Filed Pursuant to Rule 433
Registration No. 333-180410-01
Free Writing Prospectus Dated November 6, 2013
LOUISVILLE GAS AND ELECTRIC COMPANY
$250,000,000
FIRST MORTGAGE BONDS, 4.65% SERIES DUE 2043
Issuer: |
| Louisville Gas and Electric Company |
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Title: |
| 4.65% First Mortgage Bonds due 2043 |
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Issuance Format: |
| SEC Registered |
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Principal Amount: |
| $250,000,000 |
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Trade Date: |
| November 6, 2013 |
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Settlement Date: |
| November 14, 2013 (T+5) |
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Maturity Date: |
| November 15, 2043 |
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Interest Payment Dates: |
| May 15 and November 15, commencing May 15, 2014 |
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Annual Interest Rate: |
| 4.650% |
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Price to Public: |
| 99.280% |
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Benchmark Treasury: |
| 2.875% due May 15, 2043 |
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Benchmark Treasury Yield: |
| 3.795% |
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Spread to Benchmark Treasury: |
| 90 basis points |
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Yield to Maturity: |
| 4.695% |
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Optional Redemption: |
| Prior to May 15, 2043, the bonds will be redeemable, in whole at any time or in part from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of the bonds being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest discounted on a semi-annual basis at the Adjusted Treasury Rate, plus 15 basis points; plus, in either case, accrued and unpaid interest to the Redemption Date. On or after May 15, 2043, the bonds will be redeemable at a redemption price equal to 100% of the principal amount of the bonds being redeemed, plus accrued and unpaid interest to the Redemption Date. |
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CUSIP / ISIN: |
| 546676 AV9 / US546676AV99 |
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Joint Book-Running Managers: |
| Citigroup Global Markets Inc. |
Co-Managers: |
| Banco Bilbao Vizcaya Argentaria, S.A. BNY Mellon Capital Markets, LLC Mizuho Securities USA Inc. PNC Capital Markets LLC |
Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Bonds prior to the settlement date will be required, by virtue of the fact that the Bonds initially will settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Bonds who wish to trade the Bonds prior to the settlement date should consult their advisors.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. at (800) 831-9146; RBS Securities Inc. at (866) 884-2071; SunTrust Robinson Humphrey, Inc. at (800) 685-4786; and U.S. Bancorp Investments, Inc. at (877) 558-2607.
