partner of Westmoreland - LG&E
Partners, an EWG.
LG&E Power 15 Incorporated Owns 25% interest of LG&E
Westmoreland-Rensselaer, a
California general partnership, an
EWG. This reflects the December
1997 sale referred to in Items 4
and 5.
LG&E Power 21 Incorporated The sole general partner of
Windpower Partners 1993, L.P., a
Delaware limited partnership, an
EWG.
LG&E Power 31 Incorporated The sole general partner of
Windpower Partners 1994, L.P., a
Delaware limited partnership, an
EWG.
LG&E Power 12 Incorporated A 45% general partner of LG&E-
Westmoreland Altavista, a
California general partnership, an
EWG.
LG&E Altavista Incorporated A 20% general partner of LG&E
Altavista L.P., a California
limited partnership which is a 25%
general partner of LG&E-
Westmoreland Altavista, a
California general partnership, an
EWG.
- Page 27 -
<PAGE>
LG&E Power 13 Incorporated A 45% general partner of LG&E-
Westmoreland Hopewell, a California
general partnership, 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 partnership, an
EWG.
LG&E Southampton A 20% general partner of LG&E South-
Incorporated ampton L.P., 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, Inc. Owns 33% of the outstanding common
stock of Central Termica San Miguel
De Tucuman, S.A., an Argentinean
sociedad anomina, a foreign utility
company.
LG&E Power Services Inc. An EWG which is wholly-owned by
LG&E Power Inc., an indirect wholly-
owned subsidiary of LG&E Energy
Corp.
LG&E Power Argentina II Inc. Owns, directly or indirectly, 45.9%
of the outstanding common stock of
Distribuidora de Gas del Centro,
S.A., an Argentinean sociedad
anomina, a foreign utility company.
LG&E Power Argentina III Inc. Owns, directly or indirectly, 14.4%
of the outstanding common stock of
Distribuidora de Gas Cuyana, S.A.,
an Argentinean sociedad anomina, a
foreign utility company.
- Page 28 -
<PAGE>
<TABLE>
LG&E ENERGY CORP. Exhibit A
Consolidating Balance Sheet
ASSETS
December 31, 1997
<CAPTION>
LG&E LG&E
Capital Energy
Totals Adj's LG&E Corp. Corp.
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 104,366 50,472 56,539 (2,645)
Marketable securities 22,300 19,311 2,989
Accounts receivable (net) 521,166 123,856 396,920 390
Materials and supplies:
Fuel 17,651 17,651 0
Gas stored underground 49,396 41,487 7,909
Other 31,866 31,866 0
Price risk management assets 120,341 120,341
Prepayments and other 10,599 2,627 7,668 304
Total current assets 877,685 0 287,270 592,366 (1,951)
UTILITY PLANT:
Electric 2,279,893 2,279,893 0
Gas 350,393 350,393 0
Common 148,948 148,948 0
Original cost 2,779,234 0 2,779,234 0 0
Acc depreciation 1,072,842 1,072,842 0
Net utility plant 1,706,392 0 1,706,392 0 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 168,276 168,276
Investments in subsidiaries 0 (864,212) 0 864,212
Non-utility property and plant, net 421,486 420,043 1,443
Price risk management assets 44,240 44,240
Other 24,743 1,365 23,378
Total other prop and investments 658,745 (864,212) 1,365 655,937 865,655
DEFERRED DEBITS:
Regulatory assets 24,899 24,899 0
Goodwill, net 44,420 44,420
Other 54,250 34,699 3,394 16,157
Total deferred debits 123,569 0 59,598 47,814 16,157
Total assets 3,366,391 (864,212) 2,054,625 1,296,117 879,861
</TABLE>
Page 29
<PAGE>
<TABLE>
LG&E ENERGY CORP. Exhibit A
Consolidating Balance Sheet
CAPITAL AND LIABILITIES
December 31, 1997
<CAPTION>
LG&E LG&E
Capital Energy
Totals Adj's LG&E Corp. Corp.
<S> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 20,000 20,000 0
Notes payable 360,184 360,184
Accounts payable 449,230 92,920 357,725 (1,415)
Trimble County settlement 13,248 13,248 0
Dividends payable 19,792 0 19,792
Accrued taxes 12,262 18,723 2,284 (8,745)
Accrued interest 8,035 8,016 19
Intercompany accounts 0 27,043 (49,105) 22,062
Price risk management liabilities 131,107 131,107
Other 44,877 14,608 25,310 4,959
Total current liabilities 1,058,735 0 194,558 827,524 36,653
LONG-TERM DEBT:
First mortgage bonds 664,339 626,800 37,539
Unamortized premium 0 0
Total debt 664,339 0 626,800 37,539 0
DEFERRED CREDITS:
Accum deferred income taxes 327,343 249,851 77,187 305
ITC, in process of amortization 75,800 75,800 0
Acc prov for pensions 43,883 39,675 0 4,208
Cust advances for construction 10,385 10,385 0
Regulatory liability 65,502 65,502 0
Price risk management liabilities 23,803 23,803
Other 57,191 13,400 40,168 3,623
Total deferred credits 603,907 0 454,613 141,158 8,136
MINORITY INTERESTS 105,985 105,985
CUMULATIVE PREFERRED STOCK 98,353 95,328 3,025
CAPITALIZATION:
Common stock 470,136 (596,032) 425,170 170,862 470,136
Common stock expense (1,285) 836 (836) 0 (1,285)
Additional paid-in capital 0 0
Unreal loss on marketable securities 217 (217) 82 135 217
Retained earnings 366,004 (268,799) 258,910 9,889 366,004
Total common equity 835,072 (864,212) 683,326 180,886 835,072
Total capital and liabilities 3,366,391 (864,212) 2,054,625 1,296,117 879,861
</TABLE>
Page 30
<PAGE>
<TABLE>
LG&E ENERGY CORP. Exhibit A
Consolidating Income Statement
Year Ended December 31, 1997
<CAPTION>
LG&E LG&E
Capital Energy
Totals Adj's LG&E Corp. Corp.
<S> <C> <C> <C> <C> <C>
REVENUES:
Energy marketing and trading 3,266,811 3,266,811
Electric utility 615,159 615,159 0
Gas utility 231,011 231,011 0
Other 150,839 150,839
Total revenues 4,263,820 0 846,170 3,417,650 0
COST OF REVENUES:
Energy marketing and trading 3,245,234 3,245,234
Fuel and power purchased 166,692 166,692 0
Gas supply expenses 158,929 158,929 0
Other 84,873 84,873
Total cost of revenues 3,655,728 0 325,621 3,330,107 0
Gross profit 608,092 0 520,549 87,543 0
OPERATING EXPENSES:
Operation and maintenance:
Energy marketing and trading 40,012 40,012
Utility 214,635 214,635 0
Argentine distribution and other 49,562 33,210 16,352
Depreciation and amortization 115,736 93,020 22,252 464
Non-recurring charges (1,342) (1,342)
Total operating expenses 418,603 0 307,655 94,132 16,816
Equity in earnings 21,014 (103,805) 21,014 103,805
OPERATING INCOME 210,503 (103,805) 212,894 14,425 86,989
Interco chargebacks 0 (1,084) 1,084
Other income and deductions 15,476 (1,050) 5,662 10,837 27
Interco int income (expense) 0 111 (111)
Interest charges, minority interests,
and preferred dividends 72,900 43,775 29,125
INCOME BEFORE INCOME TAXES 153,079 (104,855) 174,781 (4,836) 87,989
Income taxes 55,262 (360) 66,093 47 (10,518)
NET INCOME 97,817 (104,495) 108,688 (4,883) 98,507
</TABLE>
Page 31
<PAGE>
<TABLE>
LG&E ENERGY CORP. Exhibit A
Consolidating Statement of
Retained Earnings
Year Ended December 31, 1997
<CAPTION>
LG&E LG&E
Capital Energy
Totals Adj's LG&E Corp. Corp.
<S> <C> <C> <C> <C> <C>
Beginning retained earnings 345,994 (242,304) 209,222 33,772 345,304
Net income 97,817 (104,495) 108,688 (4,883) 98,507
Dividends (77,807) 78,000 (59,000) (19,000) (77,807)
Other 0 0
Ending retained earnings 366,004 (268,799) 258,910 9,889 366,004
</TABLE>
Page 32
<PAGE>
<TABLE>
LG&E CAPITAL CORP. Exhibit A
Consolidating Balance Sheet - Part 1
ASSETS
December 31, 1997
<CAPTION>
LG&E
LG&E LG&E Inter- Totals
Capital Power Enertech national From
Totals Adj's Corp. Inc. Inc. Inc. Part 2
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 56,539 10,635 15,101 75 30,650 78
Marketable securities 2,989 2,989 0 0 0
Accounts receivable (net) 396,920 373,011 875 22,594 440
Materials and supplies:
Fuel 0 0 0 0
Gas stored underground 7,909 7,292 617 0
Other 0 0 0 0
Price risk management assets 120,341 120,341 0 0
Prepayments and other 7,668 7,609 12 9 38
Total current assets 592,366 0 13,624 523,354 962 53,870 556
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
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 168,276 100,721 67,555 0
Investments in subsidiaries 0 (284,225) 284,225 0 0 0
Non-utility property and plant, net 420,043 182,677 42 237,210 114
Price risk management assets 44,240 44,240 0 0
Other 23,378 503 19,078 3,797 0
Total other prop and investments 655,937 (284,225) 284,728 346,716 42 308,562 114
DEFERRED DEBITS:
Regulatory assets 0 0 0 0
Goodwill, net 44,420 44,420 0 0
Other 3,394 1,134 2,260 0
Total deferred debits 47,814 0 0 45,554 0 2,260 0
Total assets 1,296,117 (284,225) 298,352 915,624 1,004 364,692 670
</TABLE>
Page 33
<PAGE>
<TABLE>
LG&E CAPITAL CORP. Exhibit A
Consolidating Balance Sheet - Part 1
CAPITAL AND LIABILITIES
December 31, 1997
<CAPTION>
LG&E
LG&E LG&E Inter- Totals
Capital Power Enertech national From
Totals Adj's Corp. Inc. Inc. Inc. Part 2
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0 0 0 0
Notes payable 360,184 360,184 0 0 0
Accounts payable 357,725 14 345,519 734 11,458 0
Trimble County settlement 0 0 0 0
Dividends payable 0 0 0 0
Accrued taxes 2,284 475 (9,010) 71 10,755 (7)
Accrued interest 19 19 0 0 0
Intercompany accounts (49,105) (243,639) 45,706 675 145,976 2,177
Price risk management liabilities 131,107 131,107 0 0
Other 25,310 500 21,468 3,056 286
Total current liabilities 827,524 0 117,553 534,790 1,480 171,245 2,456
LONG-TERM DEBT:
First mortgage bonds 37,539 0 37,539 0
Unamortized premium 0 0 0 0
Total debt 37,539 0 0 0 0 37,539 0
DEFERRED CREDITS:
Accum deferred income taxes 77,187 (85) 60,387 (1) 16,892 (6)
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 23,803 23,803 0 0
Other 40,168 37,246 2,922 0
Total deferred credits 141,158 0 (85) 121,436 (1) 19,814 (6)
MINORITY INTERESTS 105,985 0 105,985 0
CUMULATIVE PREFERRED STOCK 3,025 0 3,025 0
CAPITALIZATION:
Common stock 170,862 170,862 0 0 0
Common stock expense 0 0 0 0
Additional paid-in capital 0 (256,116) 231,634 24,462 20
Unreal loss on marketable securities 135 135 0 0 0
Retained earnings 9,889 (28,109) 9,887 27,764 (475) 2,622 (1,800)
Total common equity 180,886 (284,225) 180,884 259,398 (475) 27,084 (1,780)
Total capital and liabilities 1,296,117 (284,225) 298,352 915,624 1,004 364,692 670
</TABLE>
Page 34
<PAGE>
<TABLE>
LG&E CAPITAL CORP. Exhibit A
Consolidating Income Statement - Part 1
Year Ended December 31, 1997
<CAPTION>
LG&E
LG&E LG&E Inter- Totals
Capital Power Enertech national From
Totals Adj's Corp. Inc. Inc. Inc. Part 2
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Energy marketing and trading 3,266,811 3,266,811 0 0
Electric utility 0 0 0 0
Gas utility 0 0 0 0
Other 150,839 19,622 1,642 127,182 2,393
Total revenues 3,417,650 0 0 3,286,433 1,642 127,182 2,393
COST OF REVENUES:
Energy marketing and trading 3,245,234 3,245,234 0 0
Fuel and power purchased 0 0 0 0
Gas supply expenses 0 0 0 0
Other 84,873 13,353 1,074 70,104 342
Total cost of revenues 3,330,107 0 0 3,258,587 1,074 70,104 342
Gross profit 87,543 0 0 27,846 568 57,078 2,051
OPERATING EXPENSES:
Operation and maintenance:
Energy marketing and trading 40,012 40,012 0 0
Utility 0 0 0 0
Argentine distribution and other 33,210 1,239 5,199 737 22,470 3,565
Depreciation and amortization 22,252 38 14,420 18 7,748 28
Non-recurring charges (1,342) (1,342) 0 0
Total operating expenses 94,132 0 1,277 58,289 755 30,218 3,593
Equity in earnings 21,014 3,672 (3,672) 18,547 2,467 0
OPERATING INCOME 14,425 3,672 (4,949) (11,896) (187) 29,327 (1,542)
Interco chargebacks (1,084) 7,216 (8,300) 0 0
Other income and deductions 10,837 1,816 7,563 1,458 0
Interco int income (expense) 111 7,111 201 (7,201) 0
Interest charges, minority interests,
and preferred dividends 29,125 16,819 0 12,306 0
INCOME BEFORE INCOME TAXES (4,836) 3,672 (5,625) (12,432) (187) 11,278 (1,542)
Income taxes 47 (742) (5,573) (65) 6,965 (538)
NET INCOME (4,883) 3,672 (4,883) (6,859) (122) 4,313 (1,004)
</TABLE>
Page 35
<PAGE>
<TABLE>
LG&E CAPITAL CORP. Exhibit A
Consolidating Statement of
Retained Earnings - Part 1
Year Ended December 31, 1997
<CAPTION>
LG&E
LG&E LG&E Inter- Totals
Capital Power Enertech national From
Totals Adj's Corp. Inc. Inc. Inc. Part 2
<S> <C> <C> <C> <C> <C> <C> <C>
Beginning retained earnings 33,772 (31,781) 33,770 34,623 (353) (1,691) (796)
Net income (4,883) 3,672 (4,883) (6,859) (122) 4,313 (1,004)
Dividends (19,000) (19,000) 0 0 0
Other 0 0 0 0
Ending retained earnings 9,889 (28,109) 9,887 27,764 (475) 2,622 (1,800)
</TABLE>
Page 36
<PAGE>
<TABLE>
LG&E CAPITAL CORP. Exhibit A
Consolidating Balance Sheet - Part 2
ASSETS
December 31, 1997
<CAPTION>
LG&E Home LG&E
Services Credit
Totals Inc. Corp.
