-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, CmM794embG9ApWpa4l5wRpMhULDvK0lyRYuQBab2iOwMil8k6IuJOeUTlTwC6uSK qApGEGmt9LcAp5BW8D1iog== 0000055387-94-000012.txt : 19940228 0000055387-94-000012.hdr.sgml : 19940228 ACCESSION NUMBER: 0000055387-94-000012 CONFORMED SUBMISSION TYPE: U-3A-2 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENTUCKY UTILITIES CO CENTRAL INDEX KEY: 0000055387 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 610247570 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-3A-2 SEC ACT: 35 SEC FILE NUMBER: 069-00141 FILM NUMBER: 94512973 BUSINESS ADDRESS: STREET 1: ONE QUALITY ST CITY: LEXINGTON STATE: KY ZIP: 40507 BUSINESS PHONE: 6062552100 U-3A-2 1 KENTUCKY UTILITIES 1993 FORM U-3A-2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. FORM U-3A-2 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 KENTUCKY UTILITIES 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, and submits the following information: 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. (a) The Claimant. Kentucky Utilities Company (hereinafter called "Company") is a Kentucky and Virginia corporation, and has its principal executive office at One Quality Street, Lexington, Kentucky 40507. The Company is a public utility engaged principally in the production and sale of electric energy. At December 31, 1993, the Company furnished electric service to about 409,700 retail customers in over 600 communities and adjacent suburban and rural areas, located in 77 counties in central, southeastern and western Kentucky and one adjoining county in Tennessee; and also sold electric energy at wholesale in 11 municipalities, interchanged power with two generating and transmission cooperatives and supplied at retail the -1- major portion of the requirements of one other municipality. The Company also supplied electric service to about 27,900 customers in about 40 communities and adjacent rural areas, located in five counties in southwestern Virginia. The territory served by the Company has an estimated population of about 1,000,000 and includes most of the "Bluegrass Region" of central Kentucky and parts of the coal mining areas in southeastern and western Kentucky and southwestern Virginia. Bituminous coal mining, automotive and related industries, agriculture, primary metals processing, crude oil production, pipeline transportation, and the manufacture of electrical and other machinery and of paper and paper products, are among the principal industries in the territory served. Reference is made to the Company's Form 10-K for the year ended December 31, 1992, and Form 10-Q's for the quarters ended March 31, 1993, June 30, 1993, and September 30, 1993, for further information regarding the business of the Company. (b) Electric Energy, Inc. The Company owns 12,400 shares of the common stock, par value $100 per share, of Electric Energy, Inc. (hereinafter called "EEI"), an Illinois corporation, constituting 20% of the outstanding voting securities of EEI. The principal executive office of EEI is located at Joppa, Illinois. EEI owns and operates a steam electric generating station having a capacity of about 1,000,000 kilowatts, located near Joppa, Illinois, and related transmission facilities, for the purpose of supplying power to a gaseous diffusion project of the Department of Energy (hereinafter called "DOE") located near Paducah, Kentucky, under a power contract with DOE expiring in 2005. The delivery commitment of EEI under its -2- power contract with DOE is 75% of the station's annual output through December 31, 2005, subject to reduction in certain circumstances. Under a power supply agreement between EEI and the four sponsoring companies which own its common stock (including the Company), the Company had agreed to purchase, through 2005, a portion of the capacity of the station not sold to DOE and others. However, the Company's share of the available capacity was increased to 20% effective January 1, 1994. The Company's obligation to provide a portion of EEI's operating expenses, taxes, and certain debt service is based upon the amount of the Company's annual percentage of the EEI station capacity. At December 31, 1993 EEI had outstanding long- term indebtedness of $60,000,000. For a description of the organization, business, financing, and properties of EEI, reference is made to the applications and declarations (and the amendments and exhibits thereto) relating to EEI heretofore filed with the Securities and Exchange Commission, under the Public Utility Holding Company Act of 1935, by EEI, the Company, and others in File Nos. 70-2540, 70-2647, 70-2973, 70-3095, 70-3120, 70-3595, and 70-3596, and to the findings, opinions, and orders of the Commission with respect thereto. 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. (a) At December 31, 1993, the Company owned and regularly -3- operated five steam electric generating stations, two hydroelectric generating stations and three gas/oil turbine peaking units. The name plate ratings, effective capability and location of each of these electric generating stations is as follows:
