10-Q 1 q10q-0601.txt LG&E/KU 2ND QUARTER 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission Registrant, State of Incorporation, IRS Employer File Number Address, and Telephone Number Identification No. 2-26720 Louisville Gas and Electric Company 61-0264150 (A Kentucky Corporation) 220 West Main Street P.O. Box 32010 Louisville, Ky. 40232 (502) 627-2000 1-3464 Kentucky Utilities Company 61-0247570 (A Kentucky and Virginia Corporation) One Quality Street Lexington, Kentucky 40507-1428 (859) 255-2100 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Louisville Gas and Electric Company 21,294,223 shares, without par value, as of July 31, 2001, all held by LG&E Energy Corp. Kentucky Utilities Company 37,817,878 shares, without par value, as of July 31, 2001, all held by LG&E Energy Corp. This combined Form 10-Q is separately filed by Louisville Gas and Electric Company and Kentucky Utilities Company. Information contained herein related to any individual registrant is filed by such registrant on its own behalf. Each registrant makes no representation as to information relating to the other registrants. TABLE OF CONTENTS PART I Item 1 Financial Statements Louisville Gas and Electric Company and Subsidiary Statements of Income 1 Balance Sheets 2 Statements of Cash Flows 4 Statements of Retained Earnings 5 Statements of Comprehensive Income 6 Kentucky Utilities Company and Subsidiary Statements of Income 7 Balance Sheets 8 Statements of Cash Flows 10 Statements of Retained Earnings 11 Statements of Comprehensive Income 12 Notes to Financial Statements 13 Item 2 Management's Discussion and Analysis of Results of Operations and Financial Condition 19 Item 3 Quantitative and Qualitative Disclosures About Market Risk 26 PART II Item 1 Legal Proceedings 27 Item 6 Exhibits and Reports on Form 8-K 27 Signatures 28 Part I. Financial Information - Item 1. Financial Statements Louisville Gas and Electric Company and Subsidiary Consolidated Statements of Income (Unaudited) (Thousands of $) Three Months Six Months Ended June 30, Ended June 30, 2001 2000 2001 2000 OPERATING REVENUES: Electric (Note 8) $196,290 $179,752 $351,664 $341,079 Gas(Note 8) 32,551 29,979 190,448 118,295 Total operating revenues 228,841 209,731 542,112 459,374 OPERATING EXPENSES: Fuel for electric generation 41,749 38,650 80,233 78,576 Power purchased 32,744 24,346 44,085 46,100 Gas supply expenses 18,822 18,688 144,058 82,082 Non-recurring charges (Note 4) - - 144,385 8,141 Other operation expenses 36,398 30,547 71,681 67,522 Maintenance 13,683 17,442 24,238 31,323 Depreciation and amortization 25,572 23,901 50,840 48,050 Federal and state income taxes 17,828 14,397 (20,183) 24,066 Property and other taxes 4,421 4,475 8,883 9,637 Total operating expenses 191,217 172,446 548,220 395,497 NET OPERATING INCOME (LOSS) 37,624 37,285 (6,108) 63,877 Other income - net 363 1,850 1,358 3,369 Interest charges (Note 5) 9,520 11,126 20,898 21,816 NET INCOME (LOSS) 28,467 28,009 (25,648) 45,430 Preferred stock dividends 1,220 1,317 2,518 2,482 NET INCOME (LOSS) AVAILABLE FOR COMMON STOCK $ 27,247 $ 26,692 $ (28,166) $ 42,948 The accompanying notes are an integral part of these financial statements. -1- Louisville Gas and Electric Company and Subsidiary Consolidated Balance Sheets (Thousands of $) ASSETS (Unaudited) June 30 Dec. 31, 2001 2000 UTILITY PLANT: At original cost $3,273,972 $3,186,325 Less: reserve for depreciation 1,340,414 1,296,865 Net utility plant 1,933,558 1,889,460 OTHER PROPERTY AND INVESTMENTS - less reserve 1,062 1,357 CURRENT ASSETS: Cash 7,632 2,495 Marketable securities - 4,056 Accounts receivable - less reserve (Note 6) 87,030 170,852 Materials and supplies - at average cost: Fuel (predominantly coal) 14,659 9,325 Gas stored underground 20,935 54,441 Other 29,718 31,685 Prepayments and other 4,393 1,317 Total current assets 164,367 274,171 DEFERRED DEBITS AND OTHER ASSETS: Unamortized debt expense 5,635 5,784 Regulatory assets (Note 9) 80,219 54,439 Other 1,924 873 Total deferred debits and other assets 87,778 61,096 Total assets $2,186,765 $2,226,084 The accompanying notes are an integral part of these financial statements. -2- Louisville Gas and Electric Company and Subsidiary Consolidated Balance Sheets (cont.) (Thousands of $) CAPITALIZATION AND LIABILITIES (Unaudited) June 30 Dec. 31, 2001 2000 CAPITALIZATION: Common stock, without par value - Outstanding 21,294,223 shares $ 425,170 $ 425,170 Additional paid-in capital 40,000 40,000 Retained earnings 286,428 314,594 Other (5,070) (836) Total common equity 746,528 778,928 Cumulative preferred stock 95,140 95,140 Long-term debt 360,600 360,600 Total capitalization 1,202,268 1,234,668 CURRENT LIABILITIES: Current portion of long-term debt 246,200 246,200 Notes payable to parent 60,753 114,589 Accounts payable 104,955 136,892 Dividends declared 1,220 1,367 Accrued taxes 15,440 8,073 Accrued interest 6,399 6,350 Other 15,904 15,826 Total current liabilities 450,871 529,297 DEFERRED CREDITS AND OTHER LIABILITIES: Accumulated deferred income taxes 251,249 289,232 Investment tax credit, in process of amortization 60,846 62,979 Accumulated provision for pensions and related benefits (Note 4) 127,894 31,257 Customer advances for construction 9,600 9,578 Regulatory liabilities (Note 9) 69,251 61,013 Other 14,786 8,060 Total deferred credits and other liabilities 533,626 462,119 Total capital and liabilities $2,186,765 $2,226,084 The accompanying notes are an integral part of these financial statements. -3- Louisville Gas and Electric Company and Subsidiary Consolidated Statements of Cash Flows (Unaudited) (Thousands of $) Six Months Ended June 30, 2001 2000 CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ (25,648) $ 45,430 Items not requiring cash currently: Depreciation and amortization 50,840 48,050 Deferred income taxes - net (41,833) 246 Investment tax credit - net (2,133) (2,142) Non-recurring charges (Note 4) 113,645 - Other 7,466 4,264 Changes in current assets and liabilities 16,670 8,036 Sale of accounts receivable (Note 6) 52,900 - Other (18,568) (4,508) Net cash flows from operating activities 153,339 99,376 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of securities - (194) Proceeds from sales of securities 4,350 1,520 Construction expenditures (96,050) (64,560) Net cash flows from investing activities (91,700) (63,234) CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of pollution control bonds - 25,000 Retirement of first mortgage and pollution control bonds - (46,083) Short-term borrowings 35,763 1,432,256 Repayment of short-term borrowings (89,600)(1,420,596) Payment of dividends (2,665) (41,901) Net cash flows from financing activities (56,502) (51,324) CHANGE IN CASH AND TEMPORARY CASH INVESTMENTS 5,137 (15,182) CASH AND TEMPORARY CASH INVESTMENTS AT BEGINNING OF PERIOD 2,495 54,761 CASH AND TEMPORARY CASH INVESTMENTS AT END OF PERIOD $ 7,632 $ 39,579 SUPPLEMENTAL DISCLOSURES: Cash paid during the period for: Income taxes $ 15,882 $ 4,396 Interest on borrowed money 16,090 17,876 For the purposes of these statements, all temporary cash investments purchased with a maturity of three months or less are considered cash equivalents. The accompanying notes are an integral part of these financial statements. -4- Louisville Gas and Electric Company and Subsidiary Consolidated Statements of Retained Earnings (Unaudited) (Thousands of $) Three Months Six Months Ended June 30, Ended June 30, 2001 2000 2001 2000 Balance at beginning of period $259,181 $258,987 $314,594 $259,231 Net income (loss) 28,467 28,009 (25,648) 45,430 Subtotal 287,648 286,996 288,946 304,661 Cash dividends declared on stock: 5% cumulative preferred 269 269 538 538 Auction rate cumulative preferred 584 681 1,246 1,210 $5.875 cumulative preferred 367 367 734 734 Common - 16,500 - 33,000 Subtotal 1,220 17,817 2,518 35,482 Balance at end of period $286,428 $269,179 $286,428 $269,179 The accompanying notes are an integral part of these financial statements. -5- Louisville Gas and Electric Company and Subsidiary Consolidated Statements of Comprehensive Income (Unaudited) (Thousands of $) Three Months Six Months Ended June 30, Ended June 30, 2001 2000 2001 2000 Net income (loss) $28,467 $28,009 $(25,648) $45,430 Cumulative effect of change in accounting principle-Accounting for Derivative Instruments and Hedging Activities (Note 5) - - (5,998) - Gains (losses) on derivative instruments and hedging activities 977 - (1,058) - Unrealized holding (losses) on available-for-sale securities arising during the period - (107) - (266) Other comprehensive income (loss), before tax 977 (107) (7,056) (266) Income tax (expense) benefit related to items of other comprehensive income (loss) (391) 43 2,822 107 Comprehensive income (loss) $29,053 $27,945 $(29,882) $45,271 The accompanying notes are an integral part of these financial statements. -6- Kentucky Utilities Company and Subsidiary Consolidated Statements of Income (Unaudited) (Thousands of $) Three Months Six Months Ended Ended June 30, June 30, 2001 2000 2001 2000 OPERATING REVENUES (Note 8) $219,360 $205,324 $431,153 $423,102 OPERATING EXPENSES: Fuel for electric generation 55,523 51,466 111,451 107,081 Power purchased 52,023 43,464 84,908 82,308 Non-recurring charges (Note 4) - - 63,788 11,030 Other operation expenses 27,343 24,167 53,961 53,015 Maintenance 15,549 17,078 27,519 31,228 Depreciation and amortization 23,818 24,493 47,646 48,825 Federal and state income taxes 11,821 11,368 5,371 22,734 Property and other taxes 4,277 4,376 8,432 9,216 Total operating expenses 190,354 176,412 403,076 365,437 NET OPERATING INCOME 29,006 28,912 28,077 57,665 Other income - net 2,621 2,654 4,414 3,979 Interest charges (Note 5) 10,425 10,034 18,542 19,938 NET INCOME before Cumulative Effect of Accounting Change 21,202 21,532 13,949 41,706 Cumulative Effect of Change in Accounting for Derivative Instruments and Hedging Activities, net of tax (Note 5) - - 136 - NET INCOME 21,202 21,532 14,085 41,706 Preferred stock dividends 564 564 1,128 1,128 NET INCOME AVAILABLE FOR COMMON STOCK $ 20,638 $ 20,968 $ 12,957 $ 40,578 The accompanying notes are an integral part of these financial statements. -7- Kentucky Utilities Company and Subsidiary Consolidated Balance Sheets (Thousands of $) ASSETS (Unaudited) June 30, Dec. 31, 2001 2000 UTILITY PLANT: At original cost $3,012,157 $2,932,763 Less: reserve for depreciation 1,419,880 1,378,283 Net utility plant 1,592,277 1,554,480 OTHER PROPERTY AND INVESTMENTS - less reserve 10,017 14,538 CURRENT ASSETS: Cash 184 314 Accounts receivable - less reserve (Note 6) 72,352 90,419 Materials and supplies - at average cost: Fuel (predominantly coal) 38,503 12,495 Other 25,866 25,812 Prepayments and other 4,528 1,899 Total current assets 141,433 130,939 DEFERRED DEBITS AND OTHER ASSETS: Unamortized debt expense 4,492 4,651 Regulatory assets (Note 9) 22,055 26,441 Other 15,522 8,469 Total deferred debits and other assets 42,069 39,561 Total assets $1,785,796 $1,739,518 The accompanying notes are an integral part of these financial statements. -8- Kentucky Utilities Company and Subsidiary Consolidated Balance Sheets (cont.) (Thousands of $) CAPITALIZATION AND LIABILITIES (Unaudited) June 30, Dec. 31, 2001 2000 CAPITALIZATION: Common stock, without par value - Outstanding 37,817,878 shares $ 308,140 $ 308,140 Additional paid-in capital 15,000 15,000 Retained earnings 360,195 347,238 Other 994 (595) Total common equity 684,329 669,783 Cumulative preferred stock 40,000 40,000 Long-term debt 431,938 430,830 Total capitalization 1,156,267 1,140,613 CURRENT LIABILITIES: Current portion of long-term debt 54,000 54,000 Notes payable to parent 39,790 61,239 Accounts payable 110,640 76,339 Dividends declared 188 188 Accrued taxes 22,625 19,622 Accrued interest 6,144 6,373 Other 18,118 18,579 Total current liabilities 251,505 236,340 DEFERRED CREDITS AND OTHER LIABILITIES: Accumulated deferred income taxes 221,368 246,680 Investment tax credit, in process of amortization 13,178 14,901 Accumulated provision for pensions and related benefits (Note 4) 88,173 47,495 Customer advances for construction 1,643 1,540 Regulatory liabilities (Note 9) 35,679 38,392 Other 17,983 13,557 Total deferred credits and other liabilities 378,024 362,565 Total capital and liabilities $1,785,796 $1,739,518 The accompanying notes are an integral part of these financial statements. -9- Kentucky Utilities Company and Subsidiary Consolidated Statements of Cash Flows (Unaudited) (Thousands of $) Six Months Ended June 30, 2001 2000 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 14,085 $ 41,706 Items not requiring cash currently: Depreciation and amortization 47,646 48,825 Deferred