-----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, pyg9qifAEzQeX/oX7XscuB+difUbUmFCh3rjD1YptGiKjRlkpq0Kumon+J1hmn84 jeWiQ2stPYFTSEYKIfKxOw== 0000055387-95-000004.txt : 19950301 0000055387-95-000004.hdr.sgml : 19950301 ACCESSION NUMBER: 0000055387-95-000004 CONFORMED SUBMISSION TYPE: U-3A-2 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950224 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENTUCKY UTILITIES CO CENTRAL INDEX KEY: 0000055387 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 610247570 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-3A-2 SEC ACT: 1935 Act SEC FILE NUMBER: 069-00141 FILM NUMBER: 95514989 BUSINESS ADDRESS: STREET 1: ONE QUALITY ST CITY: LEXINGTON STATE: KY ZIP: 40507 BUSINESS PHONE: 6062552100 U-3A-2 1 KENTUCKY UTILITIES 1994 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, 1994, the Company furnished electric service to about 418,100 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 28,300 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, the manufacture of paper and paper products and of electrical and other machinery and primary metals processing 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, 1993, and Form 10-Q's for the quarters ended March 31, 1994, June 30, 1994, and September 30, 1994, 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 power contract with DOE is 75% of the station's annual output through -2- 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, 1994 EEI had outstanding long- term indebtedness of $130,000,000. 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, 1994, the Company owned and regularly operated five steam electric generating stations, two hydroelectric -3- generating stations and four 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 2,000,000 Green River South Carrollton, Ky 263,636 241,000 E.W. Brown Burgin, Ky 739,534 661,000 Tyrone Tyrone, Ky 137,500 135,000 Pineville Four Mike, Ky 37,500 35,000 Hydro: Dix Dam & Lock #7 Burgin, Ky 30,297 24,000 Gas/Oil Peaking: Haefling Lexington, Ky 62,100 59,000 E.W. Brown Burgin, Ky 119,000 110,000 3,615,627 3,265,000
At December 31, 1994, the Company also owned and operated about 4,007 pole miles of transmission lines; 177 transmission substations; 472 distribution substations; about 13,183 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, 1994, about 245 miles of electric transmission lines serving 15 transmission substations, 54 distribution substations and about 1,013 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 -4- Finchville to Middletown 69 kv 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, 1993 and Form 10-Q's for the quarters ended March 31, 1994, June 30, 1994, and September 30, 1994, 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 -5- manufactured gas sold at wholesale outside of the State in which each 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 1994, the Company received dividends from EEI amounting to $2,720,830.31. 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 -6- company during the reporting period. (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 24th day of February, 1995. KENTUCKY UTILITIES COMPANY By /s/ John Newton John Newton Chairman and Chief Executive Officer (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 Chief Executive Officer 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, 1994. Exhibit A-2 Statement of Income of Kentucky Utilities Company for the year 1994. Exhibit A-3 Statement of Surplus of Kentucky Utilities Company for the year 1994. Exhibit A-4 Balance Sheet of Electric Energy, Inc., as of December 31, 1994. Exhibit A-5 Statement of Income and Surplus of Electric Energy, Inc., for the year 1994. 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 1994 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, 1994 (in thousands of dollars) ASSETS UTILITY PLANT Original Cost of Plant in Service $ 2,238,926 Construction Work in Progress 104,385 Total 2,343,311 Less: Reserves for Depreciation 933,394 Total 1,409,917 INVESTMENTS AND FUNDS (1) Ohio Valley Electric Corporation 250 Property Not Used in Operations, less Accumulated Depreciation 4,485 Investment in Associated Companies Electric Energy, Inc. 2,244 Lexington Utilities Co. 1 Other Investments 483 Special Funds 5,882 13,345 CURRENT ASSETS Cash and Cash Equivalents 28,575 Accounts Receivable Less Reserve of $457 41,502 Receivables from Associated Companies 158 Fuel, Principally Coal, at Average Cost 35,652 Materials and Supplies, at Average Cost 20,081 Prepaid Expense and Other 10,616 Accrued Utility Revenues 24,227 160,811 DEFERRED DEBITS 34,027 $ 1,618,100 (1) Investments and funds are stated at cost except for Electric Energy, Inc., which is stated at equity in underlying book value. -10- EXHIBIT A-1 Page 2 of 2 KENTUCKY UTILITIES COMPANY BALANCE SHEET AS OF DECEMBER 31, 1994 (in thousands of dollars) LIABILITIES & EQUITY CAPITALIZATION Common Stock Equity Common Stock $ 308,140 Retained Earnings 256,708 Unappropriated Undistributed Subsidiary Earnings 948 Capital Stock Expense (595) Total Common Stock Equity 565,201 Preferred Stock 40,000 Long-Term Debt 496,012 Total Capitalization 1,101,213 CURRENT LIABILITIES Long-Term Debt Due Within One Year 21 Short-term