-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LVltcjvaaJ5hUqaOp5R183Wf+ymUIunjDkxDsfQkd8hP+oPQ/9c5VIz7zmtV1+z4 WKgvymX1Mx03F5NvEkT5ow== 0000055387-97-000005.txt : 19970303 0000055387-97-000005.hdr.sgml : 19970303 ACCESSION NUMBER: 0000055387-97-000005 CONFORMED SUBMISSION TYPE: U-3A-2 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970228 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: 97547276 BUSINESS ADDRESS: STREET 1: ONE QUALITY ST CITY: LEXINGTON STATE: KY ZIP: 40507 BUSINESS PHONE: 6062552100 U-3A-2 1 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 producing, transmitting and selling electric energy. At December 31, 1996, the Company furnished electric service to about 432,900 retail customers in over 600 communities and adjacent suburban and rural areas in 77 counties in central, southeastern and western Kentucky and one adjoining county in Tennessee; and also sold electric energy at wholesale in 12 municipalities, interchanged power with two generating and transmission cooperatives and supplied at retail the major portion of the requirements of one other -1- municipality. The Company also supplied electric service to about 28,800 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. Automotive and related industries, coal mining, the manufacture of paper and paper products, electrical and other machinery and rubber and miscellaneous plastic 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, 1995, and Form 10-Q's for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, 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 December 31, 2005, subject to reduction in certain circumstances. Under a power supply agreement between EEI and the four sponsoring -2- companies which own its common stock (including the Company), the Company's entitlement of the available capacity is 20%. 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, 1996, 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, 1996, the Company owned and regularly operated five steam electric generating stations, two hydroelectric generating stations and two gas/oil turbine peaking stations. The name plate ratings, effective capability and location of each of these electric generating stations is as follows: -3-
Nameplate Effective Rating (KW) Capability (KW) Steam: Ghent Ghent, Ky 2,226,060 2,000,000 Green River South Carrollton, Ky 263,636 242,000 E.W. Brown Burgin, Ky 739,534 661,000 Tyrone Tyrone, Ky 137,500 136,000 Pineville Four Mike, Ky 37,500 33,000 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 504,000 484,000 4,000,627 3,639,000
At December 31, 1996, the Company also owned and operated about 4,019 pole miles of transmission lines; 184 transmission substations; 486 distribution substations; about 13,219 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, 1996, about 246 pole miles of electric transmission lines serving 15 transmission substations, 54 distribution substations and about 1,019 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 Cloverport 138 kv Hardinsburg to Cloverport 138 kv Finchville to Middletown 69 kv Eastwood to Shelbyville 69 kv -4- 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 45 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 CINergy 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, 1995 and Form 10-Q's for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, 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. -5- (c) Number of KWH of electric energy and MCF of natural or 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 1996, the Company received dividends from EEI amounting to $2,460,419.84. 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 -6- 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. (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 28th day of February, 1997. KENTUCKY UTILITIES COMPANY By /s/ Michael R. Whitley Michael R. Whitley 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: Michael R. Whitley Chairman and President Kentucky Utilities Company One Quality Street Lexington, Kentucky 40507 Robert A. Yolles Jones, Day, Reavis & Pogue 77 West Wacker Drive Chicago, Illinois 60601-1692 Exhibit A-1 Balance Sheet of Kentucky Utilities Company as of December 31, 1996. Exhibit A-2 Statement of Income of Kentucky Utilities Company for the year 1996. Exhibit A-3 Statement of Surplus of Kentucky Utilities Company for the year 1996. Exhibit A-4 Balance Sheet of Electric Energy, Inc., as of December 31, 1996. Exhibit A-5 Statement of Income and Surplus of Electric Energy, Inc., for the year 1996. Exhibit B Financial Data Schedule of Kentucky Utilities Company for the year 1996. Exhibit C Not applicable Exhibit D Statement showing sales and purchases of electric energy for the calendar year 1996 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, 1996 (in thousands of dollars) ASSETS UTILITY PLANT Original Cost of Plant in Service $ 2,482,812 Construction Work in Progress 63,435 Total 2,546,247 Less: Reserves for Depreciation 1,067,911 Total 1,478,336 INVESTMENTS AND FUNDS (1) Ohio Valley Electric Corporation 250 Property Not Used in Operations, less Accumulated Depreciation 2,813 Investment in Associated Companies Electric Energy, Inc. 2,121 Lexington Utilities Co. 1 Other Investments 394 Special Funds 6,971 12,550 CURRENT ASSETS Cash and Cash Equivalents 5,719 Accounts Receivable Less Reserve of $520 50,481 Receivables from Associated Companies 101 Fuel, Principally Coal, at Average Cost 30,895 