income taxes - net (28,061) (7,478) Investment tax credit - net (1,723) (1,837) Non-recurring charges (Note 4) 50,078 - Other 5,169 (910) Changes in current assets and liabilities (23,032) 38,445 Sale of accounts receivable (Note 6) 40,000 - Other (1,545) (139) Net cash flows from operating activities 102,617 118,612 CASH FLOWS FROM INVESTING ACTIVITIES: Construction expenditures (80,170) (48,403) Net cash flows from investing activities (80,170) (48,403) CASH FLOWS FROM FINANCING ACTIVITIES: Short-term borrowings 229,094 69,773 Repayment of short-term borrowings (250,543) (39,842) Issuance of pollution control bonds - 12,900 Retirement of pollution control bonds - (74,785) Payment of dividends (1,128) (44,564) Net cash flows from financing activities (22,577) (76,518) CHANGE IN CASH AND TEMPORARY CASH INVESTMENTS (130) (6,309) CASH AND TEMPORARY CASH INVESTMENTS AT BEGINNING OF PERIOD 314 6,793 CASH AND TEMPORARY CASH INVESTMENTS AT END OF PERIOD $ 184 $ 484 SUPPLEMENTAL DISCLOSURES: Cash paid during the period for: Income taxes $ 34,994 $ 19,949 Interest on borrowed money 16,735 18,654 For the purposes of these statements, all temporary cash investments purchased with a maturity of three months or less are considered cash equivalents. The accompanying notes are an integral part of these financial statements. -10- Kentucky Utilities Company and Subsidiary Consolidated Statements of Retained Earnings (Unaudited) (Thousands of $) Three Months Six Months Ended Ended June 30, June 30, 2001 2000 2001 2000 Balance at beginning of period $339,557 $324,080 $347,238 $329,470 Net income 21,202 21,532 14,085 41,706 Subtotal 360,759 345,612 361,323 371,176 Cash dividends declared on stock: 4.75% preferred 237 237 475 475 6.53% preferred 327 327 653 653 Common - 25,000 - 50,000 Subtotal 564 25,564 1,128 51,128 Balance at end of period $360,195 $320,048 $360,195 $320,048 The accompanying notes are an integral part of these financial statements. -11- Kentucky Utilities Company and Subsidiary Consolidated Statements of Comprehensive Income (Unaudited) (Thousands of $) Three Months Six Months Ended Ended June 30, June 30, 2001 2000 2001 2000 Net income $21,202 $21,532 $14,085 $41,706 Cumulative effect of change in accounting principle-Accounting for Derivative Instruments and Hedging activities (Note 5) - - 2,647 - Other comprehensive income, before tax - - 2,647 - Income tax (expense) related to items of other comprehensive income - - (1,059) - Comprehensive income $21,202 $21,532 $15,673 $41,706 The accompanying notes are an integral part of these financial statements. -12- Louisville Gas and Electric Company and Subsidiary Kentucky Utilities Company and Subsidiary Notes to Financial Statements (Unaudited) 1. The unaudited consolidated financial statements include the accounts of Louisville Gas and Electric Company and Subsidiary and Kentucky Utilities Company and Subsidiary ("LG&E" and "KU" or the "Companies"). The common stock of each of LG&E and KU is wholly owned by LG&E Energy Corp. ("LG&E Energy"). In the opinion of management, all adjustments, including those of a normal recurring nature, have been made to present fairly the consolidated financial position, results of operations, comprehensive income and cash flows for the periods indicated. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to SEC rules and regulations, although the Companies respectively believe that the disclosures are adequate to make the information presented not misleading. See LG&E's and KU's Reports on Form 10-K for 2000 for information relevant to the accompanying financial statements, including information as to the significant accounting policies of the Companies. 2. Effective December 11, 2000, LG&E Energy was acquired by Powergen plc ("Powergen"). LG&E Energy had announced on February 28, 2000 the offer to be acquired by Powergen for cash of approximately $3.2 billion or $24.85 per share and the assumption of all of LG&E Energy's debt. Pursuant to the acquisition agreement, among other things, LG&E Energy became a wholly owned subsidiary of Powergen and, as a result, LG&E and KU became indirect subsidiaries of Powergen. The utility operations (LG&E and KU) of LG&E Energy have continued their separate identities and continue to serve customers in Kentucky and Virginia under their existing names. The preferred stock and debt securities of the utility operations were not affected by this transaction and the utilities continue to file SEC reports. Following the acquisition, Powergen became a registered holding company under Public Utility Holding Company Act of 1935 ("PUHCA"), and LG&E and KU, as subsidiaries of a registered holding company, became subject to additional regulation under PUHCA. As a result of the Powergen acquisition and in order to comply with PUHCA, LG&E Energy Services Inc. ("LG&E Services") was formed and became operational on January 1, 2001. LG&E Services provides certain services to affiliated entities, including LG&E and KU, at cost, as required under PUHCA. On January 1, 2001, approximately 1,000 employees, mainly from LG&E Energy, LG&E and KU, were moved to LG&E Services. 3. On April 9, 2001, a German power company, E.ON AG ("E.ON"), announced a pre-conditional cash offer of 5.1 billion pounds sterling ($7.3 billion) for Powergen. The offer is subject to a number of conditions, including the receipt of certain European and United States regulatory approvals. On August 6, 2001,the Kentucky Public Service Commission approved the acquisition of Powergen and LG&E Energy by E.ON. The parties expect to obtain the remaining regulatory approvals by early 2002 and they expect to complete the transaction in the spring of 2002. See Powergen's schedule 14D-9 and associated schedules to such filing, filed with the Securities and Exchange Commission on April 9, 2001. 