Nameplate Effective Rating (KW) Capability (KW) Steam: Ghent Ghent, Ky 2,226,060 2,006,000 Green River South Carrollton, Ky 263,636 238,000 E.W. Brown Burgin, Ky 739,534 668,000 Tyrone Tyrone, Ky 137,500 135,000 Pineville Four Mike, Ky 37,500 34,000 Hydro: Dix Dam & Lock #7 Burgin, Ky 30,297 24,000 Gas/Oil Peaking: Haefling Lexington, Ky 62,100 59,000 3,496,627 3,164,000
At December 31, 1993, the Company also owned and operated about 4,006 pole miles of transmission lines; 87 transmission substations; 372 distribution substations; about 13,311 pole miles of distribution lines located in or adjacent to the communities served by the Company, in the State of Kentucky and in a small rural area in one county in Tennessee. The Company also owned at December 31, 1993, about 246 miles of electric transmission lines serving 10 transmission substations, 43 distribution substations and about 1,047 pole miles of distribution lines located in or adjacent to the 40 communities served by it, all located in the State of Virginia. Kentucky Utilities has major interconnection ties with the following companies: UTILITY LOCATION TIE VOLTAGE Ohio Power Company Kenton to Hillsboro 138 kv Kentucky Power Company Rodburn to Morehead 69 kv Louisville Gas & Electric Green River Steel to Cloverport138 kv Hardinsburg to Cloverport 138 kv Finchville to Middletown 69 kv -4- Eastwood to Shelbyville 69 kv Tennessee Valley Authority Pocket to Phipps Bend 500 kv Livingston to Calvert 161 kv Livingston to Ky. Dam 161 kv Pineville to Pineville 161 kv KU Park to Pineville 161-69 kv Paducah to Ky. Dam 69 kv Paducah/Princeton to Ky. Dam 69 kv East Kentucky RECC 41 ties in Kentucky 161-138-69 kv Owensboro Municipal Utilities Hardin County to Smith 345 kv Green River Steel to Smith 138 kv Green River Steel to Smith 69 kv Ohio Valley Electric Carrollton to Clifty 138 kv Electric Energy Inc Grahamville to C-33A 161 kv Public Service of Indiana Ghent to Speed 345 kv Ghent to Batesville 345 kv Ghent to Fairview 138 kv Big Rivers Rural Elect. Coop. Hardinsburg to Hardinsburg 138 kv Reference is made to the Company's Form 10-K for the year ended December 31, 1992 and Form 10-Q's for the quarters ended March 31, 1993, June 30, 1993, and September 30, 1993, for additional information with respect to the properties owned by the Company. (b) See paragraph (b) under Item 1 above and filings with the Securities and Exchange Commission referred to therein for a description of the properties of EEI. 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. (b) Number of KWH of electric energy and MCF of natural or manufactured gas distributed at retail outside of the State in which each such company is organized. (c) Number of KWH of electric energy and MCF of natural or manufactured gas sold at wholesale outside of the State in which each -5- such company is organized, or at the State line. (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. The information required by this item, so far as applicable, is included as Exhibit D. Neither the Company, nor EEI engages in the business of selling or distributing gas. The Company is predominantly a public utility company whose operations as such do not extend beyond the States in which it is organized (Kentucky and Virginia) and States contiguous thereto (Tennessee) and, on the basis of the foregoing, is entitled to exemption as a holding company pursuant to paragraph (2) of Section 3(a) of the Public Utility Holding Company Act of 1935 and paragraph (a) (2) of Rule 2 of the Commission promulgated under said Act. EEI, an Illinois corporation, owns property and operates in the State of Illinois and supplies power to the DOE project located in Kentucky. Reference is made to the exhibits filed herewith. In 1993, the Company received dividends from EEI amounting to $2,557,634.72. 