UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996 OR TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-10944 KU Energy Corporation 61-1141273 (A Kentucky Corporation) One Quality Street Lexington, Kentucky 40507-1428 (606) 255-2100 1-3464 Kentucky Utilities Company 61-0247570 (A Kentucky and Virginia Corporation) One Quality Street Lexington, Kentucky 40507-1428 (606) 255-2100 Indicate by check mark whether the Registrants (1) have 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 such Registrants were required to file such reports) and (2) have been subject to such filing requirements for the past 90 days. Yes X No . Indicate the number of shares outstanding of each of the issuers' classes of common stock, as of the latest practicable date: KU Energy Corporation: Common stock, no par value, 37,817,878 shares outstanding at August 2, 1996 Kentucky Utilities Company: Common stock, no par value, 37,817,878 shares outstanding and held by KU Energy Corporation at August 2, 1996 -1- KU ENERGY CORPORATION AND KENTUCKY UTILITIES COMPANY FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1996 CONTENTS PART I. FINANCIAL INFORMATION Page No. Item 1: Financial Statements KU ENERGY CORPORATION Consolidated Statements of Income 3-4 Consolidated Statements of Cash Flows 5 Consolidated Balance Sheets 6 KENTUCKY UTILITIES COMPANY Statements of Income 7-8 Statements of Cash Flows 9 Balance Sheets 10 CONDENSED NOTES TO FINANCIAL STATEMENTS OF KU ENERGY CORPORATION AND KENTUCKY UTILITIES COMPANY 11-15 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations KU ENERGY CORPORATION AND KENTUCKY UTILITIES COMPANY 16-21 PART II. OTHER INFORMATION Item 1: Legal Proceedings 22 Item 4: Submission of Matters to a Vote of Security Holders 22 Item 6: Exhibits and Reports on Form 8-K 22 Signatures 23 -2- PART I. FINANCIAL INFORMATION KU ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (in thousands except for per share amounts) For the Three Months Ended June 30, 1996 1995 Operating Revenues $167,510 $154,749 Operating Expenses: Fuel, principally coal, used in generation 45,079 40,679 Electric power purchased 17,589 17,631 Other operating expenses 30,727 30,661 Maintenance 17,606 19,495 Depreciation 20,154 18,832 Federal and state income taxes 9,636 5,378 Other taxes 3,894 4,180 Total Operating Expenses 144,685 136,856 Net Operating Income 22,825 17,893 Other Income and Deductions: Interest and dividend income 666 1,127 Other income and deductions - net 2,927 1,868 Total Other Income and Deductions 3,593 2,995 Income Before Interest and Other Charges 26,418 20,888 Interest and Other Charges 10,345 10,466 Net Income $ 16,073 $ 10,422 Average Common Shares Outstanding 37,818 37,818 Earnings Per Common Share $ .42 $ .27 The accompanying Condensed Notes to Financial Statements are an integral part of these statements. -3- KU ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (in thousands except for per share amounts) For the Six Months Ended June 30, 1996 1995 Operating Revenues $358,500 $321,889 Operating Expenses: Fuel, principally coal, used in generation 99,104 86,385 Electric power purchased 35,093 33,408 Other operating expenses 60,724 61,867 Maintenance 31,810 34,353 Depreciation 40,219 37,580 Federal and state income taxes 25,336 15,869 Other taxes 8,261 8,523 Total Operating Expenses 300,547 277,985 Net Operating Income 57,953 43,904 Other Income and Deductions: Interest and dividend income 1,551 2,104 Other income and deductions - net 3,995 3,999 Total Other Income and Deductions 5,546 6,103 Income Before Interest and Other Charges 63,499 50,007 Interest and Other Charges 21,107 20,778 Net Income $ 42,392 $ 29,229 Average Common Shares Outstanding 37,818 37,818 Earnings Per Common Share $ 1.12 $ .77 The accompanying Condensed Notes to Financial Statements are an integral part of these statements. -4- KU ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands of dollars) For the Six Months Ended June 30, 1996 1995 Cash Flows from Operating Activities: Net Income $ 42,392 $ 