4. During the first quarter 2001, the Companies took a $124.1 million after tax charge (LG&E $86.1 million, and KU $38 million) for a workforce reduction program. Primary components of the charges were separation benefits, enhanced early retirement benefits, and health care benefits. The result of this workforce reduction was the elimination of approximately 1,000 positions most of which was accomplished through the Companies' voluntary enhanced severance program. During the first quarter 2000, the Companies' took an $11.4 million after-tax charge for the continued integration of the operations of LG&E and KU including their customer service centers and -13- their retail electric and gas operations. The result of this consolidation was the elimination of approximately 400 positions most of which was accomplished through the Companies' voluntary enhanced severance program. On June 1, 2001, LG&E and KU filed an application with the Kentucky Commission to create regulatory assets totaling $144 million (pretax) for LG&E ($114.5 million and $29.5 million attributable to electric and gas businesses, respectively) and $56 million (pretax) for KU relating to these first quarter 2001 charges. The application seeks to amortize these costs over a four-year period. If the application were granted, the allowed portion of the non-recurring charges would be reversed through the income statement to create the regulatory assets. To date no procedural schedule has been established by the Kentucky Commission in this matter. 5. SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded on the balance sheet as either an asset or a liability measured at its fair value. SFAS No. 133 requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative's gains and losses to offset related results on the hedged item in the income statement, and requires that LG&E and KU must formally document, designate, and assess the effectiveness of transactions that receive hedge accounting. SFAS No. 133 could increase the volatility in earnings and other comprehensive income. SFAS No. 137, Accounting for Derivative Instruments and Hedging Activities -- Deferral of the Effective Date of SFAS No. 133, deferred the effective date of SFAS No. 133 until January 1, 2001. LG&E and KU adopted SFAS No. 133 on January 1, 2001. The effect of this statement was a charge to LG&E of $3.6 million and a credit to KU of $1.6 million to cumulative effect of change in accounting principle (net of tax) in other comprehensive income. The Companies use interest rate swaps to hedge exposure to market fluctuations in certain of its debt instruments. Pursuant to Company policy, use of these financial instruments is intended to mitigate risk and earnings volatility and is not speculative in nature. Management has designated all of the Companies' interest rate swaps as hedge instruments. Financial instruments designated as cash flow hedges have resulting gains and losses recorded within other comprehensive income and stockholders' equity. To the extent a financial instrument or the underlying item being hedged is prematurely terminated or the hedge becomes ineffective, the resulting gains or losses are reclassified from other comprehensive income to net income. Financial instruments designated as fair value hedges are periodically marked-to-market with the resulting gains and losses recorded directly into net income to correspond with income or expense recognized from changes in market value of the items being hedged. As of June 30, 2001, LG&E had fixed rate swaps covering $217,335,000 in notional amounts of variable rate debt and with fixed rates ranging from 3.560% to 5.495%. The average variable rate on the debt during the quarter was 3.85%. The swaps have been designated as cash flow hedges and expire on various dates from September 2001 through November 2020. The hedges were deemed to be fully effective resulting in pretax income for the quarter ended June 30, 2001 of $977,000, and a pretax loss of $1,058,000 for the six months ended June 30, 2001, recorded in Other Comprehensive Income. Upon expiration of these hedges, the amount recorded in Other Comprehensive Income will be reclassified into earnings. As of June 30, 2001, KU had variable rate swaps covering $153,000,000 in notional amounts of fixed rate debt. The average variable rate on these swaps during the quarter was 5.05%. The underlying debt has fixed rates ranging from 5.873% to 7.920%. The swaps have been designated as fair value hedges and expire on various dates from May 2007 through June 2025. During the quarter ended June 30, 2001, the effect of marking these financial instruments and the underlying debt to market resulted in pretax losses of $1,242,000 recorded as an increase in interest expense. The effect for the six -14- months was a pretax gain of $221,000 recorded as a reduction in interest expense. 6. SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, revises the standards for accounting for securitizations and other transfers of financial assets and collateral and requires certain disclosures, and provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. The Companies adopted SFAS No. 140 in the first quarter of 2001, when LG&E and KU entered into an accounts receivable securitization transaction. On February 6, 2001, LG&E and KU each sold accounts receivables to two wholly-owned subsidiaries, LG&E Receivables LLC ("LGE-R") and KU Receivables LLC ("KU-R"), respectively. Simultaneously, LGE-R and KU-R entered into two separate three-year accounts receivables securitization facilities with two financial institutions and their affiliates whereby LGE-R and KU-R can sell, on a revolving basis, an undivided interest in certain of their receivables and receive up to $75 million and $50 million, respectively, from an unrelated third party purchaser at a cost of funds linked to commercial paper rates plus a charge for administrative and credit support services. Furthermore, LG&E and KU retain the servicing rights of the sold receivables through two separate servicing agreements between the third party purchaser and each utility. Under these agreements, LG&E and KU receive a fee for servicing the sold receivables on behalf of the third party purchaser. As of June 30, 2001, LG&E's outstanding program balance was $52.9 million and KU's balance was $40.0 million. The allowance for doubtful accounts associated with the eligible securitized receivables was $.8 million for LG&E and $.4 million for KU at June 30, 2001. Charge offs were immaterial for LG&E and KU. The risk of uncollectibility associated with the sold receivables is minimal. Through June 30, approximately .15%, or $698,000, of total receivables for LG&E and KU were uncollectible. Moreover, each securitization facility contains a fully funded reserve for uncollectible receivables. 