Borrowings 76,300 Accounts Payable 49,517 Customers' Deposits 6,423 Accrued Taxes 9,422 Accrued Interest 7,328 Other 21,391 170,402 DEFERRED CREDITS AND OPERATING RESERVES Investment Tax Credit, Being Amortized Over Twenty-Five Years 38,275 Deferred Income Taxes 214,892 Regulatory Tax Liability 60,788 Other 32,530 346,485 $ 1,618,100 -11- EXHIBIT A-2 Page 1 of 1 KENTUCKY UTILITIES COMPANY STATEMENT OF INCOME AS OF DECEMBER 31, 1994 (in thousands of dollars) ELECTRIC OPERATING REVENUES $ 636,652 OPERATING EXPENSES AND TAXES Electric Power Purchased 61,442 Fuel, Materials, Labor, etc., Used in Operations 283,366 Maintenance of Utility Plant 66,134 Provision for Depreciation 65,259 Federal and State Income Taxes 44,683 Property and Other Taxes 14,582 Total Operating Expenses and Taxes 535,466 NET OPERATING INCOME 101,186 OTHER INCOME AND DEDUCTIONS Allow. for Funds Used Dur. Const. 1,094 Interest and Other (Net) 6,539 Equity in Earnings of Subsidiary Companies 2,760 GROSS INCOME 111,579 INTEREST CHARGES Interest on Long-Term Debt 32,147 Other Interest Charges 2,411 Allowance for Borrowed Funds Used During Construction (491) Total Interest Charges 34,067 NET INCOME $ 77,512 -12- EXHIBIT A-3 Page 1 of 1 KENTUCKY UTILITIES COMPANY STATEMENT OF SURPLUS AS OF DECEMBER 31, 1994 (in thousands of dollars) EARNED SURPLUS Balance December 31, 1993 $ 244,429 Add: Net Income for 1994 77,512 Less: Dividends: Preferred Stock 4 3/4% 950 Preferred Stock 7.84% 131 Preferred Stock 6.53% 1,303 Common Stock 61,644 Preferred Stock Redemption Expense 257 64,285 Balance December 31, 1994 $ 257,656 -13- EXHIBIT A-4 Page 1 of 2 ELECTRIC ENERGY, INC. BALANCE SHEET AS OF DECEMBER 31, 1994 (in thousands of dollars) ASSETS UTILITY PLANT Unaudited Utility Plant in Service $ 321,408 Construction Work in Progress 7,795 Total 329,203 Less: Accumulated Depreciation of Utility Plant 218,578 Total Utility Plant, Net 110,625 CURRENT ASSETS Cash 91 Working Funds 38 Receivables: Accounts Receivable 23,210 Receivables from Associated Companies 17,183 Total Receivables 40,393 Fuel Inventory 5,173 Plant Materials and Supplies Inventory 5,656 Prepayments 533 Total Current Assets 51,884 OTHER ASSETS Unamortized Debt Expense 723 Other Deferred Debits 27,854 Total Other Assets 28,577 Total Assets $ 191,086 -14- EXHIBIT A-4 Page 2 of 2 ELECTRIC ENERGY, INC. BALANCE SHEET AS OF DECEMBER 31, 1994 (in thousands of dollars) STOCKHOLDERS' EQUITY AND LIABILITIES STOCKHOLDERS' EQUITY Common Stock $ 6,200 Retained Earnings 2,634 Total Stockholders' Equity 8,834 LONG-TERM DEBT 130,000 CURRENT LIABILITIES Notes Payable, Bank 16,100 Accounts Payable 12,130 Accounts Payable to Sponsoring Companies 10,209 Accrued Interest 457 Dividends Payable 3,280 Accrued Taxes Other Than Income 103 Accrued Income Taxes 2,380 Total Current Liabilities 44,659 OTHER LIABILITIES Provision for Injuries and Damages 678 Postretirement Benefit Liability 3,151 Pension Liability 3,350 Deferred Taxes 414 Total Other Liabilities 7,593 Total Stockholders' Equity and Liabilities $ 191,086 -15- EXHIBIT A-5 Page 1 of 1 ELECTRIC ENERGY, INC. YEAR ENDED DECEMBER 31, 1994 (in thousands of dollars) STATEMENT OF INCOME AND SURPLUS OPERATING INCOME Unaudited Operating Revenues Sales to Department of Energy $ 238,689 Sales to Other Electric Utilities 62,923 Other Electric Revenues 61 Total Operating Revenues 301,673 OPERATING EXPENSES Purchased Power 133,883 Fuel 78,895 Operation 19,940 Maintenance 19,076 Depreciation 13,559 Income Taxes 11,087 Taxes Other Than Income Taxes 1,929 Total Operating Expenses 278,369 Income From Operations 23,304 OTHER (INCOME) AND EXPENSE Interest Income (301) Interest Expense 9,429 Other, (Net) 285 Total Other (Income) and Expense 9,413 Net Income $ 13,891 Retained Earnings Beginning of Year $ 2,634 Add: Net Income 13,891 Less: Dividends Declared 13,891 Retained Earnings End of Year $ 2,634 -16- EXHIBIT D Page 1 of 1 SALES AND PURCHASES OF ELECTRIC ENERGY CALENDAR YEAR 1994 Kentucky Electric Utilities Co. Energy, Inc. KWH Sold (at retail or wholesale) 17,596,389,441 15,636,124,339 KWH Distributed at retail outside of state in which organized 127,727 12,879,400,339 (a) KWH Sold at wholesale outside of state in which organized or at state line 668,652,000 (d) (b) KWH Purchased outside of state in which organized or at state line 204,490,000 (c) (a) Represents energy sold to Paducah, Kentucky, Project of Energy Research and Development Administration. (b) In 1994 Electric Energy, Inc., sold to Kentucky Utilities Company 1,407,415,000 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 1,407,415,000 kilowatt-hours purchased from Electric Energy, Inc., delivery of which was received in Kentucky, as stated in footnote (b) above. (d) Not including the 1,509,479,000 kilowatt-hours sold to Electric Energy, Inc. -17- EX-27 2 FINANCIAL DATA SCHEDULE FOR 1994 FORM U-3A-2
OPUR3 This schedule contains summary financial information extracted from the Balance Sheet as of December 31, 1994 and the Income Statement for the period ended December 31, 1994 and is qualified in its entirety by reference to such Form U-3A-2 Annual Report. 1,000 YEAR DEC-31-1994 DEC-31-1994 PER-BOOK 1,618,100 636,652 77,512
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