Materials and Supplies, at Average Cost 21,656 Prepaid Expense and Other 7,486 Accrued Utility Revenues 24,239 140,577 DEFERRED DEBITS 41,592 $ 1,673,055 (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, 1996 (in thousands of dollars) LIABILITIES & EQUITY CAPITALIZATION Common Stock Equity Common Stock $ 308,140 Retained Earnings 287,027 Unappropriated Undistributed Subsidiary Earnings 825 Capital Stock Expense (595) Total Common Stock Equity 595,397 Preferred Stock 40,000 Long-Term Debt 546,373 Total Capitalization 1,181,770 CURRENT LIABILITIES Long-Term Debt Due Within One Year 21 Short-term Borrowings 54,200 Accounts Payable 28,960 Customers' Deposits 8,746 Accrued Taxes 5,383 Accrued Interest 8,048 Other 15,590 120,948 DEFERRED CREDITS AND OPERATING RESERVES Investment Tax Credit, Being Amortized Over Twenty-Five Years 30,167 Deferred Income Taxes 238,542 Regulatory Tax Liability 54,388 Other 47,240 370,337 $ 1,673,055 -11- EXHIBIT A-2 Page 1 of 1 KENTUCKY UTILITIES COMPANY STATEMENT OF INCOME AS OF DECEMBER 31, 1996 (in thousands of dollars) ELECTRIC OPERATING REVENUES $ 711,711 OPERATING EXPENSES AND TAXES Electric Power Purchased 62,490 Fuel, Materials, Labor, etc., Used in Operations 321,070 Maintenance of Utility Plant 64,161 Provision for Depreciation 80,424 Federal and State Income Taxes 51,452 Property and Other Taxes 14,777 Total Operating Expenses and Taxes 594,374 NET OPERATING INCOME 117,337 OTHER INCOME AND DEDUCTIONS Allow. for Funds Used Dur. Const. 66 Interest and Other (Net) 5,941 Equity in Earnings of Subsidiary Companies 2,436 GROSS INCOME 125,780 INTEREST CHARGES Interest on Long-Term Debt 37,584 Other Interest Charges 2,104 Allowance for Borrowed Funds Used During Construction (71) Total Interest Charges 39,617 NET INCOME $ 86,163 -12- EXHIBIT A-3 Page 1 of 1 KENTUCKY UTILITIES COMPANY STATEMENT OF SURPLUS AS OF DECEMBER 31, 1996 (in thousands of dollars) EARNED SURPLUS Balance December 31, 1995 $ 268,992 Add: Net Income for 1996 86,163 Less: Dividends: Preferred Stock 4 3/4% 950 Preferred Stock 6.53% 1,306 Common Stock 65,047 67,303 Balance December 31, 1996 $ 287,852 -13- EXHIBIT A-4 Page 1 of 2 ELECTRIC ENERGY, INC. BALANCE SHEET AS OF DECEMBER 31, 1996 (in thousands of dollars) ASSETS UTILITY PLANT Unaudited Utility Plant in Service $ 342,906 Construction Work in Progress 1,311 Total 344,217 Less: Accumulated Depreciation of Utility Plant 244,906 Total Utility Plant, Net 99,311 CURRENT ASSETS Cash 79 Working Funds 293 Temporary Cash Investments 4,300 Receivables: Accounts Receivable 13,551 Receivables from Associated Companies 12,345 Total Receivables 25,896 Fuel Inventory 7,531 Plant Materials and Supplies Inventory 4,630 Prepayments 221 Total Current Assets 42,950 OTHER ASSETS Unamortized Debt Expense 591 Other Deferred Debits 17,494 Total Other Assets 18,085 Total Assets $ 160,346 -14- EXHIBIT A-4 Page 2 of 2 ELECTRIC ENERGY, INC. BALANCE SHEET AS OF DECEMBER 31, 1996 (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 - Accounts Payable 11,656 Accounts Payable to Sponsoring Companies 1,900 Accrued Interest 417 Dividends Payable 2,458 Accrued Taxes Other Than Income 8 Accrued Income Taxes - Total Current Liabilities 16,439 OTHER LIABILITIES Provision for Injuries and Damages 555 Postretirement Benefit Liability 1,057 Pension Liability 3,121 Deferred Taxes 340 Total Other Liabilities 5,073 Total Stockholders' Equity and Liabilities $ 160,346 -15- EXHIBIT A-5 Page 1 of 1 ELECTRIC ENERGY, INC. YEAR ENDED DECEMBER 31, 1996 (in thousands of dollars) STATEMENT OF INCOME AND SURPLUS OPERATING INCOME Unaudited Operating Revenues Sales to Department of Energy $ 159,130 Sales to Other Electric Utilities 64,391 Other Electric Revenues 666 Total Operating Revenues 224,187 OPERATING EXPENSES Purchased Power 61,387 Fuel 79,276 Operation 18,211 Maintenance 17,110 Depreciation 15,412 Income Taxes 7,690 Taxes Other Than Income Taxes 1,951 Total Operating Expenses 201,037 Income From Operations 23,150 OTHER (INCOME) AND EXPENSE Interest Income (316) Interest Expense 10,007 Other, (Net) 1,271 Total Other (Income) and Expense 10,962 Net Income $ 12,188 Retained Earnings Beginning of Year $ 2,634 Add: Net Income 12,188 Less: Dividends Declared 12,188 Retained Earnings End of Year $ 2,634 -16- EXHIBIT B Page 1 of 1 KENTUCKY UTILITIES COMPANY FINANCIAL DATA SCHEDULE FOR THE YEAR ENDED DECEMBER 31, 1996 Item No. Description Amount (in thousands) 1 Total Assets $1,673,055 2 Total Operating Revenues $ 711,711 3 Net Income $ 86,163 -17- EXHIBIT D Page 1 of 1 SALES AND PURCHASES OF ELECTRIC ENERGY CALENDAR YEAR 1996 Kentucky Electric Utilities Co. Energy, Inc. KWH Sold (at retail or wholesale) 18,630,577,896 11,755,513,991 KWH Distributed at retail outside of state in which organized 138,196 8,634,588,991 (a) KWH Sold at wholesale outside of state in which organized or at state line 1,537,312,000 (d) (b) KWH Purchased outside of state in which organized or at state line 69,105,000 (c) (a) Represents energy sold to Paducah, Kentucky, Project of Energy Research and Development Administration. (b) In 1996 Electric Energy, Inc., sold to Kentucky Utilities Company 1,570,074,000 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 1,570,074,000 kilowatt-hours purchased from Electric Energy, Inc., delivery of which was received in Kentucky, as stated in footnote (b) above. (d) Not including the 421,486,000 kilowatt-hours sold to Electric Energy, Inc. -18- -----END PRIVACY-ENHANCED MESSAGE-----