7. In October 2000, LG&E and KU each filed an application with the Kentucky Commission to amend their respective Environmental Compliance Plans to reflect the addition of Nitrogen Oxide ("NOx") reduction technology projects and to amend their respective Environmental Cost Recovery Tariffs ("ECR") to include an overall rate of return on capital investments. The NOx reduction technology is anticipated to allow LG&E and KU to meet new Environmental Protection Agency NOx requirements that take effect in 2003-2004. The Kentucky Commission issued an order on April 18, 2001, that approved the amended environmental compliance plan and the use of an overall rate of return, including an 11.5% return on equity, effective May 1, 2001. Costs associated with the amended compliance plan may be recovered by the Companies as incurred, subject to review and approval by the Kentucky Commission in periodic regulatory reviews. 8. External and intersegment revenues (related parties transactions between LG&E and KU) and income by business segment for the three months ended June 30, 2001, follow (in thousands of $): -15- Net Income/ (Loss) Inter- Avail. External segment For Revenues Revenues Common LG&E electric $187,472 $ 8,818 $ 27,867 LG&E gas 32,551 - (620) Total $220,023 $ 8,818 $ 27,247 KU electric $209,507 $ 9,853 $ 20,638 External and intersegment revenues (related parties transactions between LG&E and KU) and income by business segment for the six months ended June 30, 2001, follow (in thousands of $): Net Income/ (Loss) Inter- Avail. External segment For Revenues Revenues Common LG&E electric $335,833 $ 15,831 $ (16,575) LG&E gas 190,448 - (11,591) Total $526,281 $ 15,831 $ (28,166) KU electric $415,618 $ 15,535 $ 12,957 External and intersegment revenues (related parties transactions between LG&E and KU) and income by business segment for the three months ended June 30, 2000, follow (in thousands of $): Net Income/ (Loss) Inter- Avail. External segment For Revenues Revenues Common LG&E electric $175,420 $ 4,332 $ 26,772 LG&E gas 29,979 - (80) Total $205,399 $ 4,332 $ 26,692 KU electric $201,186 $ 4,138 $ 20,968 External and intersegment revenues (related parties transactions between LG&E and KU) and income by business segment for the six months ended June 30, 2000, follow (in thousands of $): -16- Net Income/ (Loss) Inter- Avail. External segment For Revenues Revenues Common LG&E electric $330,539 $ 10,540 $ 43,077 LG&E gas 118,295 - (129) Total $448,834 $ 10,540 $ 42,948 KU electric $411,957 $ 11,145 $ 40,578 9. The following regulatory assets and liabilities were included in the balance sheet of LG&E and KU as of June 30, 2001 and December 31, 2000 (in thousands of $): Louisville Gas and Electric (Unaudited) June 30, Dec. 31, 2001 2000 REGULATORY ASSETS: Unamortized loss on bonds $ 18,469 $ 19,036 Gas supply adjustments due from customers 39,258 12,324 Merger costs 7,259 9,073 One utility costs 4,987 6,331 Manufactured gas sites 2,215 2,368 Other 8,031 5,307 Total 80,219 54,439 REGULATORY LIABILITIES: Deferred income taxes - net 50,743 54,593 Gas supply adjustments due to customers 14,289 2,029 Other 4,219 4,391 Total $ 69,251 $ 61,013 Kentucky Utilities (Unaudited) June 30, Dec. 31, 2001 2000 REGULATORY ASSETS: Unamortized loss on bonds $ 6,577 $ 7,011 Merger costs 8,185 10,232 One utility costs 6,434 8,273 Other 858 925 Total 22,054 26,441 REGULATORY LIABILITIES: Deferred income taxes - net 34,734 37,484 Other 945 908 Total $ 35,679 $ 38,392 10.Statements of Financial Accounting Standards ("SFAS") No. 141, Business Combinations and No. 142, Goodwill and Other Intangible Assets were issued in the second quarter of 2001. SFAS No. 141 requires all business combinations initiated after June 30, 2001, to be accounted -17- for using the purchase method. SFAS No. 142 requires goodwill to be recorded, but not amortized. Further, goodwill will now be subject to a periodic assessment for impairment. LG&E and KU have no recorded goodwill and have no merger or acquisitions in progress. Therefore, the provisions of these new pronouncements were effective July 1, 2001, for LG&E and KU. Management does not expect adoption of these standards to have a material impact on the results of operations or financial position of LG&E or KU. 11.Reference is made to Part II, Legal Proceedings, below and Part I, Item 3, Legal Proceedings, of LG&E's and KU's Annual Reports on Form 10-K for the year ended December 31, 2000. -18- Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition. General The following discussion and analysis by management focuses on those factors that had a material effect on LG&E's and KU's financial results of operations and financial condition during the three and six months periods described during 2001 and should be read in connection with the financial statements and notes thereto. Some of the following discussion may contain forward-looking statements that are subject to certain risks, uncertainties and assumptions. Such forward-looking statements are intended to be identified in this document by the words "anticipate," "expect," "estimate," "objective," "possible," "potential" and similar expressions. Actual results may vary materially. Factors that could cause actual results to differ materially include: general economic conditions; business and competitive conditions in the energy industry; changes in federal or state legislation; unusual weather; actions by state or federal regulatory agencies; and other factors described from time to time in LG&E's and KU's reports to the Securities and Exchange Commission, including Exhibit No. 99.01 to the report on Form 10-K for year ended December 31, 2000. Results of Operations The results of operations for LG&E and KU are affected by seasonal fluctuations in temperature and other weather-related factors. Because of these and other factors, the results of one interim period are not necessarily indicative of results or trends to be expected for the full year. Three Months Ended June 30, 2001, Compared to Three Months Ended June 30, 2000 LG&E Results: LG&E's net income increased $.5 million (2%) for the quarter ended June 30, 2001, as compared to the quarter ended June 30, 2000. A comparison of LG&E's revenues for the quarter ended June 30, 2001, with the quarter ended June 30, 2000, (excluding the reversal in the second quarter of 2000 of a Fuel