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 78 58 20
Marketable securities 0
Accounts receivable (net) 440 181 259
Materials and supplies:
Fuel 0
Gas stored underground 0
Other 0
Price risk management assets 0
Prepayments and other 38 38
Total current assets 556 277 279
UTILITY PLANT:
Electric 0
Gas 0
Common 0
Original cost 0 0 0
Acc depreciation 0
Net utility plant 0 0 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 0
Investments in subsidiaries 0
Non-utility property and plant, net 114 114
Price risk management assets 0
Other 0
Total other prop and investments 114 114 0
DEFERRED DEBITS:
Regulatory assets 0
Goodwill, net 0
Other 0
Total deferred debits 0 0 0
Total assets 670 391 279
</TABLE>
Page 37
<PAGE>
<TABLE>
LG&E CAPITAL CORP. Exhibit A
Consolidating Balance Sheet - Part 2
CAPITAL AND LIABILITIES
December 31, 1997
<CAPTION>
LG&E Home LG&E
Services Credit
Totals Inc. Corp.
<S> <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 (7) 23 (30)
Accrued interest 0
Intercompany accounts 2,177 1,832 345
Price risk management liabilities 0
Other 286 286
Total current liabilities 2,456 2,141 315
LONG-TERM DEBT:
First mortgage bonds 0
Unamortized premium 0
Total debt 0 0 0
DEFERRED CREDITS:
Accum deferred income taxes (6) (6)
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 (6) (6) 0
MINORITY INTERESTS 0
CUMULATIVE PREFERRED STOCK 0
CAPITALIZATION:
Common stock 0
Common stock expense 0
Additional paid-in capital 20 20
Unreal loss on marketable securities 0
Retained earnings (1,800) (1,744) (56)
Total common equity (1,780) (1,744) (36)
Total capital and liabilities 670 391 279
</TABLE>
Page 38
<PAGE>
<TABLE>
LG&E CAPITAL CORP. Exhibit A
Consolidating Income Statement - Part 2
Year Ended December 31, 1997
<CAPTION>
LG&E Home LG&E
Services Credit
Totals Inc. Corp.
<S> <C> <C> <C>
REVENUES:
Energy marketing and trading 0
Electric utility 0
Gas utility 0
Other 2,393 2,393
Total revenues 2,393 2,393 0
COST OF REVENUES:
Energy marketing and trading 0
Fuel and power purchased 0
Gas supply expenses 0
Other 342 342
Total cost of revenues 342 342 0
Gross profit 2,051 2,051 0
OPERATING EXPENSES:
Operation and maintenance:
Energy marketing and trading 0
Utility 0
Argentine distribution and other 3,565 3,479 86
Depreciation and amortization 28 28
Non-recurring charges 0
Total operating expenses 3,593 3,507 86
Equity in earnings 0
OPERATING INCOME (1,542) (1,456) (86)
Interco chargebacks 0
Other income and deductions 0
Interco int income (expense) 0
Interest charges, minority interests,
and preferred dividends 0
INCOME BEFORE INCOME TAXES (1,542) (1,456) (86)
Income taxes (538) (508) (30)
NET INCOME (1,004) (948) (56)
</TABLE>
Page 39
<PAGE>
<TABLE>
LG&E CAPITAL CORP. Exhibit A
Consolidating Statement of
Retained Earnings - Part 2
Year Ended December 31, 1997
<CAPTION>
LG&E Home LG&E
Services Credit
Totals Inc. Corp.
<S> <C> <C> <C>
Beginning retained earnings (796) (796) 0
Net income (1,004) (948) (56)
Dividends 0
Other 0
Ending retained earnings (1,800) (1,744) (56)
</TABLE>
Page 40
<PAGE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Balance Sheet - Part 1
ASSETS
December 31, 1997
<CAPTION>
LG&E HD Totals Totals Totals
Power Energy From From From
Totals Adj's Inc. Corp. Part 2 Part 3 Part 4
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 15,101 2,506 0 1,807 610 10,178
Marketable securities 0 0 0 0 0
Accounts receivable (net) 373,011 4 0 28,824 12,870 331,313
Materials and supplies:
Fuel 0 0 0 0 0
Gas stored underground 7,292 0 11 1,599 5,682
Other 0 0 0 0 0
Price risk management assets 120,341 0 634 0 119,707
Prepayments and other 7,609 393 0 4 588 6,624
Total current assets 523,354 0 2,903 0 31,280 15,667 473,504
UTILITY PLANT:
Electric 0 0 0 0 0
Gas 0 0 0 0 0
Common 0 0 0 0 0
Original cost 0 0 0 0 0 0 0
Acc depreciation 0 0 0 0 0
Net utility plant 0 0 0 0 0 0 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 100,721 0 0 0 100,721
Investments in subsidiaries 0 (279,640) 267,555 0 108 (109) 12,086
Non-utility property and plant, net 182,677 520 0 20,247 152,855 9,055
Price risk management assets 44,240 0 707 0 43,533
Other 19,078 1,027 0 878 (4) 17,177
Total other prop and investments 346,716 (279,640) 269,102 0 21,940 152,742 182,572
DEFERRED DEBITS:
Regulatory assets 0 0 0 0 0
Goodwill, net 44,420 30,745 0 0 0 13,675
Other 1,134 151 0 0 0 983
Total deferred debits 45,554 0 30,896 0 0 0 14,658
Total assets 915,624 (279,640) 302,901 0 53,220 168,409 670,734
</TABLE>
Page 41
<PAGE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Balance Sheet - Part 1
CAPITAL AND LIABILITIES
December 31, 1997
<CAPTION>
LG&E HD Totals Totals Totals
Power Energy From From From
Totals Adj's Inc. Corp. Part 2 Part 3 Part 4
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0 0 0 0 0
Notes payable 0 0 0 0 0
Accounts payable 345,519 2,296 2,728 0 24,561 11,734 304,200
Trimble County settlement 0 0 0 0 0
Dividends payable 0 0 0 0 0
Accrued taxes (9,010) 1,493 0 (1,470) (35) (8,998)
Accrued interest 0 0 0 0 0
Intercompany accounts 45,706 (191) (41,689) (1,643) 24,987 26,314 37,928
Price risk management liabilities 131,107 1,106 0 13,944 0 116,057
Other 21,468 3,836 0 0 0 17,632
Total current liabilities 534,790 2,105 (32,526) (1,643) 62,022 38,013 466,819
LONG-TERM DEBT:
First mortgage bonds 0 0 0 0 0
Unamortized premium 0 0 0 0 0
Total debt 0 0 0 0 0 0 0
DEFERRED CREDITS:
Accum deferred income taxes 60,387 27,736 0 0 0 32,651
ITC, in process of amortization 0 0 0 0 0
Acc prov for pensions 0 0 0 0 0
Cust advances for construction 0 0 0 0 0
Regulatory liability 0 0 0 0 0
Price risk management liabilities 23,803 0 101 0 23,702
Other 37,246 3,085 0 772 752 32,637
Total deferred credits 121,436 0 30,821 0 873 752 88,990
MINORITY INTERESTS 0 0 0 0 0
CUMULATIVE PREFERRED STOCK 0 0 0 0 0
CAPITALIZATION:
Common stock 0 (807) 0 1 501 305
Common stock expense 0 0 0 0 0
Additional paid-in capital 231,634 (162,070) 228,298 (12,679) 25,832 127,350 24,903
Unreal loss on marketable securities 0 0 0 0 0
Retained earnings 27,764 (118,868) 76,308 14,322 (35,508) 1,793 89,717
Total common equity 259,398 (281,745) 304,606 1,643 (9,675) 129,644 114,925
Total capital and liabilities 915,624 (279,640) 302,901 0 53,220 168,409 670,734
</TABLE>
Page 42
<PAGE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Income Statement - Part 1
Year Ended December 31, 1997
<CAPTION>
LG&E HD Totals Totals Totals
Power Energy From From From
Totals Adj's Inc. Corp. Part 2 Part 3 Part 4
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Energy marketing and trading 3,266,811 (54,187) 0 437,090 74,504 2,809,404
Electric utility 0 0 0 0 0
Gas utility 0 0 0 0 0
Other 19,622 0 0 0 19,622
Total revenues 3,286,433 (54,187) 0 0 437,090 74,504 2,829,026
COST OF REVENUES:
Energy marketing and trading 3,245,234 (54,187) 0 440,134 53,728 2,805,559
Fuel and power purchased 0 0 0 0 0
Gas supply expenses 0 0 0 0 0
Other 13,353 0 0 0 13,353
Total cost of revenues 3,258,587 (54,187) 0 0 440,134 53,728 2,818,912
Gross profit 27,846 0 0 0 (3,044) 20,776 10,114
OPERATING EXPENSES:
Operation and maintenance:
Energy marketing and trading 40,012 (884) 0 7,269 11,176 22,451
Utility 0 0 0 0 0
Argentine distribution and other 5,199 3 0 0 0 5,196
Depreciation and amortization 14,420 2,709 0 1,643 6,539 3,529
Non-recurring charges (1,342) 0 (8,486) 0 7,144
Total operating expenses 58,289 0 1,828 0 426 17,715 38,320
Equity in earnings 18,547 (13,260) 18,149 0 0 0 13,658
OPERATING INCOME (11,896) (13,260) 16,321 0 (3,470) 3,061 (14,548)
Interco chargebacks (8,300) (1,026) 0 (557) (3,220) (3,497)
Other income and deductions 7,563 (1) 208 0 35 64 7,257
Interco int income (expense) 201 (2,079) 0 0 0 2,280
Interest charges, minority interests,
and preferred dividends 0 0 0 0 0
INCOME BEFORE INCOME TAXES (12,432) (13,261) 13,424 0 (3,992) (95) (8,508)
Income taxes (5,573) (1,205) 0 (1,381) (35) (2,952)
NET INCOME (6,859) (13,261) 14,629 0 (2,611) (60) (5,556)
</TABLE>
Page 43
<PAGE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Statement of
Retained Earnings - Part 1
Year Ended December 31, 1997
<CAPTION>
LG&E HD Totals Totals Totals
Power Energy From From From
Totals Adj's Inc. Corp. Part 2 Part 3 Part 4
<S> <C> <C> <C> <C> <C> <C> <C>
Beginning retained earnings 34,623 (168,077) 125,670 14,322 (34,418) 1,853 95,273
Net income (6,859) (13,261) 14,629 0 (2,611) (60) (5,556)
Dividends 0 0 0 0 0
Other 0 62,470 (63,991) 0 1,521 0 0
Ending retained earnings 27,764 (118,868) 76,308 14,322 (35,508) 1,793 89,717
</TABLE>
Page 44
<PAGE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Balance Sheet - Part 2
ASSETS
December 31, 1997
<CAPTION>
LG&E Natl
LG&E Natl Plains LG&E Natl
Hadson LG&E Industrial Energy Plains
Finan- Hadson Natural Marketing Services Marketing
Totals cial Fuels Canada Inc. Inc. Inc.