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. (b) Name of each system company that holds an interest in such EWG or foreign utility company; and description of the interest held. (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. (d) Capitalization and earnings of the EWG or foreign utility company during the reporting period. -6- (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). The Company did not hold directly or indirectly any interest in an EWG or a foreign utility company during the reporting period and therefore, has no information to report under this item. -7- * * * * * * * In making and filing this statement, Kentucky Utilities Company specifically reserves the right to apply at any time in the future to the Securities and Exchange Commission (a) pursuant to Section 2 (a)(7) of the Public Utility Holding Company Act of 1935, for an order declaring it is not a holding company under clause (a) of said section by reason of its investment in EEI, and/or (b) for an order exempting it from the provisions of the Public Utility Holding Company Act of 1935 pursuant to Section 3(a) or any other provision of said Act or any rule or regulation of the Commission thereunder. Neither the making and filing of this statement nor anything contained herein shall constitute or be construed to be an admission that Kentucky Utilities Company is not entitled to any such order. The above-named claimant has caused this statement to be duly executed on its behalf by its authorized officer on this 25th day of February, 1994. KENTUCKY UTILITIES COMPANY By \s\ John T. Newton John T. Newton Chairman and President (Corporate Seal) Attest: \s\ George S. Brooks, II George S. Brooks II, Corporate Secretary -8- Names and addresses of persons to whom notices and correspondence concerning this statement should be addressed: John T. Newton Chairman of the Board and President Kentucky Utilities Company One Quality Street Lexington, Kentucky 40507 Robert A. Yolles Jones, Day, Reavis & Pogue 77 West Wacker Chicago, Illinois 60601-1692 Exhibit A-1 Balance Sheet of Kentucky Utilities Company as of December 31, 1993. Exhibit A-2 Statement of Income of Kentucky Utilities Company for the year 1993. Exhibit A-3 Statement of Surplus of Kentucky Utilities Company for the year 1993. Exhibit A-4 Balance Sheet of Electric Energy, Inc., as of December 31, 1993. Exhibit A-5 Statement of Income and Surplus of Electric Energy, Inc., for the year 1993. Exhibit B Not required at this time Exhibit C Not applicable Exhibit D Statement showing sales and purchases of electric energy for the calendar year 1993 by Kentucky Utilities Company and Electric Energy, Inc. -9- EXHIBIT A-1 Page 1 of 2 KENTUCKY UTILITIES COMPANY BALANCE SHEET AS OF DECEMBER 31, 1993 (in thousands of dollars) ASSETS UTILITY PLANT Original Cost of Plant in Service $2,004,688 Construction Work in Progress 158,829 Total 2,163,517 Less: Reserves for Depreciation 879,960 Total 1,283,557 INVESTMENTS AND FUNDS (1) Ohio Valley Electric Corporation 250 Property Not Used in Operations, less Accumulated Depreciation 4,078 Investment in Associated Companies Electric Energy, Inc. 2,204 Lexington Utilities Co. 1 Other Investments 483 Special Funds 5,797 12,813 CURRENT ASSETS Cash and Cash Equivalents 64,852 Accounts Receivable Less Reserve of $923 41,383 Receivables from Associated Companies 74 Fuel, Principally Coal, at Average Cost 31,073 Materials and Supplies, at Average Cost 17,261 Prepaid Expense and Other 7,804 Accrued Utility Revenues 25,575 188,022 DEFERRED DEBITS 74,660 $1,559,052 (1) Investments and funds are stated at cost except for Electric Energy, Inc., which is stated at equity in underlying book value. -10- -11- EXHIBIT A-1 Page 2 of 2 KENTUCKY UTILITIES COMPANY BALANCE SHEET AS OF DECEMBER 31, 1993 (in thousands of dollars) LIABILITIES & EQUITY CAPITALIZATION Common Stock Equity Common Stock $ 308,140 Retained Earnings 243,520 Unappropriated Undistributed Subsidiary Earnings 909 Prem. on Capital Stock & Capital Stock Expense (463) Total Common Stock Equity 552,106 Preferred Stock 40,000 Long-Term Debt 442,045 Total Capitalization 1,034,151 CURRENT LIABILITIES Preferred Stock and Long-Term Debt Due Within One Year 20,021 Accounts Payable 44,006 Customers' Deposits 10,803 Accrued Taxes 4,660 Accrued Interest 7,302 Other 51,010 137,802 DEFERRED CREDITS AND OPERATING RESERVES Investment Tax Credit, Being Amortized Over Twenty-Five Years 42,385 Deferred Income Taxes 248,103 Regulatory Liabilities 69,689 Other 26,922 387,099 $1,559,052 -12- EXHIBIT A-2 Page 1 of 1 KENTUCKY UTILITIES COMPANY STATEMENT OF INCOME AS OF DECEMBER 31, 1993 (in thousands of dollars) ELECTRIC OPERATING REVENUES $606,588 OPERATING EXPENSES AND TAXES Electric Power Purchased 34,711 Fuel, Materials, Labor, etc., Used in Operations 283,840 Maintenance of Utility Plant 59,451 Provision for Depreciation 60,800 Federal and State Income Taxes 48,178 Property and Other Taxes 14,347 Total Operating Expenses and Taxes 501,327 NET OPERATING INCOME 105,261 OTHER INCOME AND DEDUCTIONS Allow. for Funds Used Dur. Const. 