Adjustment Clause (FAC) refund of $1 million) reflects increases and decreases which have been segregated by the following principal causes (in thousands of $): -19- Electric Gas Cause Revenues Revenues Retail sales: Fuel and gas supply adjustments $ (676) $ 20,488 Earnings sharing mechanism (119) - Performance based rate 1,096 - Merger surcredit (803) - Gas rate increase - 4,179 Weather normalization - (134) Variation in sales volume, etc. (1,330) (19,296) Total retail sales (1,832) 5,237 Wholesale sales 19,872 (2,976) Gas transportation - net - 57 Other (502) 254 Total $ 17,538 $ 2,572 Electric revenues increased primarily due to increased kWh sales and higher priced sales to wholesale customers. Fuel for electric generation and gas supply expenses comprise a large segment of LG&E's total operating expenses. LG&E's electric and gas rates contain a fuel adjustment clause and a gas supply clause, respectively, whereby increases or decreases in the cost of fuel and gas supply may be reflected in retail rates, subject to the approval of the Kentucky Commission. Fuel for electric generation increased $3.1 million (8%) for the quarter because of an increase in volume of generation ($5 million) partially offset by lower cost of coal burned ($1.9 million). Gas supply expenses increased $.1 million (1%) due to an increase in net gas supply cost ($4.7 million) partially offset by a decrease in the volume of gas delivered to the distribution system ($4.6 million). Power purchased increased $8.4 million (35%) primarily because of increased purchases to support sales to other utilities ($8.1 million). Other operations expenses increased $5.9 million (19%) in 2001, as compared to 2000, primarily as a result of increased outside services and pension expense ($7 million) partially offset by decreases in various operating expenses ($1.1 million). Outside services increased in part due to the formation of LG&E Services, as required by the Securities and Exchange Commission to comply with PUHCA. Maintenance expenses decreased $3.7 million (22%) in 2001 mainly due to decreases in software and communication equipment maintenance ($2.3 million) and scheduled outages at the Mill Creek and Cane Run generating stations ($1.9 million) partially offset by other increases in maintenance expense. Depreciation and amortization increased $1.7 million (7%) due to an increase in depreciable plant in service and higher depreciation rates. A depreciation study was completed in late 2000 with new depreciation rates going into effect in 2001. The new rates, as compared to rates in effect for 2000, are expected to increase LG&E's annual depreciation expense by about $.9 million in 2001. Other income and deductions decreased $1.5 million (80%) in 2001 primarily due to decreases in the gain on sale of non-utility property and lower interest income. Variations in income tax expense are largely attributable to changes in pre- tax income. Interest charges decreased $1.6 million (15%) due to lower interest rates on variable rate debt ($.6 million) and the retirement of short-term borrowings ($2.1 million) partially offset by an increase in interest on -20- debt to parent company ($.8 million) and the increase in interest associated with LG&E's accounts receivable securitization program ($.3 million). KU Results: KU's net income decreased $.3 million for the quarter ended June 30, 2001, as compared to the quarter ended June 30, 2000. A comparison of KU's revenues for the quarter ended June 30, 2001, with the quarter ended June 30, 2000, reflects increases and (decreases) which have been segregated by the following principal causes (thousands of $): Retail sales: Fuel supply adjustments $ 4,116 Environmental cost recovery surcharge 104 Performance based rate 839 Merger surcredit (950) Variation in sales volume, etc. (3,747) Total retail sales 362 Wholesale sales 13,630 Other 44 Total $ 14,036 Electric revenues increased primarily due to increased kWh sales and higher priced sales to wholesale customers. Fuel for electric generation comprises a large segment of KU's total operating expenses. KU's electric rates contain a FAC, whereby increases or decreases in the cost of fuel are reflected in retail rates, subject to the approval of the Kentucky Commission, the Virginia State Corporation Commission, and the Federal Energy Regulatory Commission. Fuel for electric generation increased $4.1 million (8%) for the second quarter of 2001 as compared to the second quarter of 2000, due to a $3.1 million increase in the cost of coal burned and a $1 million increase in volume burned. Power purchased increased $8.6 million (20%) in 2001 primarily due to increased sales for resale activities in the wholesale electric market. Other operating expenses increased $3.2 million (13%) due to increased outside services and pension expense. Outside services increased in part due to the formation of LG&E Services, as required by the Securities and Exchange Commission to comply with PUHCA. Maintenance expenses decreased $1.5 million (9%) primarily due to decreases in steam expenses, $2.5 million, partially offset by increased transmission maintenance, $.7 million. The decrease in steam expense is due to repairs during a scheduled outage at the Ghent steam plant during the second quarter 2000. Depreciation and amortization decreased $.7 million (3%) due to a decrease in depreciation rates, partially offset by an increase in plant in service. A depreciation study was completed in late 2000 with new depreciation rates going into effect in 2001. The new rates, as compared to rates in effect for 2000, are expected to decrease KU's annual depreciation expense by about $6 million in 2001. Variations in income tax expense are largely attributable to changes in pretax income. Interest charges increased $.4 million (4%) for the second quarter 2001 as compared to second quarter 2000 due to implementation of SFAS 133, Accounting for Derivative Instruments and Hedging Activities. See Note 5 of Notes to Financial Statements. -21- Six Months Ended June 30, 2001, Compared to Six Months Ended June 30, 2000 LG&E Results: LG&E's net income decreased $71.1 million for the first six months of 2001, as compared to the first six months of 2000, primarily because of a $86.1 million net of tax one-time charge for LG&E's workforce reduction program. These