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 1,807 5 1,904 (102)
Marketable securities 0
Accounts receivable (net) 28,824 11 20,192 6,827 1,076 718
Materials and supplies:
Fuel 0
Gas stored underground 11 11
Other 0
Price risk management assets 634 634
Prepayments and other 4 4
Total current assets 31,280 16 0 22,741 6,827 978 718
UTILITY PLANT:
Electric 0
Gas 0
Common 0
Original cost 0 0 0 0 0 0 0
Acc depreciation 0
Net utility plant 0 0 0 0 0 0 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 0
Investments in subsidiaries 108 108
Non-utility property and plant, net 20,247 1,759 2 18,486
Price risk management assets 707 707
Other 878 874 4
Total other prop and investments 21,940 2,633 0 711 2 18,594 0
DEFERRED DEBITS:
Regulatory assets 0
Goodwill, net 0
Other 0
Total deferred debits 0 0 0 0 0 0 0
Total assets 53,220 2,649 0 23,452 6,829 19,572 718
</TABLE>
Page 45
<PAGE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Balance Sheet - Part 2
CAPITAL AND LIABILITIES
December 31, 1997
<CAPTION>
LG&E Natl
LG&E Natl Plains LG&E Natl
Hadson LG&E Industrial Energy Plains
Finan- Hadson Natural Marketing Services Marketing
Totals cial Fuels Canada Inc. Inc. Inc.
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0
Notes payable 0
Accounts payable 24,561 3,839 24 12,947 6,069 963 719
Trimble County settlement 0
Dividends payable 0
Accrued taxes (1,470) (2,168) 854 124 (265) (15)
Accrued interest 0
Intercompany accounts 24,987 7,558 27,087 (10,288) 500 130
Price risk management liabilities 13,944 13,944
Other 0
Total current liabilities 62,022 9,229 24 54,832 (4,095) 1,198 834
LONG-TERM DEBT:
First mortgage bonds 0
Unamortized premium 0
Total debt 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 101 101
Other 772 551 565 (355) 11
Total deferred credits 873 551 0 666 (355) 0 11
MINORITY INTERESTS 0
CUMULATIVE PREFERRED STOCK 0
CAPITALIZATION:
Common stock 1 1
Common stock expense 0
Additional paid-in capital 25,832 401 2,798 620 3,268 18,693 52
Unreal loss on marketable securities 0
Retained earnings (35,508) (7,532) (2,823) (32,666) 8,011 (319) (179)
Total common equity (9,675) (7,131) (24) (32,046) 11,279 18,374 (127)
Total capital and liabilities 53,220 2,649 0 23,452 6,829 19,572 718
</TABLE>
Page 46
<PAGE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Income Statement - Part 2
Year Ended December 31, 1997
<CAPTION>
LG&E Natl
LG&E Natl Plains LG&E Natl
Hadson LG&E Industrial Energy Plains
Finan- Hadson Natural Marketing Services Marketing
Totals cial Fuels Canada Inc. Inc. Inc.
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Energy marketing and trading 437,090 389,415 28,173 10,879 8,623
Electric utility 0
Gas utility 0
Other 0
Total revenues 437,090 0 0 389,415 28,173 10,879 8,623
COST OF REVENUES:
Energy marketing and trading 440,134 1 394,792 27,463 9,343 8,535
Fuel and power purchased 0
Gas supply expenses 0
Other 0
Total cost of revenues 440,134 1 0 394,792 27,463 9,343 8,535
Gross profit (3,044) (1) 0 (5,377) 710 1,536 88
OPERATING EXPENSES:
Operation and maintenance:
Energy marketing and trading 7,269 4,551 1,337 363 891 127
Utility 0
Argentine distribution and other 0
Depreciation and amortization 1,643 784 35 8 816
Non-recurring charges (8,486) (8,486)
Total operating expenses 426 5,335 0 (7,114) 371 1,707 127
Equity in earnings 0
OPERATING INCOME (3,470) (5,336) 0 1,737 339 (171) (39)
Interco chargebacks (557) (65) (492)
Other income and deductions 35 35
Interco int income (expense) 0
Interest charges, minority interests,
and preferred dividends 0
INCOME BEFORE INCOME TAXES (3,992) (5,336) 0 1,737 309 (663) (39)
Income taxes (1,381) (2,079) 854 124 (265) (15)
NET INCOME (2,611) (3,257) 0 883 185 (398) (24)
</TABLE>
Page 47
<PAGE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Statement of
Retained Earnings - Part 2
Year Ended December 31, 1997
<CAPTION>
LG&E Natl
LG&E Natl Plains LG&E Natl
Hadson LG&E Industrial Energy Plains
Finan- Hadson Natural Marketing Services Marketing
Totals cial Fuels Canada Inc. Inc. Inc.
<S> <C> <C> <C> <C> <C> <C> <C>
Beginning retained earnings (34,418) (4,275) (2,823) (35,070) 7,826 79 (155)
Net income (2,611) (3,257) 0 883 185 (398) (24)
Dividends 0
Other 1,521 1,521
Ending retained earnings (35,508) (7,532) (2,823) (32,666) 8,011 (319) (179)
</TABLE>
Page 48
<PAGE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Balance Sheet - Part 3
ASSETS
December 31, 1997
<CAPTION>
Hadson LG&E LG&E Natl Ultra-
Gas Natural Gathering systems
Trans. Pipeline & Proces- Hadson Small
Totals Co. Co. Nmesco ing Co. Equador Power
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 610 0 343 267
Marketable securities 0 0
Accounts receivable (net) 12,870 699 7,995 4,176
Materials and supplies:
Fuel 0 0
Gas stored underground 1,599 0 1,599
Other 0 0
Price risk management assets 0 0
Prepayments and other 588 0 571 17
Total current assets 15,667 699 10,508 0 4,460 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
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 0 0
Investments in subsidiaries (109) 10,703 (10,812)
Non-utility property and plant, net 152,855 2,439 33,894 226 116,296
Price risk management assets 0 0
Other (4) 0 (4)
Total other prop and investments 152,742 13,142 23,082 226 116,292 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 168,409 13,841 33,590 226 120,752 0 0
</TABLE>
Page 49
<PAGE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Balance Sheet - Part 3
CAPITAL AND LIABILITIES
December 31, 1997
<CAPTION>
Hadson LG&E LG&E Natl Ultra-
Gas Natural Gathering systems
Trans. Pipeline & Proces- Hadson Small
Totals Co. Co. Nmesco ing Co. Equador Power
<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 11,734 700 8,435 2,599
Trimble County settlement 0 0
Dividends payable 0 0
Accrued taxes (35) 123 155 (30) (283)
Accrued interest 0 0
Intercompany accounts 26,314 12,586 48,232 (40,801) 6,295 (1) 3
Price risk management liabilities 0 0
Other 0 0
Total current liabilities 38,013 13,409 56,822 (40,831) 8,611 (1) 3
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 752 0 752
Total deferred credits 752 0 0 0 752 0 0
MINORITY INTERESTS 0 0
CUMULATIVE PREFERRED STOCK 0 0
CAPITALIZATION:
Common stock 501 0 100 1 400
Common stock expense 0 0
Additional paid-in capital 127,350 (595) 17,087 4,898 103,104 765 2,091
Unreal loss on marketable securities 0 0
Retained earnings 1,793 1,027 (40,319) 36,059 8,285 (765) (2,494)
Total common equity 129,644 432 (23,232) 41,057 111,389 1 (3)
Total capital and liabilities 168,409 13,841 33,590 226 120,752 0 0
</TABLE>
Page 50
<PAGE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Income Statement - Part 3
Year Ended December 31, 1997
<CAPTION>
Hadson LG&E LG&E Natl Ultra-
Gas Natural Gathering systems
Trans. Pipeline & Proces- Hadson Small
Totals Co. Co. Nmesco ing Co. Equador Power
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Energy marketing and trading 74,504 8,905 1,155 64,444
Electric utility 0 0
Gas utility 0 0
Other 0 0
Total revenues 74,504 8,905 1,155 0 64,444 0 0
COST OF REVENUES:
Energy marketing and trading 53,728 8,210 (2,904) 48,422
Fuel and power purchased 0 0
Gas supply expenses 0 0
Other 0 0
Total cost of revenues 53,728 8,210 (2,904) 0 48,422 0 0
Gross profit 20,776 695 4,059 0 16,022 0 0
OPERATING EXPENSES:
Operation and maintenance:
Energy marketing and trading 11,176 281 2,528 23 8,344
Utility 0 0
Argentine distribution and other 0 0
Depreciation and amortization 6,539 109 909 10 5,511
Non-recurring charges 0 0
Total operating expenses 17,715 390 3,437 33 13,855 0 0
Equity in earnings 0 0
OPERATING INCOME 3,061 305 622 (33) 2,167 0 0
Interco chargebacks (3,220) 0 (299) (42) (2,879)
Other income and deductions 64 0 64
Interco int income (expense) 0 0
Interest charges, minority interests,
and preferred dividends 0 0
INCOME BEFORE INCOME TAXES (95) 305 387 (75) (712) 0 0
Income taxes (35) 123 155 (30) (283)
NET INCOME (60) 182 232 (45) (429) 0 0
</TABLE>
Page 51
<PAGE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Statement of
Retained Earnings - Part 3
Year Ended December 31, 1997
<CAPTION>
Hadson LG&E LG&E Natl Ultra-
Gas Natural Gathering systems
Trans. Pipeline & Proces- Hadson Small
Totals Co. Co. Nmesco ing Co. Equador Power
<S> <C> <C> <C> <C> <C> <C> <C>
Beginning retained earnings 1,853 845 (40,551) 36,104 8,714 (765) (2,494)
Net income (60) 182 232 (45) (429) 0 0
Dividends 0 0
Other 0 0
Ending retained earnings 1,793 1,027 (40,319) 36,059 8,285 (765) (2,494)
</TABLE>
Page 52
<PAGE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Balance Sheet - Part 4
ASSETS
December 31, 1997
<CAPTION>
LG&E LG&E Ultra- LG&E LG&E
Power Power systems Energy LG&E Power LG&E
Oper- Engr & Const Market- Power 15 Develop- Power
Totals ations Const Co, Inc ing Inc. Inc. ment Services
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 10,178 0 0 10,174 1 3
Marketable securities 0 0 0 0
Accounts receivable (net) 331,313 9,736 416 311,453 142 7,015 2,551
Materials and supplies:
Fuel 0 0 0 0
Gas stored underground 5,682 0 0 5,682
Other 0 0 0 0
Price risk management assets 119,707 0 0 119,707
Prepayments and other 6,624 0 1 6,484 139
Total current assets 473,504 9,736 417 0 453,500 142 7,016 2,693
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 0
Acc depreciation 0 0 0 0