408 Interest and Other (Net) 5,735 Equity in Earnings of Subsidiary Companies 2,596 GROSS INCOME 114,000 INTEREST CHARGES Interest on Long-Term Debt 31,650 Other Interest Charges 1,249 Allowance for Borrowed Funds Used During Construction (185) Total Interest Charges 32,714 NET INCOME $ 81,286 -13- EXHIBIT A-3 Page 1 of 1 KENTUCKY UTILITIES COMPANY STATEMENT OF SURPLUS AS OF DECEMBER 31, 1993 (in thousands of dollars) EARNED SURPLUS Balance December 31, 1992 $226,210 Add: Net Income for 1993 81,286 Less: Dividends: Preferred Stock 4 3/4% 950 Preferred Stock 7.84% 1,568 Preferred Stock 6.53% 40 Common Stock 60,509 63,067 Balance December 31, 1993 $244,429 -14- EXHIBIT A-4 Page 1 of 2 ELECTRIC ENERGY, INC. BALANCE SHEET AS OF DECEMBER 31, 1993 (in thousands of dollars) ASSETS AND OTHER DEBITS UTILITY PLANT Unaudited Utility Plant in Service $285,413 Construction Work in Progress 14,475 Total 299,888 Less: Reserves for Depreciation 209,917 Total 89,971 CURRENT AND ACCRUED ASSETS Cash 199 Working Funds 28 Receivables: Accounts Receivable 20,601 Receivables from Associated Companies 17,319 Total Receivables 37,920 Fuel Stock (Coal Inventory) 4,708 Materials and Supplies 5,879 Prepayments 598 Total Current and Accrued Assets 49,332 INVESTMENTS AND DEFERRED DEBITS Investments in Associated Companies 105 Unamortized Debt Discount and Expense 377 Other Deferred Debits 16,785 Total Investments and Deferred Debits 17,267 Total Assets and Other Debits $156,570 -15- EXHIBIT A-4 Page 2 of 2 ELECTRIC ENERGY, INC. BALANCE SHEET AS OF DECEMBER 31, 1993 (in thousands of dollars) LIABILITIES AND OTHER CREDITS STOCKHOLDERS EQUITY Common Stock $ 6,200 Retained Earnings 2,634 Total Equity Capital 8,834 LONG-TERM DEBT Long-Term Debt 60,000 Total Long-Term Debt 60,000 CURRENT AND ACCRUED LIABILITIES Notes Payable 40,600 Accounts Payable 26,218 Taxes Accrued 3,890 Interest Accrued 502 Payables to Associated Companies 4,293 Dividends Declared 3,002 Tax Collections Payable 102 Total Current and Accrued Liabilities 78,607 DEFERRED CREDITS AND OTHER LIABILITIES Accumulated Deferred Income Taxes 616 Prov. for Injuries and Damages 434 Prov. for Pensions and Benefits 4,226 Other Deferred Credits 3,853 Total Deferred Credits 9,129 Total Liabilities and Other Credits $156,570 -16- EXHIBIT A-5 Page 1 of 1 ELECTRIC ENERGY, INC. YEAR ENDED DECEMBER 31, 1993 (in thousands of dollars) STATEMENT OF INCOME AND SURPLUS OPERATING INCOME Unaudited Operating Revenues Sales to Department of Energy $ 236,198 Sales to Other Electric Utilities 39,406 Total Operating Revenues 275,604 OPERATING EXPENSES Power Purchased 103,885 Operating Expenses 118,685 Maintenance Expenses 18,378 Depreciation 7,138 Federal and State Income Taxes 7,415 Taxes Other Than Income Taxes 1,770 Total Operating Expenses 257,271 Net Operating Income 18,333 OTHER INCOME AND DEDUCTIONS Interest and Dividend Income 608 Gain on Disposition of Allowances 141 Miscellaneous (Net) (24) Net Other Income and Deductions 725 INTEREST CHARGES Other Interest Expense 6,017 Total Interest Charges 6,017 Net Income $ 13,041 Retained Earnings Beginning of Year $ 2,634 Add: Net Income 13,041 Less: Dividends Declared 13,041 Retained Earnings End of Year $ 2,634 -17- EXHIBIT D Page 1 of 1 SALES AND PURCHASES OF ELECTRIC ENERGY CALENDAR YEAR 1993 Kentucky Electric Utilities Co. Energy, Inc. KWH Sold (at retail or wholesale) 15,796,442,862 13,511,883,904 KWH Distributed at retail outside of state in which organized 144,795 11,928,093,904 (a) KWH Sold at wholesale outside of state in which organized or at state line 581,475,000 (d) (b) KWH Purchased outside of state in which organized or at state line 245,762,000 (c) (a) Represents energy sold to Paducah, Kentucky, Project of Energy Research and Development Administration. (b) In 1993 Electric Energy, Inc., sold to Kentucky Utilities Company 245,517,000 kilowatt-hours of energy, which was metered at the Joppa, Illinois, Generating Station of Electric Energy, Inc., and delivered to Kentucky Utilities Company at the Paducah, Kentucky, project of the Energy Research and Development Administration. (c) Not including the 245,517,000 kilowatt-hours purchased from Electric Energy, Inc., delivery of which was received in Kentucky, as stated in footnote (b) above. (d) Not including the 169,886,000 kilowatt-hours sold to Electric Energy, Inc. -18- -----END PRIVACY-ENHANCED MESSAGE-----