expenses were partially offset by a $4.8 million net of tax one-time charge incurred in the first quarter of 2000 for LG&E's One-Utility Program. See Note 4 of Notes to Financial Statements. Excluding these one- time charges, LG&E's net income would have increased $10.2 million primarily due to increased gas sales to retail consumers, increased electric wholesale sales, and lower maintenance expenses. A comparison of LG&E's revenues for the six months ended June 30, 2001, with the six months ended June 30, 2000, excluding the reversal of provisions for certain rate refunds of $1.8 million, reflects increases and decreases which have been segregated by the following principal causes (in thousands of $): Electric Gas Cause Revenues Revenues Retail sales: Fuel and gas supply adjustments $ 1,263 $ 85,304 Earnings sharing mechanism (119) - Environmental cost recovery surcharge (66) - Performance based rate 2,275 - Electric rate reduction (3,671) - Merger surcredit (1,636) - Gas rate increase - 11,788 Weather normalization - (2,329) Variation in sales volume, etc. 3,708 (12,480) Total retail sales 1,754 82,283 Wholesale sales 10,799 (10,382) Gas transportation - net - (337) Other (124) 589 Total $ 12,429 $ 72,153 Electric revenues increased due to higher priced wholesale sales in 2001. The electric rate reduction resulted from the Kentucky Commission's January 2000 PBR order reducing LG&E's base electric rates. Gas revenues increased primarily as a result of higher gas supply costs billed to customers through the gas supply clause and the gas rate increase ordered by the Kentucky Commission in September 2000, partially offset by decreased wholesale sales. Fuel for electric generation increased $1.7 million (2%) for the six months because of an increase in generation ($2.4 million) partially offset by lower cost of coal burned ($.7 million). Gas supply expenses increased $62 million (76%) due to an increase in net gas purchase prices. -22- Power purchased decreased $2 million (4%) primarily because of a decrease in brokered sales activities ($8.1 million), partially offset by increased sales to other utilities ($6.1 million). The increase in non-recurring charges of $136.2 million, $81.2 million after tax, is due to the costs associated with LG&E's workforce reduction program. See Note 4 of Notes to Financial Statements. Other operation expenses increased $4.2 million (6%) primarily as a result of increased outside services and pension expense ($8.3 million) partially offset by a decrease in steam production costs ($2.7 million) and electric distribution expenses ($1 million). Outside services increased in part due to the formation of LG&E Services, as required by the Securities and Exchange Commission to comply with PUHCA. Maintenance expenses for the first six months of 2001 decreased $7.1 million (23%) primarily due to decreases in scheduled outages at the Mill Creek and the Cane Run generating stations ($3.5 million), and software maintenance costs ($4 million). Depreciation and amortization increased $2.8 million (6%) due to an increase in depreciable plant in service and higher depreciation rates. Other income and deductions increased $2 million (60%) primarily due to decreases in the gain on sale of non-utility property and lower interest income. Variations in income tax expense are largely attributable to changes in pre- tax income. KU Results: KU's net income decreased $27.6 million for the six months ended June 30, 2001, as compared to the six months ended June 30, 2000. Excluding the non- recurring charges (described in Note 4 of the Notes to Financial Statements), net income increased approximately $4 million, due largely to decreased maintenance, depreciation and interest expenses. A comparison of KU's revenues for the six months ended June 30, 2001, with the six months ended June 30, 2000, reflects increases and (decreases) which have been segregated by the following principal causes (thousands of $): -23- Retail sales: Fuel supply adjustments $ 4,158 Environmental cost recovery surcharge (491) Performance based rate 1,732 Merger surcredit (2,038) Electric rate reduction (5,395) Variation in sales volume, etc. 4,993 Total retail sales 2,959 Wholesale sales 4,548 Other 544 Total $ 8,051 Electric revenues increased mainly due to higher priced wholesale sales in 2001, partially offset by the electric rate reduction order by the Kentucky Commission in January 2000. Fuel for electric generation increased $4.4 (4%) million for the six months ended June 30, 2001 as compared to the comparable period of 2000, due to a $5.3 million increase in the cost of coal burned partially offset by a $.9 million decrease in volume burned. Power purchased increased $2.6 million (3%) in 2001 primarily due to increased sales for resale activities in the wholesale electric market. Non-recurring charges increased $52.8 million, $31.4 million after tax. These costs are due to KU's workforce reduction program. See Note 4 of Notes to Financial Statements. Other operating expenses increased $.9 million. The increase is attributed primarily to increased administrative and general expenses. Maintenance expenses decreased $3.7 million (12%) due to decreases in steam expenses, primarily resulting from repairs during a scheduled outage at the Ghent steam plant during 2000. Depreciation and amortization decreased $1.2 million (3%) due to a decrease in depreciation rates partially offset by increased plant in service. Property and other taxes decreased $.8 million (9%) in 2001 primarily due to decreases in payroll taxes as a result of KU's workforce reductions. Variations in income tax expense are largely attributable to changes in pretax income. Interest charges decreased $1.4 million (7%) for the first six months 2001 as compared to first six months 2000 due to lower interest rates on variable rate debt, interest rate swaps in effect for 2001, and implementation of SFAS 133, Accounting for Derivative Instruments and Hedging Activities. See Note 5 of Notes to Financial Statements. Liquidity and Capital Resources LG&E's and KU's need for capital funds are largely related to the construction of plant and equipment necessary to meet the needs of electric and gas utility customers. Lines of credit and commercial paper programs are maintained to fund short-term capital requirements. Construction