Net utility plant 0 0 0 0 0 0 0 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 100,721 95,979 0 0 4,742
Investments in subsidiaries 12,086 2,696 0 2,694 6,696
Non-utility property and plant, net 9,055 88 0 8,615 301 51
Price risk management assets 43,533 0 0 43,533
Other 17,177 0 0 7,626 9,551
Total other prop and investments 182,572 98,763 0 0 62,468 4,742 6,997 9,602
DEFERRED DEBITS:
Regulatory assets 0 0 0 0
Goodwill, net 13,675 13,675 0 0
Other 983 0 0 0 972 11
Total deferred debits 14,658 13,675 0 0 0 0 972 11
Total assets 670,734 122,174 417 0 515,968 4,884 14,985 12,306
</TABLE>
Page 53
<PAGE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Balance Sheet - Part 4
CAPITAL AND LIABILITIES
December 31, 1997
<CAPTION>
LG&E LG&E Ultra- LG&E LG&E
Power Power systems Energy LG&E Power LG&E
Oper- Engr & Const Market- Power 15 Develop- Power
Totals ations Const Co, Inc ing Inc. Inc. ment Services
<S> <C> <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 304,200 2 28 304,143 23 4
Trimble County settlement 0 0 0 0
Dividends payable 0 0 0 0
Accrued taxes (8,998) (3,584) (2,063) (9,830) 2,989 2,165 1,325
Accrued interest 0 0 0 0
Intercompany accounts 37,928 (504) 2,935 (566) 37,865 (13,191) 7,543 3,846
Price risk management liabilities 116,057 0 0 116,057
Other 17,632 766 306 13,454 253 1,142 1,711
Total current liabilities 466,819 (3,320) 1,206 (566) 461,689 (9,949) 10,873 6,886
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 0
DEFERRED CREDITS:
Accum deferred income taxes 32,651 41,987 (12,640) 158 5,482 2,376 (3,192) (1,520)
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 23,702 0 0 23,702
Other 32,637 26,706 706 3,293 1,382 550
Total deferred credits 88,990 68,693 (11,934) 158 32,477 2,376 (1,810) (970)
MINORITY INTERESTS 0 0 0
CUMULATIVE PREFERRED STOCK 0 0 0
CAPITALIZATION:
Common stock 305 3 113 186 1 2
Common stock expense 0 0 0 0
Additional paid-in capital 24,903 9,205 0 10,308 5,390
Unreal loss on marketable securities 0 0 0 0
Retained earnings 89,717 47,593 11,032 222 11,493 7,067 5,922 6,388
Total common equity 114,925 56,801 11,145 408 21,802 12,457 5,922 6,390
Total capital and liabilities 670,734 122,174 417 0 515,968 4,884 14,985 12,306
</TABLE>
Page 54
<PAGE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Income Statement - Part 4
Year Ended December 31, 1997
<CAPTION>
LG&E LG&E Ultra- LG&E LG&E
Power Power systems Energy LG&E Power LG&E
Oper- Engr & Const Market- Power 15 Develop- Power
Totals ations Const Co, Inc ing Inc. Inc. ment Services
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Energy marketing and trading 2,809,404 0 0 2,797,708 11,696
Electric utility 0 0 0 0
Gas utility 0 0 0 0
Other 19,622 3,148 22 0 16,452
Total revenues 2,829,026 3,148 22 0 2,797,708 0 11,696 16,452
COST OF REVENUES:
Energy marketing and trading 2,805,559 0 0 2,804,992 567
Fuel and power purchased 0 0 0 0
Gas supply expenses 0 0 0 0
Other 13,353 1,049 (1) 0 12,305
Total cost of revenues 2,818,912 1,049 (1) 0 2,804,992 0 567 12,305
Gross profit 10,114 2,099 23 0 (7,284) 0 11,129 4,147
OPERATING EXPENSES:
Operation and maintenance:
Energy marketing and trading 22,451 0 0 9,673 12,778
Utility 0 0 0 0
Argentine distribution and other 5,196 3,948 211 0 43 994
Depreciation and amortization 3,529 439 0 1,510 1,083 497
Non-recurring charges 7,144 0 0 7,144
Total operating expenses 38,320 4,387 211 0 18,327 43 13,861 1,491
Equity in earnings 13,658 15,881 0 2,665 (4,888)
OPERATING INCOME (14,548) 13,593 (188) 0 (25,611) 2,622 (7,620) 2,656
Interco chargebacks (3,497) (874) 0 (2,623)
Other income and deductions 7,257 (170) 350 1,897 4,800 240 140
Interco int income (expense) 2,280 1,598 0 0 682
Interest charges, minority interests,
and preferred dividends 0 0 0 0
INCOME BEFORE INCOME TAXES (8,508) 14,147 162 0 (26,337) 7,422 (6,698) 2,796
Income taxes (2,952) 4,303 67 (7,520) 3,080 (4,046) 1,164
NET INCOME (5,556) 9,844 95 0 (18,817) 4,342 (2,652) 1,632
</TABLE>
Page 55
<PAGE>
<TABLE>
LG&E POWER INC. Exhibit A
Consolidating Statement of
Retained Earnings - Part 4
Year Ended December 31, 1997
<CAPTION>
LG&E LG&E Ultra- LG&E LG&E
Power Power systems Energy LG&E Power LG&E
Oper- Engr & Const Market- Power 15 Develop- Power
Totals ations Const Co, Inc ing Inc. Inc. ment Services
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning retained earnings 95,273 37,749 10,937 222 30,310 2,725 8,574 4,756
Net income (5,556) 9,844 95 0 (18,817) 4,342 (2,652) 1,632
Dividends 0 0 0 0
Other 0 0 0 0
Ending retained earnings 89,717 47,593 11,032 222 11,493 7,067 5,922 6,388
</TABLE>
Page 56
<PAGE>
<TABLE>
LG&E INTERNATIONAL INC. Exhibit A
Consolidating Balance Sheet - Part 1
ASSETS
December 31, 1997
<CAPTION>
(EWG)
LG&E LG&E LG&E
Inter- LG&E Power Power Totals
national Mendoza LPI Ven- Finance Spain From
Totals Adj's Inc. Services ezuela I Inc. Inc. Part 2
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 30,650 30,650
Marketable securities 0 0
Accounts receivable (net) 22,594 110 22,484
Materials and supplies:
Fuel 0 0
Gas stored underground 617 617
Other 0 0
Price risk management assets 0 0
Prepayments and other 9 9
Total current assets 53,870 0 0 0 0 110 0 53,760
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
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 67,555 5,642 61,913
Investments in subsidiaries 0 (30,029) 30,029 0
Non-utility property and plant, net 237,210 237,210
Price risk management assets 0 0
Other 3,797 3,797
Total other prop and investments 308,562 (30,029) 30,029 0 0 0 5,642 302,920
DEFERRED DEBITS:
Regulatory assets 0 0
Goodwill, net 0 0
Other 2,260 2,260
Total deferred debits 2,260 0 0 0 0 0 0 2,260
Total assets 364,692 (30,029) 30,029 0 0 110 5,642 358,940
</TABLE>
Page 57
<PAGE>
<TABLE>
LG&E INTERNATIONAL INC. Exhibit A
Consolidating Balance Sheet - Part 1
CAPITAL AND LIABILITIES
December 31, 1997
<CAPTION>
(EWG)
LG&E LG&E LG&E
Inter- LG&E Power Power Totals
national Mendoza LPI Ven- Finance Spain From
Totals Adj's Inc. Services ezuela I Inc. Inc. Part 2
<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 11,458 45 2 11,411
Trimble County settlement 0 0
Dividends payable 0 0
Accrued taxes 10,755 244 44 49 10,418
Accrued interest 0 0
Intercompany accounts 145,976 2,700 67 1,110 142,099
Price risk management liabilities 0 0
Other 3,056 4 3,052
Total current liabilities 171,245 0 2,989 2 0 111 1,163 166,980
LONG-TERM DEBT:
First mortgage bonds 37,539 37,539
Unamortized premium 0 0
Total debt 37,539 0 0 0 0 0 0 37,539
DEFERRED CREDITS:
Accum deferred income taxes 16,892 (46) (3) 16,941
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 2,922 2,922
Total deferred credits 19,814 0 (46) 0 0 0 (3) 19,863
MINORITY INTERESTS 105,985 105,985
CUMULATIVE PREFERRED STOCK 3,025 3,025
CAPITALIZATION:
Common stock 0 0
Common stock expense 0 0
Additional paid-in capital 24,462 (24,474) 24,462 4,500 19,974
Unreal loss on marketable securities 0 0
Retained earnings 2,622 (5,555) 2,624 (2) (1) (18) 5,574
Total common equity 27,084 (30,029) 27,086 (2) 0 (1) 4,482 25,548
Total capital and liabilities 364,692 (30,029) 30,029 0 0 110 5,642 358,940
</TABLE>
Page 58
<PAGE>
<TABLE>
LG&E INTERNATIONAL INC. Exhibit A
Consolidating Income Statement - Part 1
Year Ended December 31, 1997
<CAPTION>
(EWG)
LG&E LG&E LG&E
Inter- LG&E Power Power Totals
national Mendoza LPI Ven- Finance Spain From
Totals Adj's Inc. Services ezuela I Inc. Inc. Part 2
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Energy marketing and trading 0 0
Electric utility 0 0
Gas utility 0 0
Other 127,182 127,182
Total revenues 127,182 0 0 0 0 0 0 127,182
COST OF REVENUES:
Energy marketing and trading 0 0
Fuel and power purchased 0 0
Gas supply expenses 0 0
Other 70,104 70,104
Total cost of revenues 70,104 0 0 0 0 0 0 70,104
Gross profit 57,078 0 0 0 0 0 0 57,078
OPERATING EXPENSES:
Operation and maintenance:
Energy marketing and trading 0 0
Utility 0 0
Argentine distribution and other 22,470 706 (105) 10 21,859
Depreciation and amortization 7,748 7,748
Non-recurring charges 0 0
Total operating expenses 30,218 0 706 0 0 (105) 10 29,607
Equity in earnings 2,467 (4,772) 4,772 204 2,263
OPERATING INCOME 29,327 (4,772) 4,066 0 0 105 194 29,734
Interco chargebacks 0 0
Other income and deductions 1,458 1,458
Interco int income (expense) (7,201) (7,201)
Interest charges, minority interests,
and preferred dividends 12,306 12,306
INCOME BEFORE INCOME TAXES 11,278 (4,772) 4,066 0 0 105 194 11,685
Income taxes 6,965 (247) 42 68 7,102
NET INCOME 4,313 (4,772) 4,313 0 0 63 126 4,583
</TABLE>
Page 59
<PAGE>
<TABLE>
LG&E INTERNATIONAL INC. Exhibit A
Consolidating Statement of
Retained Earnings - Part 1
Year Ended December 31, 1997
<CAPTION>
(EWG)
LG&E LG&E LG&E
Inter- LG&E Power Power Totals
national Mendoza LPI Ven- Finance Spain From
Totals Adj's Inc. Services ezuela I Inc. Inc. Part 2
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning retained earnings (1,691) (783) (1,689) (2) 0 (64) (144) 991
Net income 4,313 (4,772) 4,313 0 0 63 126 4,583
Dividends 0 0
Other 0 0
Ending retained earnings 2,622 (5,555) 2,624 (2) 0 (1) (18) 5,574
</TABLE>
Page 60
<PAGE>
<TABLE>
LG&E INTERNATIONAL INC. Exhibit A
Consolidating Balance Sheet - Part 2
ASSETS
December 31, 1997
<CAPTION>
(EWG)
LG&E LG&E LG&E
Power Ar- Power Ar- Power Ar- LG&E
gentina gentina gentina Centro
Totals I, Inc. II, Inc. III, Inc. Inc.
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 30,650 30,275 375
Marketable securities 0 0
Accounts receivable (net) 22,484 20,546 98 1,840
Materials and supplies:
Fuel 0 0
Gas stored underground 617 617
Other 0 0
Price risk management assets 0 0
Prepayments and other 9 0 9
Total current assets 53,760 0 51,438 98 2,224
UTILITY PLANT:
Electric 0 0
Gas 0 0
Common 0 0
Original cost 0 0 0 0 0
Acc depreciation 0 0
Net utility plant 0 0 0 0 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 61,913 16,536 0 45,377
Investments in subsidiaries 0 0
Non-utility property and plant, net 237,210 237,203 7
Price risk management assets 0 0
Other 3,797 3,797
Total other prop and investments 302,920 16,536 241,000 45,384 0
DEFERRED DEBITS:
Regulatory assets 0 0
Goodwill, net 0 0
Other 2,260 2,260 0
Total deferred debits 2,260 2,260 0 0 0
Total assets 358,940 18,796 292,438 45,482 2,224
</TABLE>
Page 61
<PAGE>
<TABLE>
LG&E INTERNATIONAL INC. Exhibit A
Consolidating Balance Sheet - Part 2
CAPITAL AND LIABILITIES
December 31, 1997
<CAPTION>
(EWG)
LG&E LG&E LG&E
Power Ar- Power Ar- Power Ar- LG&E
gentina gentina gentina Centro
Totals I, Inc. II, Inc. III, Inc. Inc.
<S> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0 0
Notes payable 0 0
Accounts payable 11,411 11,335 76
Trimble County settlement 0 0
Dividends payable 0 0
Accrued taxes 10,418 (17) 10,693 (889) 631
Accrued interest 0 0
Intercompany accounts 142,099 (2,278) 99,237 45,083 57
Price risk management liabilities 0 0
Other 3,052 31 2,746 275
Total current liabilities 166,980 (2,264) 124,011 44,194 1,039
LONG-TERM DEBT:
First mortgage bonds 37,539 37,539
Unamortized premium 0 0
Total debt 37,539 0 37,539 0 0
DEFERRED CREDITS:
Accum deferred income taxes 16,941 384 14,874 1,683
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 2,922 2,922
Total deferred credits 19,863 384 17,796 0 1,683
MINORITY INTERESTS 105,985 105,985
CUMULATIVE PREFERRED STOCK 3,025 3,025
CAPITALIZATION:
Common stock 0 0
Common stock expense 0 0
Additional paid-in capital 19,974 19,962 0 12
Unreal loss on marketable securities 0 0
Retained earnings 5,574 714 4,082 1,288 (510)
Total common equity 25,548 20,676 4,082 1,288 (498)
Total capital and liabilities 358,940 18,796 292,438 45,482 2,224
</TABLE>
Page 62
<PAGE>
<TABLE>
LG&E INTERNATIONAL INC. Exhibit A
Consolidating Income Statement - Part 2
Year Ended December 31, 1997
<CAPTION>
(EWG)
LG&E LG&E LG&E
Power Ar- Power Ar- Power Ar- LG&E
gentina gentina gentina Centro
Totals I, Inc. II, Inc. III, Inc. Inc.
<S> <C> <C> <C> <C> <C>
REVENUES:
Energy marketing and trading 0 0
Electric utility 0 0
Gas utility 0 0
Other 127,182 124,960 2,222
Total revenues 127,182 0 124,960 0 2,222
COST OF REVENUES:
Energy marketing and trading 0 0
Fuel and power purchased 0 0
Gas supply expenses 0 0
Other 70,104 70,104
Total cost of revenues 70,104 0 70,104 0 0
Gross profit 57,078 0 54,856 0 2,222
OPERATING EXPENSES:
Operation and maintenance:
Energy marketing and trading 0 0
Utility 0 0
Argentine distribution and other 21,859 112 21,294 34 419
Depreciation and amortization 7,748 179 7,569
Non-recurring charges 0 0
Total operating expenses 29,607 291 28,863 34 419
Equity in earnings 2,263 (148) 0 2,411
OPERATING INCOME 29,734 (439) 25,993 2,377 1,803
Interco chargebacks 0 0
Other income and deductions 1,458 1,457 1
Interco int income (expense) (7,201) (5,013) (2,188)
Interest charges, minority interests,
and preferred dividends 12,306 12,306
INCOME BEFORE INCOME TAXES 11,685 (439) 10,131 189 1,804
Income taxes 7,102 (162) 6,049 (1,099) 2,314
NET INCOME 4,583 (277) 4,082 1,288 (510)
</TABLE>
Page 63
<PAGE>
<TABLE>
LG&E INTERNATIONAL INC. Exhibit A
Consolidating Statement of
Retained Earnings - Part 2
Year Ended December 31, 1997
<CAPTION>
(EWG)
LG&E LG&E LG&E
Power Ar- Power Ar- Power Ar- LG&E
gentina gentina gentina Centro
Totals I, Inc. II, Inc. III, Inc. Inc.
<S> <C> <C> <C> <C> <C>
Beginning retained earnings 991 991 0
Net income 4,583 (277) 4,082 1,288 (510)
Dividends 0 0
Other 0 0
Ending retained earnings 5,574 714 4,082 1,288 (510)
</TABLE>
Page 64
<PAGE>
<TABLE>
LG&E ARGENTINA II, INC. Exhibit A
Consolidating Balance Sheet
ASSETS
December 31, 1997
<CAPTION>
Distrib- Invers-
LG&E uidora ora
Power Ar- de Gas de Gas
gentina del del
Totals Adj's II, Inc. Centro Centro
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 30,275 30,187 88
Marketable securities 0
Accounts receivable (net) 20,546 72 20,474
Materials and supplies:
Fuel 0
Gas stored underground 617 617
Other 0
Price risk management assets 0
Prepayments and other 0
Total current assets 51,438 0 72 51,278 88
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
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 0
Investments in subsidiaries 0 (187,386) 85,650 101,736
Non-utility property and plant, net 237,203 28,358 208,845
Price risk management assets 0
Other 3,797 3,797
Total other prop and investments 241,000 (187,386) 114,008 212,642 101,736
DEFERRED DEBITS:
Regulatory assets 0
Goodwill, net 0
Other 0
Total deferred debits 0 0 0 0 0
Total assets 292,438 (187,386) 114,080 263,920 101,824
</TABLE>
Page 65
<PAGE>
<TABLE>
LG&E ARGENTINA II, INC. Exhibit A
Consolidating Balance Sheet
CAPITAL AND LIABILITIES
December 31, 1997
<CAPTION>
Distrib- Invers-
LG&E uidora ora
Power Ar- de Gas de Gas
gentina del del
Totals Adj's II, Inc. Centro Centro
<S> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0
Notes payable 0
Accounts payable 11,335 (66) 11,359 42
Trimble County settlement 0
Dividends payable 0
Accrued taxes 10,693 291 10,402
Accrued interest 0
Intercompany accounts 99,237 99,237
Price risk management liabilities 0
Other 2,746 377 2,356 13
Total current liabilities 124,011 0 99,839 24,117 55
LONG-TERM DEBT:
First mortgage bonds 37,539 37,539
Unamortized premium 0
Total debt 37,539 0 0 37,539 0
DEFERRED CREDITS:
Accum deferred income taxes 14,874 14,874
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 2,922 1,572 1,350
Total deferred credits 17,796 0 16,446 1,350 0
MINORITY INTERESTS 105,985 104,555 1,430
CUMULATIVE PREFERRED STOCK 3,025 (10,470) 13,495
CAPITALIZATION:
Common stock 0
Common stock expense 0
Additional paid-in capital 0 (271,110) 182,736 88,374
Unreal loss on marketable securities 0
Retained earnings 4,082 (10,361) (2,205) 16,748 (100)
Total common equity 4,082 (281,471) (2,205) 199,484 88,274
Total capital and liabilities 292,438 (187,386) 114,080 263,920 101,824
</TABLE>
Page 66
<PAGE>
<TABLE>
LG&E ARGENTINA II, INC. Exhibit A
Consolidating Income Statement
Year Ended December 31, 1997
<CAPTION>
Distrib- Invers-
LG&E uidora ora
Power Ar- de Gas de Gas
gentina del del
Totals Adj's II, Inc. Centro Centro
<S> <C> <C> <C> <C> <C>
REVENUES:
Energy marketing and trading 0
Electric utility 0
Gas utility 0
Other 124,960 (72) 125,032
Total revenues 124,960 0 (72) 125,032 0
COST OF REVENUES:
Energy marketing and trading 0
Fuel and power purchased 0
Gas supply expenses 0
Other 70,104 70,104
Total cost of revenues 70,104 0 0 70,104 0
Gross profit 54,856 0 (72) 54,928 0
OPERATING EXPENSES:
Operation and maintenance:
Energy marketing and trading 0
Utility 0
Argentine distribution and other 21,294 21,192 102
Depreciation and amortization 7,569 853 6,716
Non-recurring charges 0
Total operating expenses 28,863 0 853 27,908 102
Equity in earnings 0 (1,260) 1,260
OPERATING INCOME 25,993 (1,260) 335 27,020 (102)
Interco chargebacks 0
Other income and deductions 1,457 (66) 98 1,425
Interco int income (expense) (5,013) (5,013)
Interest charges, minority interests,
and preferred dividends 12,306 9,035 3,273 (2)
INCOME BEFORE INCOME TAXES 10,131 (10,361) (4,580) 25,172 (100)
Income taxes 6,049 (2,375) 8,424
NET INCOME 4,082 (10,361) (2,205) 16,748 (100)
</TABLE>
Page 67
<PAGE>
<TABLE>
LG&E ARGENTINA II, INC. Exhibit A
Consolidating Statement of
Retained Earnings
Year Ended December 31, 1997
<CAPTION>
Distrib- Invers-
LG&E uidora ora
Power Ar- de Gas de Gas
gentina del del
Totals Adj's II, Inc. Centro Centro
<S> <C> <C> <C> <C> <C>
Beginning retained earnings 0
Net income 4,082 (10,361) (2,205) 16,748 (100)
Dividends 0
Other 0
Ending retained earnings 4,082 (10,361) (2,205) 16,748 (100)
</TABLE>
Page 68
<PAGE>
<TABLE>
HD ENERGY CORP. Exhibit A
Consolidating Balance Sheet
ASSETS
December 31, 1997
<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
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
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
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>
Page 69
<PAGE>
<TABLE>
HD ENERGY CORP. Exhibit A
Consolidating Balance Sheet
CAPITAL AND LIABILITIES
December 31, 1997
<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
MINORITY INTERESTS 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>
Page 70
<PAGE>
<TABLE>
HD ENERGY CORP. Exhibit A
Consolidating Income Statement
Year Ended December 31, 1997
<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:
Energy marketing and trading 0 0
Electric utility 0 0
Gas utility 0 0
Other 0 0
Total revenues 0 0 0 0 0 0 0
COST OF REVENUES:
Energy marketing and trading 0 0
Fuel and power purchased 0 0
Gas supply expenses 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:
Energy marketing and trading 0 0
Utility 0 0
Argentine distribution and other 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 charges, minority interests,
and preferred 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>
Page 71
<PAGE>
<TABLE>
HD ENERGY CORP. Exhibit A
Consolidating Statement of
Retained Earnings
Year Ended December 31, 1997
<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 0 (48) 0 (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>
Page 72
<PAGE>
<TABLE>
HADSON GAS TRANS CO Exhibit A
Consolidating Balance Sheet
ASSETS
December 31, 1997
<CAPTION>
Hadson Hadson
Gas Indus-
Trans. trial
Totals Adj's Co. Sales
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 0
Marketable securities 0
Accounts receivable (net) 699 699
Materials and supplies:
Fuel 0
Gas stored underground 0
Other 0
Price risk management assets 0
Prepayments and other 0
Total current assets 699 0 699 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
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 0
Investments in subsidiaries 10,703 10,703
Non-utility property and plant, net 2,439 2,123 316