expenditures for the six months ended June 30, 2001, of $96 million for LG&E and $80 million for KU, primarily for the purchase of two jointly owned combustion turbines, were financed with internally generated funds and the accounts receivable securitization program. See Note 6 of Notes to Financial Statements concerning accounts receivable securitization. -24- LG&E's and KU's combined cash and temporary cash investment balance increased $5 million (LG&E $5.1 million, KU $(.1) million) during the six months ended June 30, 2001. The increase reflects cash flows from operations and sale of accounts receivables, partially offset by construction expenditures and debt repayments. Variations in accounts receivable, accounts payable and materials and supplies are generally not significant indicators of LG&E's and KU's liquidity. Such variations are primarily attributable to fluctuations in weather, which have a direct effect on sales of electricity and natural gas. The decreases in accounts receivable resulted mainly from seasonal fluctuations and the accounts receivable securitization program started at LG&E and KU. See Note 6 of Notes to Financial Statements. The increase in fuel resulted from seasonal fluctuations at LG&E and KU, and the decrease in LG&E's gas stored underground resulted from seasonal fluctuations. At June 30, 2001, unused capacity under LG&E's lines of credit totaled $200 million. KU had no committed lines of credit at June 30, 2001. LG&E's debt ratings as of June 30, 2001, were: Moody's S&P Fitch First mortgage bonds A1 A- A+ Unsecured debt A2 BBB A Preferred stock a2 BBB- A- Commercial paper P-1 A-2 F-1 KU's debt ratings as of June 30, 2001, were: Moody's S&P Fitch First mortgage bonds A1 A- A+ Preferred stock a2 BBB- A- Commercial paper P-1 A-2 F-1 The Moody's and S&P's ratings of LG&E's and KU's debt securities are on Credit Watch for upgrade as the result of the E.ON bid. Fitch has placed LG&E and KU on credit watch evolving following the E.ON bid. These ratings reflect the views of Moody's, S&P and Fitch. A security rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time by the rating agency. LG&E's capitalization ratios at June 30, 2001, and December 31, 2000, follow: June 30, Dec. 31, 2001 2000 Long-term debt (including current portion) 40.2% 38.0% Notes payable 4.0 7.2 Preferred stock 6.3 6.0 Common equity 49.5 48.8 Total 100.0% 100.0% -25- KU's capitalization ratios at June 30, 2001, and December 31, 2000, follow: June 30, Dec. 31, 2001 2000 Long-term debt (including current portion) 38.9% 38.6% Notes payable 3.2 4.9 Preferred stock 3.2 3.2 Common equity 54.7 53.3 Total 100.0% 100.0% For a description of significant contingencies that may affect LG&E and KU, reference is made to Part I, Item 3, Legal Proceedings of LG&E's and KU's Annual Reports on form 10-K For the year ended December 31, 2000 and to Part II herein - Item 1, Legal Proceedings. Item 3. Quantitative and Qualitative Disclosures About Market Risk. LG&E and KU are exposed to market risks. Both operations are exposed to market risks from changes in interest rates and commodity prices. To mitigate changes in cash flows attributable to these exposures, the Companies have entered into various derivative instruments. Derivative positions are monitored using techniques that include market value and sensitivity analysis. The potential change in interest expense resulting from changes in base interest rates of the Companies' unswapped debt did not change materially in 2001. The potential changes in the fair values of the Company's interest-rate swaps resulting from changes in interest rates and the yield curve also did not change materially in 2001. The Company's exposure to market risks from changes in commodity prices remained immaterial in 2001. -26- Part II. Other Information Item 1. Legal Proceedings. For a description of the significant legal proceedings involving LG&E and KU, reference is made to the information under the following items and captions of LG&E's and KU's respective combined Annual Report on Form 10-K for the year ended December 31, 2000: Item 1, Business; Item 3, Legal Proceedings; Item 7, Management's Discussion and Analysis of Results of Operations and Financial Condition; Notes 3 and 12 of LG&E's Notes to Financial Statements under Item 8 and Notes 3 and 11 of KU's Notes to Financial Statements under Item 8. Except as described herein, to date, the proceedings reported in LG&E's and KU's respective combined Annual Report on Form 10-K have not changed materially. E.On - Powergen Transaction On April 9, 2001, E.On AG announced a conditional offer to purchase all the common shares of Powergen plc, the indirect corporate parent of LG&E and KU. The transaction is subject to a number of conditions precedent, including the receipt of regulatory approvals from European and United States governmental bodies, in form satisfactory to the parties. Among the primary United States regulatory approvals are: the Kentucky Public Service Commission, the Virginia State Corporation Commission, the Securities and Exchange Commission, and the Federal Energy Regulatory Commission. The parties anticipate that these approvals may be received by early 2002 to permit completion of the transaction in early spring 2002. However, there can be no assurance that such approvals will be obtained in form or timing sufficient for such dates. On August 6, 2001 the Kentucky Commission issued an order approving the application of E.ON, Powergen and the Companies to proceed with the transaction. The approval order included certain business and operational conditions regarding E.ON, Powergen, LG&E Energy, and the Companies, which conditions are under consideration for acceptance by the applicants. Item 6(a). Exhibits. None. Item 6(b). Reports on Form 8-K. None. -27- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Louisville Gas and Electric Company Registrant Date: August 14, 2001 /s/ S. Bradford Rives S. Bradford Rives Senior Vice President - Finance and Controller (On behalf of the registrant in his capacity as Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Kentucky Utilities Company Registrant Date: August 14, 2001 /s/ S. Bradford Rives S. Bradford Rives Senior Vice President - Finance and Controller (On behalf of the registrant in his capacity as Principal Accounting Officer) -28-