Price risk management assets 0
Other 0
Total other prop and investments 13,142 0 12,826 316
DEFERRED DEBITS:
Regulatory assets 0
Goodwill, net 0
Other 0
Total deferred debits 0 0 0 0
Total assets 13,841 0 13,525 316
</TABLE>
Page 73
<PAGE>
<TABLE>
HADSON GAS TRANS CO Exhibit A
Consolidating Balance Sheet
CAPITAL AND LIABILITIES
December 31, 1997
<CAPTION>
Hadson Hadson
Gas Indus-
Trans. trial
Totals Adj's Co. Sales
<S> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0
Notes payable 0
Accounts payable 700 700
Trimble County settlement 0
Dividends payable 0
Accrued taxes 123 128 (5)
Accrued interest 0
Intercompany accounts 12,586 12,455 131
Price risk management liabilities 0
Other 0
Total current liabilities 13,409 0 13,283 126
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 0
Other 0
Total deferred credits 0 0 0 0
MINORITY INTERESTS 0
CUMULATIVE PREFERRED STOCK 0
CAPITALIZATION:
Common stock 0
Common stock expense 0
Additional paid-in capital (595) (800) 205
Unreal loss on marketable securities 0
Retained earnings 1,027 1,042 (15)
Total common equity 432 0 242 190
Total capital and liabilities 13,841 0 13,525 316
</TABLE>
Page 74
<PAGE>
<TABLE>
HADSON GAS TRANS CO Exhibit A
Consolidating Income Statement
Year Ended December 31, 1997
<CAPTION>
Hadson Hadson
Gas Indus-
Trans. trial
Totals Adj's Co. Sales
<S> <C> <C> <C> <C>
REVENUES:
Energy marketing and trading 8,905 8,905
Electric utility 0
Gas utility 0
Other 0
Total revenues 8,905 0 8,905 0
COST OF REVENUES:
Energy marketing and trading 8,210 8,210
Fuel and power purchased 0
Gas supply expenses 0
Other 0
Total cost of revenues 8,210 0 8,210 0
Gross profit 695 0 695 0
OPERATING EXPENSES:
Operation and maintenance:
Energy marketing and trading 281 281
Utility 0
Argentine distribution and other 0
Depreciation and amortization 109 95 14
Non-recurring charges 0
Total operating expenses 390 0 376 14
Equity in earnings 0
OPERATING INCOME 305 0 319 (14)
Interco chargebacks 0
Other income and deductions 0
Interco int income (expense) 0
Interest charges, minority interests,
and preferred dividends 0
INCOME BEFORE INCOME TAXES 305 0 319 (14)
Income taxes 123 128 (5)
NET INCOME 182 0 191 (9)
</TABLE>
Page 75
<PAGE>
<TABLE>
HADSON GAS TRANS CO Exhibit A
Consolidating Statement of
Retained Earnings
Year Ended December 31, 1997
<CAPTION>
Hadson Hadson
Gas Indus-
Trans. trial
Totals Adj's Co. Sales
<S> <C> <C> <C> <C>
Beginning retained earnings 845 851 (6)
Net income 182 0 191 (9)
Dividends 0
Other 0
Ending retained earnings 1,027 0 1,042 (15)
</TABLE>
Page 76
<PAGE>
<TABLE>
NuHPI INC. Exhibit A
Consolidating Balance Sheet
ASSETS
December 31, 1997
<CAPTION>
Hadson
Power
NuHPI Live
Totals Adj's Inc. Oak
<S> <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
UTILITY PLANT:
Electric 0
Gas 0
Common 0
Original cost 0 0 0 0
Acc depreciation 0
Net utility plant 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
DEFERRED DEBITS:
Regulatory assets 0
Goodwill, net 0
Other 0
Total deferred debits 0 0 0 0
Total assets 0 0 0 0
</TABLE>
Page 77
<PAGE>
<TABLE>
NuHPI INC. Exhibit A
Consolidating Balance Sheet
CAPITAL AND LIABILITIES
December 31, 1997
<CAPTION>
Hadson
Power
NuHPI Live
Totals Adj's Inc. Oak
<S> <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
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 0
Other 0
Total deferred credits 0 0 0 0
MINORITY INTERESTS 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 (7,295) (7,295)
Total common equity (7,295) 0 (7,295) 0
Total capital and liabilities 0 0 0 0
</TABLE>
Page 78
<PAGE>
<TABLE>
NuHPI INC. Exhibit A
Consolidating Income Statement
Year Ended December 31, 1997
<CAPTION>
Hadson
Power
NuHPI Live
Totals Adj's Inc. Oak
<S> <C> <C> <C> <C>
REVENUES:
Energy marketing and trading 0
Electric utility 0
Gas utility 0
Other 0
Total revenues 0 0 0 0
COST OF REVENUES:
Energy marketing and trading 0
Fuel and power purchased 0
Gas supply expenses 0
Other 0
Total cost of revenues 0 0 0 0
Gross profit 0 0 0 0
OPERATING EXPENSES:
Operation and maintenance:
Energy marketing and trading 0
Utility 0
Argentine distribution and other 0
Depreciation and amortization 0
Non-recurring charges 0
Total operating expenses 0 0 0 0
Equity in earnings 0
OPERATING INCOME 0 0 0 0
Interco chargebacks 0
Other income and deductions 0
Interco int income (expense) 0
Interest charges, minority interests,
and preferred dividends 0
INCOME BEFORE INCOME TAXES 0 0 0 0
Income taxes 0
NET INCOME 0 0 0 0
</TABLE>
Page 79
<PAGE>
<TABLE>
NuHPI INC. Exhibit A
Consolidating Statement of
Retained Earnings
Year Ended December 31, 1997
<CAPTION>
Hadson
Power
NuHPI Live
Totals Adj's Inc. Oak
<S> <C> <C> <C> <C>
Beginning retained earnings (7,295) 0 (7,295) 0
Net income 0 0 0 0
Dividends 0
Other 0
Ending retained earnings (7,295) 0 (7,295) 0
</TABLE>
Page 80
<PAGE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Balance Sheet - Part 1
ASSETS
December 31, 1997
<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) 9,736 9,736 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 9,736 0 9,736 0 0 0 0 0
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
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 95,979 15,696 38,429 41,854
Investments in subsidiaries 2,696 (65,745) 68,441 0 0
Non-utility property and plant, net 88 88 0 0
Price risk management assets 0 0 0
Other 0 0 0
Total other prop and investments 98,763 (65,745) 68,529 0 0 15,696 38,429 41,854
DEFERRED DEBITS:
Regulatory assets 0 0 0
Goodwill, net 13,675 13,675 0 0
Other 0 0 0
Total deferred debits 13,675 0 13,675 0 0 0 0 0
Total assets 122,174 (65,745) 91,940 0 0 15,696 38,429 41,854
</TABLE>
Page 81
<PAGE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Balance Sheet - Part 1
CAPITAL AND LIABILITIES
December 31, 1997
<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 2 2 0 0
Trimble County settlement 0 0 0
Dividends payable 0 0 0
Accrued taxes (3,584) (10,545) 1,527 1,491 827 (2,318) 5,434
Accrued interest 0 0 0
Intercompany accounts (504) (2,730) (5,058) (5,260) 7,892 11,308 (6,656)
Price risk management liabilities 0 0 0
Other 766 766 0 0
Total current liabilities (3,320) 0 (12,507) (3,531) (3,769) 8,719 8,990 (1,222)
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 41,987 13,876 (1,398) (1,238) 3,421 14,251 13,075
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 26,706 26,706 0 0
Total deferred credits 68,693 0 40,582 (1,398) (1,238) 3,421 14,251 13,075
MINORITY INTERESTS 0 0 0
CUMULATIVE PREFERRED STOCK 0 0 0
CAPITALIZATION:
Common stock 3 (5) 2 3 3 0 0
Common stock expense 0 0 0
Additional paid-in capital 9,205 (6,509) 9,204 0 6,510
Unreal loss on marketable securities 0 0 0
Retained earnings 47,593 (59,231) 54,659 4,926 5,004 3,556 15,188 23,491
Total common equity 56,801 (65,745) 63,865 4,929 5,007 3,556 15,188 30,001
Total capital and liabilities 122,174 (65,745) 91,940 0 0 15,696 38,429 41,854
</TABLE>
Page 82
<PAGE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Income Statement - Part 1
Year Ended December 31, 1997
<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:
Energy marketing and trading 0 0 0
Electric utility 0 0 0
Gas utility 0 0 0
Other 3,148 3,014 0 134
Total revenues 3,148 0 3,014 0 0 0 0 134
COST OF REVENUES:
Energy marketing and trading 0 0 0
Fuel and power purchased 0 0 0
Gas supply expenses 0 0 0
Other 1,049 1,049 0 0
Total cost of revenues 1,049 0 1,049 0 0 0 0 0
Gross profit 2,099 0 1,965 0 0 0 0 134
OPERATING EXPENSES:
Operation and maintenance:
Energy marketing and trading 0 0 0
Utility 0 0 0
Argentine distribution and other 3,948 3,938 3 2 5
Depreciation and amortization 439 439 0 0
Non-recurring charges 0 0 0
Total operating expenses 4,387 0 4,377 3 0 0 2 5
Equity in earnings 15,881 (15,360) 15,361 26 19 1,891 1,440 12,504
OPERATING INCOME 13,593 (15,360) 12,949 23 19 1,891 1,438 12,633
Interco chargebacks (874) (874) 0 0
Other income and deductions (170) (170) 0 0
Interco int income (expense) 1,598 1,598 0 0
Interest charges, minority interests,
and preferred dividends 0 0 0
INCOME BEFORE INCOME TAXES 14,147 (15,360) 13,503 23 19 1,891 1,438 12,633
Income taxes 4,303 (683) 10 8 784 (1,060) 5,244
NET INCOME 9,844 (15,360) 14,186 13 11 1,107 2,498 7,389
</TABLE>
Page 83
<PAGE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Statement of
Retained Earnings - Part 1
Year Ended December 31, 1997
<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 37,749 (43,871) 40,473 4,913 4,993 2,449 12,690 16,102
Net income 9,844 (15,360) 14,186 13 11 1,107 2,498 7,389
Dividends 0 0 0
Other 0 0 0
Ending retained earnings 47,593 (59,231) 54,659 4,926 5,004 3,556 15,188 23,491
</TABLE>
Page 84
<PAGE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Balance Sheet - Part 2
ASSETS
December 31, 1997
<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
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
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 38,429 11,980 442 21,756 25 4,226
Investments in subsidiaries 0
Non-utility property and plant, net 0
Price risk management assets 0
Other 0
Total other prop and investments 38,429 11,980 442 21,756 0 0 25 4,226
DEFERRED DEBITS:
Regulatory assets 0
Goodwill, net 0
Other 0
Total deferred debits 0 0 0 0 0 0 0 0
Total assets 38,429 11,980 442 21,756 0 0 25 4,226
</TABLE>
Page 85
<PAGE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Balance Sheet - Part 2
CAPITAL AND LIABILITIES
December 31, 1997
<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 (2,318) 1,710 (63) (2,873) 24 (27) (1,089)
Accrued interest 0
Intercompany accounts 11,308 (643) 155 8,492 (184) 5 3,483
Price risk management liabilities 0
Other 0
Total current liabilities 8,990 1,067 92 5,619 (160) 0 (22) 2,394
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
MINORITY INTERESTS 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 15,188 7,488 146 7,281 158 11 104
Total common equity 15,188 7,488 146 7,281 158 0 11 104
Total capital and liabilities 38,429 11,980 442 21,756 0 0 25 4,226
</TABLE>
Page 86
<PAGE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Income Statement - Part 2
Year Ended December 31, 1997
<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:
Energy marketing and trading 0
Electric utility 0
Gas utility 0
Other 0
Total revenues 0 0 0 0 0 0 0 0
COST OF REVENUES:
Energy marketing and trading 0
Fuel and power purchased 0
Gas supply expenses 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:
Energy marketing and trading 0
Utility 0
Argentine distribution and other 2 1 1
Depreciation and amortization 0
Non-recurring charges 0
Total operating expenses 2 0 0 1 0 0 0 1
Equity in earnings 1,440 2,753 (11) (557) (17) (728)
OPERATING INCOME 1,438 2,753 (11) (558) 0 0 (17) (729)
Interco chargebacks 0
Other income and deductions 0
Interco int income (expense) 0
Interest charges, minority interests,
and preferred dividends 0
INCOME BEFORE INCOME TAXES 1,438 2,753 (11) (558) 0 0 (17) (729)
Income taxes (1,060) 1,143 (30) (1,535) (15) (623)
NET INCOME 2,498 1,610 19 977 0 0 (2) (106)
</TABLE>
Page 87
<PAGE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Statement of
Retained Earnings - Part 2
Year Ended December 31, 1997
<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 12,690 5,878 127 6,304 158 0 13 210
Net income 2,498 1,610 19 977 0 0 (2) (106)
Dividends 0
Other 0
Ending retained earnings 15,188 7,488 146 7,281 158 0 11 104
</TABLE>
Page 88
<PAGE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Balance Sheet - Part 3
ASSETS
December 31, 1997
<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 hampton 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
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
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 41,854 10,915 1,145 754 578 279 28,183
Investments in subsidiaries 0
Non-utility property and plant, net 0
Price risk management assets 0
Other 0
Total other prop and investments 41,854 10,915 1,145 754 578 0 279 28,183
DEFERRED DEBITS:
Regulatory assets 0
Goodwill, net 0
Other 0
Total deferred debits 0 0 0 0 0 0 0 0
Total assets 41,854 10,915 1,145 754 578 0 279 28,183
</TABLE>
Page 89
<PAGE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Balance Sheet - Part 3
CAPITAL AND LIABILITIES
December 31, 1997
<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 hampton 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 5,434 1,791 112 208 217 (262) 31 3,337
Accrued interest 0
Intercompany accounts (6,656) (1,046) (282) (1,351) (1,145) 1,029 (36) (3,825)
Price risk management liabilities 0
Other 0
Total current liabilities (1,222) 745 (170) (1,143) (928) 767 (5) (488)
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 13,075 3,002 372 367 322 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 13,075 3,002 372 367 322 93 89 8,830
MINORITY INTERESTS 0
CUMULATIVE PREFERRED STOCK 0
CAPITALIZATION:
Common stock 0
Common stock expense 0
Additional paid-in capital 6,510 66 6,444
Unreal loss on marketable securities 0
Retained earnings 23,491 7,168 943 1,530 1,184 (860) 129 13,397
Total common equity 30,001 7,168 943 1,530 1,184 (860) 195 19,841
Total capital and liabilities 41,854 10,915 1,145 754 578 0 279 28,183
</TABLE>
Page 90
<PAGE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Income Statement - Part 3
Year Ended December 31, 1997
<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 hampton vista well Partners Power 16 Roanoke
Totals Inc. Inc. Inc. Inc. Inc. Inc. Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Energy marketing and trading 0
Electric utility 0
Gas utility 0
Other 134 45 45 44
Total revenues 134 0 45 45 44 0 0 0
COST OF REVENUES:
Energy marketing and trading 0
Fuel and power purchased 0
Gas supply expenses 0
Other 0
Total cost of revenues 0 0 0 0 0 0 0 0
Gross profit 134 0 45 45 44 0 0 0
OPERATING EXPENSES:
Operation and maintenance:
Energy marketing and trading 0
Utility 0
Argentine distribution and other 5 5
Depreciation and amortization 0
Non-recurring charges 0
Total operating expenses 5 0 0 0 0 0 5 0
Equity in earnings 12,504 2,987 193 285 313 87 8,639
OPERATING INCOME 12,633 2,987 238 330 357 0 82 8,639
Interco chargebacks 0
Other income and deductions 0
Interco int income (expense) 0
Interest charges, minority interests,
and preferred dividends 0
INCOME BEFORE INCOME TAXES 12,633 2,987 238 330 357 0 82 8,639
Income taxes 5,244 1,239 99 137 147 37 3,585
NET INCOME 7,389 1,748 139 193 210 0 45 5,054
</TABLE>
Page 91
<PAGE>
<TABLE>
LG&E POWER OPERATIONS Exhibit A
Consolidating Statement of
Retained Earnings - Part 3
Year Ended December 31, 1997
<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 hampton 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 16,102 5,420 804 1,337 974 (860) 84 8,343
Net income 7,389 1,748 139 193 210 0 45 5,054
Dividends 0
Other 0
Ending retained earnings 23,491 7,168 943 1,530 1,184 (860) 129 13,397
</TABLE>
Page 92
<PAGE>
<TABLE>
LG&E POWER ENGINEERS & CONSTRUCTORS Exhibit A
Consolidating Balance Sheet
ASSETS
December 31, 1997
<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 0
Marketable securities 0
Accounts receivable (net) 416 416
Materials and supplies:
Fuel 0
Gas stored underground 0
Other 0
Price risk management assets 0
Prepayments and other 1 1
Total current assets 417 0 417 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
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 0
Investments in subsidiaries 0 (8,455) 8,455
Non-utility property and plant, net 0
Price risk management assets 0
Other 0
Total other prop and investments 0 (8,455) 8,455 0 0
DEFERRED DEBITS:
Regulatory assets 0
Goodwill, net 0
Other 0
Total deferred debits 0 0 0 0 0
Total assets 417 (8,455) 8,872 0 0
</TABLE>
Page 93
<PAGE>
<TABLE>
LG&E POWER ENGINEERS & CONSTRUCTORS Exhibit A
Consolidating Balance Sheet
CAPITAL AND LIABILITIES
December 31, 1997
<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 28 11 17
Trimble County settlement 0
Dividends payable 0
Accrued taxes (2,063) (755) (1,308)
Accrued interest 0
Intercompany accounts 2,935 4,336 (1,388) (13)
Price risk management liabilities 0
Other 306 40 266
Total current liabilities 1,206 0 3,632 (2,413) (13)
LONG-TERM DEBT:
First mortgage bonds 0
Unamortized premium 0
Total debt 0 0 0 0 0
DEFERRED CREDITS:
Accum deferred income taxes (12,640) (6,612) (6,028)
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 706 706
Total deferred credits (11,934) 0 (5,906) (6,028) 0
MINORITY INTERESTS 0
CUMULATIVE PREFERRED STOCK 0
CAPITALIZATION:
Common stock 113 (3) 113 3
Common stock expense 0
Additional paid-in capital 0
Unreal loss on marketable securities 0
Retained earnings 11,032 (8,452) 11,033 8,438 13
Total common equity 11,145 (8,455) 11,146 8,441 13
Total capital and liabilities 417 (8,455) 8,872 0 0
</TABLE>
Page 94
<PAGE>
<TABLE>
LG&E POWER ENGINEERS & CONSTRUCTORS Exhibit A
Consolidating Income Statement
Year Ended December 31, 1997
<CAPTION>
LG&E LG&E
Power Power Ultra-
Engr & Const Clean
Totals Adj's Const Inc. Inc.
<S> <C> <C> <C> <C> <C>
REVENUES:
Energy marketing and trading 0
Electric utility 0
Gas utility 0
Other 22 22
Total revenues 22 0 22 0 0
COST OF REVENUES:
Energy marketing and trading 0
Fuel and power purchased 0
Gas supply expenses 0
Other (1) (1)
Total cost of revenues (1) 0 (1) 0 0
Gross profit 23 0 23 0 0
OPERATING EXPENSES:
Operation and maintenance:
Energy marketing and trading 0
Utility 0
Argentine distribution and other 211 68 143
Depreciation and amortization 0
Non-recurring charges 0
Total operating expenses 211 0 68 143 0
Equity in earnings 0
OPERATING INCOME (188) 0 (45) (143) 0
Interco chargebacks 0
Other income and deductions 350 84 266
Interco int income (expense) 0
Interest charges, minority interests,
and preferred dividends 0
INCOME BEFORE INCOME TAXES 162 84 221 (143) 0
Income taxes 67 126 (59)
NET INCOME 95 84 95 (84) 0
</TABLE>
Page 95
<PAGE>
<TABLE>
LG&E POWER ENGINEERS & CONSTRUCTORS Exhibit A
Consolidating Statement of
Retained Earnings
Year Ended December 31, 1997
<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 10,937 (8,536) 10,938 8,522 13
Net income 95 84 95 (84) 0
Dividends 0
Other 0
Ending retained earnings 11,032 (8,452) 11,033 8,438 13
</TABLE>
Page 96
<PAGE>
<TABLE>
LG&E ENERGY MARKETING INC. Exhibit A
Consolidating Balance Sheet
ASSETS
December 31, 1997
<CAPTION>
(EWG)
LG&E
Energy
Market-
Totals Adj's HESI ing Inc.
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and temporary investments 10,174 10,174
Marketable securities 0
Accounts receivable (net) 311,453 9 311,444
Materials and supplies:
Fuel 0
Gas stored underground 5,682 5,682
Other 0
Price risk management assets 119,707 119,707
Prepayments and other 6,484 6,484
Total current assets 453,500 0 9 453,491
UTILITY PLANT:
Electric 0
Gas 0
Common 0
Original cost 0 0 0 0
Acc depreciation 0
Net utility plant 0 0 0 0
OTHER PROPERTY AND INVESTMENTS:
Investments in affiliates 0
Investments in subsidiaries 2,694 2,694
Non-utility property and plant, net 8,615 8,615
Price risk management assets 43,533 43,533
Other 7,626 7,626
Total other prop and investments 62,468 0 0 62,468
DEFERRED DEBITS:
Regulatory assets 0
Goodwill, net 0
Other 0
Total deferred debits 0 0 0 0
Total assets 515,968 0 9 515,959
</TABLE>
Page 97
<PAGE>
<TABLE>
LG&E ENERGY MARKETING INC. Exhibit A
Consolidating Balance Sheet
CAPITAL AND LIABILITIES
December 31, 1997
<CAPTION>
(EWG)
LG&E
Energy
Market-
Totals Adj's HESI ing Inc.
<S> <C> <C> <C> <C>
CURRENT LIABILITIES:
Long-term debt due w/in 1 year 0
Notes payable 0
Accounts payable 304,143 304,143
Trimble County settlement 0
Dividends payable 0
Accrued taxes (9,830) (9,830)
Accrued interest 0
Intercompany accounts 37,865 (426) 38,291
Price risk management liabilities 116,057 116,057
Other 13,454 13,454
Total current liabilities 461,689 0 (426) 462,115
LONG-TERM DEBT:
First mortgage bonds 0
Unamortized premium 0
Total debt 0 0 0 0
DEFERRED CREDITS:
Accum deferred income taxes 5,482 5,482
ITC, in process of amortization 0
Acc prov for pensions 0
Cust advances for construction 0
Regulatory liability 0
Price risk management liabilities 23,702 23,702
Other 3,293 3,293
Total deferred credits 32,477 0 0 32,477
MINORITY INTERESTS 0
CUMULATIVE PREFERRED STOCK 0
CAPITALIZATION:
Common stock 1 1
Common stock expense 0
Additional paid-in capital 10,308 10,308
Unreal loss on marketable securities 0
Retained earnings 11,493 435 11,058
Total common equity 21,802 0 435 21,367
Total capital and liabilities 515,968 0 9 515,959
</TABLE>
Page 98
<PAGE>
<TABLE>
LG&E ENERGY MARKETING INC. Exhibit A
Consolidating Income Statement
Year Ended December 31, 1997
<CAPTION>
(EWG)
LG&E
Energy
Market-
Totals Adj's HESI ing Inc.
<S> <C> <C> <C> <C>
REVENUES:
Energy marketing and trading 2,797,708 2,797,708
Electric utility 0
Gas utility 0
Other 0
Total revenues 2,797,708 0 0 2,797,708
COST OF REVENUES:
Energy marketing and trading 2,804,992 2,804,992
Fuel and power purchased 0
Gas supply expenses 0
Other 0
Total cost of revenues 2,804,992 0 0 2,804,992
Gross profit (7,284) 0 0 (7,284)
OPERATING EXPENSES:
Operation and maintenance:
Energy marketing and trading 9,673 9,673
Utility 0
Argentine distribution and other 0
Depreciation and amortization 1,510 1,510
Non-recurring charges 7,144 7,144
Total operating expenses 18,327 0 0 18,327
Equity in earnings 0
OPERATING INCOME (25,611) 0 0 (25,611)
Interco chargebacks (2,623) (2,623)
Other income and deductions 1,897 1,897
Interco int income (expense) 0
Interest charges, minority interests,
and preferred dividends 0
INCOME BEFORE INCOME TAXES (26,337) 0 0 (26,337)
Income taxes (7,520) (7,520)
NET INCOME (18,817) 0 0 (18,817)
</TABLE>
Page 99
<PAGE>
<TABLE>
LG&E ENERGY MARKETING INC. Exhibit A
Consolidating Statement of
Retained Earnings
Year Ended December 31, 1997
<CAPTION>
(EWG)
LG&E
Energy
Market-
Totals Adj's HESI ing Inc.
<S> <C> <C> <C> <C>
Beginning retained earnings 30,310 435 29,875
Net income (18,817) 0 0 (18,817)
Dividends 0
Other 0
Ending retained earnings 11,493 0 435 11,058
</TABLE>
Page 100
<PAGE>
<TABLE>
LG&E ENERGY CORP. Exhibit A
Equity-Method Investees
and Owners - Part 1
December 31, 1997
<CAPTION>
Equity-Method Investee Wind- Distrib- San Mi- LG&E LG&E LG&E LG&E
power uidora K.W. guel De West- West- West- West-
Partners de Gas Tarifa, Tucuman, moreland moreland moreland moreland
1994 Cuyana S.A. S.A. Ren'laer Altavista Altavista Hopewell
Owner LG&E LG&E LG&E LG&E LG&E
Power 31 Power Ar- Power Power Ar- LG&E LG&E Alta- LG&E
Wind gentina Spain gentina Power 15 Power 12 vista Power 13
Inc. III, Inc. Inc. I, Inc. Inc. Inc. Inc. Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ownership interest 24% 14% 46% 33% 25% 45% 5% 45%
Ownership interest in $000s:
Assets 10,269 41,953 21,555 17,919 26,381 40,335 4,482 40,999
Revenue 923 17,162 4,342 5,778 26,734 10,221 1,136 10,057
Net income (loss) (715) 2,970 208 (148) 2,776 2,890 321 3,076
</TABLE>
Amounts equal totals reported by investees times ownership
interest percents.
Page 101
<PAGE>
<TABLE>
LG&E ENERGY CORP. Exhibit A
Equity-Method Investees
and Owners - Part 2
December 31, 1997
<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 4,555 43,213 4,801 706 34,592 178,147 3,636 428
Revenue 1,117 10,274 1,142 79 3,863 51,312 1,047 38
Net income (loss) 342 2,079 231 (11) (557) 9,044 185 (30)
</TABLE>
Amounts equal totals reported by investees times ownership
interest percents.
Page 102
<PAGE>
<TABLE>
LG&E ENERGY CORP. Exhibit B
Financial Data Schedule
December 31, 1997
<CAPTION>
The information required by Exhibit B is presented below. This information
is also included in Exhibit 27.
<S> <C>
Total assets 3,366,391
Total operating revenues 4,263,820
Net income 97,817
</TABLE>
Page 103
<PAGE>
LG&E ENERGY MARKETING INC. Exhibit C
System Affiliation
December 31, 1997
LG&E Energy Corp.
(Kentucky corporation)
|
--------------------------|
| |
Louisville Gas and LG&E Capital Corp.
Electric Company (Kentucky corporation)
(Kentucky corporation) |
|
LG&E Power Inc.
(Delaware corporation)
|
--------------------------|--------------------------------
| |
| |
LG&E Power Operations Inc. LG&E Power Marketing
(California corporation) Inc. (California
| corporation)
50% |
| 50%
| |
----------------LG&E Power 15 Incorporated -------------
(California corporation)
|
50%
|
LG&E-Westmoreland Rensselaer
(California general partnership)
Page 104
<PAGE>
LG&E POWER GENERATION, L.P. Exhibit C
System Affiliation
December 31, 1997
LG&E Energy Corp.
(Kentucky corporation)
|
--------------------------|
| |
Louisville Gas and LG&E Capital Corp.
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. (Cali-
(California corporation) fornia corporation)
(Dissolved) (Dissolved)
| |
--------------------------|--------------------
|
LG&E Power Generation, L.P.
(California limited partnership)
(To be dissolved)
Page 105
<PAGE>
WESTMORELAND - LG&E PARTNERS Exhibit C
System Affiliation
December 31, 1997
LG&E Energy Corp.
(Kentucky corporation)
|
--------------------------|
| |
Louisville Gas and LG&E Capital Corp.
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 (Cali-
| fornia corporation)
| |
50% 50%
| |
--------------------------|--------------------
|
LG&E - Roanoke Valley, L.P.
(California limited partnership)
|
50%
|
Westmoreland - LG&E Partners
(Virginia general partnership)
Page 106
<PAGE>
LG&E-WESTMORELAND RENSSELAER Exhibit C
System Affiliation
December 31, 1997
LG&E Energy Corp.
(Kentucky corporation)
|
--------------------------|
| |
Louisville Gas and LG&E Capital Corp.
Electric Company (Kentucky corporation)
(Kentucky corporation) |
|
LG&E Power Inc.
(Delaware corporation)
|
--------------------------|--------------------------------
| |
| LG&E Power Development
LG&E Power Operations Inc. Inc. (California
(California corporation) 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)
Page 107
<PAGE>
LG&E-WESTMORELAND ALTAVISTA Exhibit C
System Affiliation
December 31, 1997
LG&E Energy Corp.
(Kentucky corporation)
|
--------------------------|
| |
Louisville Gas and LG&E Capital Corp.
Electric Company (Kentucky corporation)
(Kentucky corporation) |
|
LG&E Power Inc.
(Delaware corporation)
|
|
LG&E Power Operations Inc.
(California corporation)
|
--------------------------|--------------------------------
| |
| LG&E Altavista Incor-
LG&E Power 12 Incorporated porated (California
(California corporation) corporation)
| |
| 20%
45% |
| LG&E Altavista L.P.
| (California limited
| partnership)
| |
| 25%
-----------------LG&E-Westmoreland Altavista ------------
(California general
partnership)
Page 108
<PAGE>
LG&E-WESTMORELAND HOPEWELL Exhibit C
System Affiliation
December 31, 1997
LG&E Energy Corp.
(Kentucky corporation)
|
--------------------------|
| |
Louisville Gas and LG&E Capital Corp.
Electric Company (Kentucky corporation)
(Kentucky corporation) |
|
LG&E Power Inc.
(Delaware corporation)
|
|
LG&E Power Operations Inc.
(California corporation)
|
--------------------------|--------------------------------
| |
| LG&E Hopewell Incor-
LG&E Power 13 Incorporated porated (California
(California corporation) corporation)
| |
| 20%
45% |
| LG&E Hopewell L.P.
| (California limited
| partnership)
| |
| 25%
-----------------LG&E-Westmoreland Hopewell -------------
(California general
partnership)
Page 109
<PAGE>
LG&E-WESTMORELAND SOUTHAMPTON Exhibit C
System Affiliation
December 31, 1997
LG&E Energy Corp.
(Kentucky corporation)
|
--------------------------|
| |
Louisville Gas and LG&E Capital Corp.
Electric Company (Kentucky corporation)
(Kentucky corporation) |
|
LG&E Power Inc.
(Delaware corporation)
|
|
LG&E Power Operations Inc.
(California corporation)
|
--------------------------|--------------------------------
| |
| LG&E Southampton In-
LG&E Power 11 Incorporated corporated (California
(California corporation) corporation)
| |
| 20%
45% |
| LG&E Southampton L.P.
| (California limited
| partnership)
| |
| 25%
-----------------LG&E-Westmoreland Southampton -----------
(California general
partnership)
Page 110
<PAGE>
K.W. TARIFA, S.A. Exhibit C
System Affiliation
December 31, 1997
LG&E Energy Corp.
(Kentucky corporation)
|
--------------------------|
| |
Louisville Gas and LG&E Capital Corp.
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)
Page 111
<PAGE>
CENTRAL TERMICA SAN MIGUEL Exhibit C
DE TUCUMAN, S.A.
System Affiliation
December 31, 1997
LG&E Energy Corp.
(Kentucky corporation)
|
--------------------------|
| |
Louisville Gas and LG&E Capital Corp.
Electric Company (Kentucky corporation)
(Kentucky corporation) |
|
LG&E International Inc.
(Delaware corporation)
|
|
LG&E Power Argentina I, Inc.
(Delaware corporation)
|
33.3%
|
Central Termica San Miguel De Tucuman, S.A.
(Argentinian sociedad anomina)
Page 112
<PAGE>
LG&E POWER SERVICES INC. Exhibit C
System Affiliation
December 31, 1997
LG&E Energy Corp.
(Kentucky Corporation)
|
--------------------------|
| |
Louisville Gas and LG&E Capital Corp.
Electric Company (Kentucky corporation)
(Kentucky corporation) |
|
LG&E Power Inc.
(Delaware corporation)
|
|
LG&E Power Services Inc.
(California corporation)
Page 113
<PAGE>
WINDPOWER PARTNERS 1993 L.P. Exhibit C
System Affiliation
December 31, 1997
LG&E Energy Corp.
(Kentucky corporation)
|
--------------------------|
| |
Louisville Gas and LG&E Capital Corp.
Electric Company (Kentucky corporation)
(Kentucky corporation) |
|
LG&E Power Inc.
(Delaware corporation)
|
|
LG&E Power Operations Inc.
(California corporation)
|
--------------------------|---------------------------
| |
| LG&E Power 21 Wind
LG&E Power 21 Incorporated-----------------| Inc. (California cor-
(California corporation) | poration)
| | |
| 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.)
Page 114
<PAGE>
WINDPOWER PARTNERS 1994 L.P. Exhibit C
System Affiliation
December 31, 1997
LG&E Energy Corp.
(Kentucky corporation)
|
--------------------------|
| |
Louisville Gas and LG&E Capital Corp.
Electric Company (Kentucky corporation)
(Kentucky corporation) |
|
LG&E Power Inc.
(Delaware corporation)
|
|
LG&E Power Operations Inc.
(California corporation)
|
--------------------------|---------------------------
| |
| LG&E Power 31 Wind
LG&E Power 31 Incorporated-----------------| Inc. (California cor-
(California corporation) | poration) |
| | |
| 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.)
Page 115
<PAGE>
DISTRIBUIDORA DE GAS Exhibit C
DEL CENTRO S.A.
System Affiliation
December 31, 1997
LG&E Energy Corp.
(Kentucky corporation)
|
--------------------------|
| |
Louisville Gas and LG&E Capital Corp.
Electric Company (Kentucky corporation)
(Kentucky corporation) |
|
LG&E International Inc.
(Delaware corporation)
|
|
LG&E Power Argentina II Inc.
(Delaware corporation)
|
|
----------------------------
| |
| 75%
| |
| Inversora de Gas
| Del Centro S.A.
7.6% (Argentine
| sociedad anonima)
| |
| 38.25%
| |
Distribuidora de Gas----------------
Del Centro S.A.
(Argentine
sociedad anonima)
Page 116
<PAGE>
DISTRIBUIDORA DE GAS Exhibit C
CUYANA S.A.
System Affiliation
December 31, 1997
LG&E Energy Corp.
(Kentucky corporation)
|
--------------------------|
| |
Louisville Gas and LG&E Capital Corp.
Electric Company (Kentucky corporation)
(Kentucky corporation) |
|
LG&E International Inc.
(Delaware corporation)
|
|
LG&E Power Argentina II Inc.
(Delaware corporation)
|
|
----------------------------
| |
| 24%
| |
| Inversora de Gas
| Cuyana S.A.
2.16% (Argentine
| sociedad anonima)
| |
| 12.24%
| |
Distribuidora de Gas----------------
Cuyana S.A.
(Argentine
sociedad anonima)
Page 117
<TABLE> <S> <C>
<ARTICLE> OPUR3
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 3,366,391
<TOTAL-OPERATING-REVENUES> 4,263,820
<NET-INCOME> 97,817
</TABLE>
|
|