29,229 Items not requiring (providing) cash currently: Depreciation 40,219 37,580 Deferred income taxes and investment tax credit 701 (392) Changes in current assets and liabilities: Change in fuel inventory (8,089) (2,199) Change in accounts receivable 1,505 3,253 Change in accounts payable 3,050 (10,411) Change in accrued taxes 42 4,575 Change in accrued utility revenues 2,345 (628) Change in liability to ratepayers (6,599) (314) Change in escrow funds 6,599 317 Other--net 6,886 (52) Net Cash Provided by Operating Activities 89,051 60,958 Cash Flows from Investing Activities: Construction expenditures - utility (47,431) (54,480) Proceeds from leveraged lease investments 236 236 Investment in independent power projects (666) (2,595) Proceeds from independent power projects 638 188 Other 201 13 Net Cash Used by Investing Activities (47,022) (56,638) Cash Flows from Financing Activities: Short-term borrowings - net (14,900) (31,300) Issuance of long-term debt 35,682 49,401 Funds deposited with trustee - net 3,779 8,600 Retirement of long-term debt, incl. premiums (36,192) (21) Payment of common stock dividends (32,523) (31,767) Net Cash Used by Financing Activities (44,154) (5,087) Net Decrease in Cash and Cash Equivalents (2,125) (767) Cash and Cash Equivalents Beginning of Period 29,492 28,927 Cash and Cash Equivalents End of Period $ 27,367 $ 28,160 Supplemental Disclosures Cash paid for: Interest on short- and long-term debt $ 17,896 $ 18,622 Federal and state income taxes $ 26,975 $ 12,554 The accompanying Condensed Notes to Financial Statements are an integral part of these statements. -5- KU ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands of dollars) As of As of June 30, Dec. 31, ASSETS 1996 1995 Utility Plant: Plant in service, at cost $ 2,434,567 $2,394,018 Less: Accumulated depreciation 1,034,025 997,366 1,400,542 1,396,652 Construction work in progress 64,247 61,410 1,464,789 1,458,062 Current Assets: Cash and cash equivalents 27,367 29,492 Escrow funds - coal contract litigation - 6,599 Construction funds held by trustee - 3,743 Accounts receivable 48,024 49,529 Accrued utility revenues 25,555 27,900 Fuel, principally coal, at average cost 37,527 29,438 Materials and supplies, at average cost 22,970 23,064 Other 8,447 8,121 169,890 177,886 Investments, Deferred Charges and Other Assets: Investment in leveraged leases 23,038 21,509 Unamortized loss on reacquired debt 11,370 11,304 Other 45,726 46,213 80,134 79,026 Total Assets $ 1,714,813 $1,714,974 CAPITALIZATION AND LIABILITIES Capitalization: Common stock equity $ 638,480 $ 628,611 Preferred stock of Subsidiary 40,000 40,000 Long-term debt of Subsidiary 546,373 545,980 1,224,853 1,214,591 Current Liabilities: Long-term debt due within one year 21 21 Short-term borrowings 40,700 55,600 Accounts payable 40,985 37,935 Accrued interest 8,304 7,556 Accrued taxes 5,002 4,960 Customers' deposits 7,729 6,876 Accrued payroll and vacations 9,609 8,759 Liab. to ratepayers - coal contract litigation - 6,599 Other 9,112 6,992 121,462 135,298 Deferred Credits and Other Liabilities: Accumulated deferred income taxes 237,953 233,707 Accumulated deferred investment tax credits 32,174 34,180 Regulatory tax liability 55,929 57,726 Other 42,442 39,472 368,498 365,085 Total Capitalization and Liabilities $ 1,714,813 $1,714,974 The accompanying Condensed Notes to Financial Statements are an integral part of these statements. -6- KENTUCKY UTILITIES COMPANY STATEMENTS OF INCOME (Unaudited) (in thousands of dollars) For the Three Months Ended June 30, 1996 1995 Operating Revenues $167,516 $154,757 Operating Expenses: Fuel, principally coal, used in generation 45,079 40,679 Electric power purchased 17,589 17,631 Other operating expenses 30,214 30,127 Maintenance 17,604 19,493 Depreciation 20,107 18,785 Federal and state income taxes 9,215 5,634 Other taxes 3,845 4,125 Total Operating Expenses 143,653 136,474 Net Operating Income 23,863 18,283 Other Income and Deductions: Interest and dividend income 401 803 Other income and deductions - net 1,706 1,376 Total Other Income and Deductions 2,107 2,179 Income Before Interest Charges 25,970 20,462 Interest Charges 9,780 9,901 Net Income 16,190 10,561 Preferred Stock Dividend Requirements 564 564 Net Income Applicable to Common Stock $ 15,626 $ 9,997 The accompanying Condensed Notes to Financial Statements are an integral part of these statements. -7- KENTUCKY UTILITIES COMPANY STATEMENTS OF INCOME (Unaudited) (in thousands of dollars) For the Six Months Ended June 30, 1996 1995 Operating Revenues $358,512 $321,905 Operating Expenses: Fuel, principally coal, used in generation 99,104 86,385 Electric power purchased 35,093 33,408 Other operating expenses 59,902 60,725 Maintenance 31,806 34,349 Depreciation 40,125 37,486 Federal and state income taxes 25,551 16,268 Other taxes 8,080 8,439 Total Operating Expenses 299,661 277,060 Net Operating Income 58,851 44,845 Other Income and Deductions: Interest and dividend income 1,014 1,436 Other income and deductions - net 3,806 2,856 Total Other Income and Deductions 4,820 4,292 Income Before Interest Charges 63,671 49,137 Interest Charges 19,978 19,648 Net Income 43,693 29,489 Preferred Stock Dividend Requirements 1,128 1,128 Net Income Applicable to Common Stock $ 42,565 $ 28,361 The accompanying Condensed Notes to Financial Statements are an integral part of these statements. -8- KENTUCKY UTILITIES COMPANY STATEMENTS OF CASH FLOWS (Unaudited) (in thousands of dollars) For the Six Months Ended June 30, 1996 1995 Cash Flows from Operating Activities: Net Income $ 43,693 $ 29,489 Items not requiring (providing) cash currently: Depreciation 40,125 37,486 Deferred income taxes and investment tax credit (497) (1,097) Changes in current assets and liabilities: Change in fuel inventory (8,089) (2,199) Change in accounts receivable 1,447 2,957 Change in accounts payable 3,650 (11,075) Change in accrued taxes (118) 4,737 Change in accrued utility revenues 2,345 (628) Change in liability to ratepayers (6,599) (314) Change in escrow funds 6,599 317 Other--net 7,515 1,797 Net Cash Provided by Operating Activities 90,071 61,470 Cash Flows from Investing Activities: Construction expenditures - utility (47,431) (54,480) Other 201 17 Cash Used by Investing Activities (47,230) (54,463) Cash Flows from Financing Activities: Short-term borrowings - net (14,900) (31,300) Issuance of long-term debt 35,682 49,401 Funds deposited with trustee - net 3,779 8,600 Retirement of long-term debt, incl. premiums (36,192) (21) Payment of dividends (33,651) (32,706) Net Cash Used by Financing Activities (45,282) (6,026) Net Increase (Decrease) in Cash and Cash Equivalents (2,441) 981 Cash and Cash Equivalents Beginning of Period 5,697 3,111 Cash and Cash Equivalents End of Period $ 3,256 $ 4,092 Supplemental Disclosures Cash paid for: Interest on short- and long-term debt $ 17,896 $ 18,622 Federal and state income taxes $ 27,918 $ 12,826 The accompanying Condensed Notes to Financial Statements are an integral part of these statements. -9- KENTUCKY UTILITIES COMPANY BALANCE SHEETS (Unaudited) (in thousands of dollars) As of As of June 30, Dec. 31, 1996 1995 ASSETS Utility Plant: Plant in service, at cost $2,434,567 $2,394,018 Less: Accumulated depreciation 1,034,025 997,366 1,400,542 1,396,652 Construction work in progress 64,247 61,410 1,464,789 1,458,062 Current Assets: Cash and cash equivalents 3,256 5,697 Escrow funds - coal contract litigation - 6,599 Construction funds held by trustee - 3,743 Accounts receivable 48,024 49,471 Accrued utility revenues 25,555 27,900 Fuel, principally coal, at average cost 37,527 29,438 Materials and supplies, at average cost 22,970 23,064 Other 8,447 8,121 145,779 154,033 Investments, Deferred Charges and Other Assets: Unamortized loss on reacquired debt 11,370 11,304 Other 37,202 36,589 48,572 47,893 Total Assets $1,659,140 $1,659,988 CAPITALIZATION AND LIABILITIES Capitalization: Common stock equity $ 586,578 $ 576,537 Preferred stock 40,000 40,000 Long-term debt 546,373 545,980 1,172,951 1,162,517 Current Liabilities: Long-term debt due within one year 21 21 Short-term borrowings 40,700 55,600 Accounts payable 41,650 38,000 Accrued interest 8,304 7,556 Accrued taxes 5,083 5,201 Customers' deposits 7,729 6,876 Accrued payroll and vacations 9,560 8,706 Liab. to ratepayers - coal contract litigation - 6,599 Other 8,997 6,752 122,044 135,311 Deferred Credits and Other Liabilities: Accumulated deferred income taxes 234,765 231,717 Accumulated deferred investment tax credits 32,174 34,180 Regulatory tax liability 55,929 57,726 Other 41,277 38,537 364,145 362,160 Total Capitalization and Liabilities $1,659,140 $1,659,988 The accompanying Condensed Notes to Financial Statements are an integral part of these statements. -10- KU ENERGY CORPORATION AND SUBSIDIARIES KENTUCKY UTILITIES COMPANY CONDENSED NOTES TO FINANCIAL STATEMENTS (Unaudited) 1. PRESENTATION OF CONDENSED INFORMATION The unaudited interim financial statements presented herein include the consolidated statements of KU Energy Corporation and Subsidiaries (KU Energy or the Company) as well as separate financial statements for Kentucky Utilities Company (KU). KU Energy Corporation is a holding company organized under the laws of Kentucky with two first-tier subsidiaries: KU Capital Corporation (KU Capital), a non- utility subsidiary, and KU, an electric utility. KU Energy Corporation owns 100% of the common equity of KU Capital and KU. KU is KU Energy Corporation's principal subsidiary. The unaudited statements have been prepared by the Company and KU, respectively, pursuant to the rules and regulations of the Securities and Exchange Commission. 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 such rules and regulations, although the Company and KU believe the disclosures are adequate to make the information presented not misleading. The Company's consolidated financial statements should be read in conjunction with the financial statements and notes thereto incorporated by reference in the Annual Report on Form 10-K of KU Energy for the year ended December 31, 1995; and the KU financial statements should be read in conjunction with the financial statements and notes thereto included in the Annual Report on Form 10-K of KU for the year ended December 31, 1995. In the opinion of the Company and KU, the respective information furnished herein reflects all adjustments, all of which are normal and -11- KU ENERGY CORPORATION AND SUBSIDIARIES KENTUCKY UTILITIES COMPANY CONDENSED NOTES TO FINANCIAL STATEMENTS (Unaudited) recurring, which are necessary to present fairly the results of the periods shown and the disclosures which have been made are adequate to make the information not misleading. Results of interim periods are not necessarily indicative of results for any twelve-month period due to the seasonal nature of KU's business. Prior year amounts have been reclassified on a basis consistent with the June 30, 1996 presentation. 2. ENVIRONMENTAL COST RECOVERY Since August 1994, KU has been collecting an environmental surcharge from its Kentucky retail customers under a Kentucky statute which authorizes electric utilities (including KU) to implement, beginning January 1, 1993, an environmental surcharge. The surcharge is designed to recover certain operating and capital costs of compliance with federal, state or local environmental requirements associated with the production of energy from coal, including the Federal Clean Air Act as amended. KU's environmental surcharge was approved by the Kentucky Public Service Commission (PSC) in July 1994 and was implemented in August 1994. The total surcharge collections from August 1, 1994 through June 30, 1996 were approximately $31 million. The constitutionality of the surcharge statute was challenged in the Franklin County (Kentucky) Circuit Court in an action brought against KU and the PSC by the Attorney General of Kentucky and joined by representatives of consumer groups. In July 1995, the Circuit Court entered a judgment upholding the constitutionality of the -12- KU ENERGY CORPORATION AND SUBSIDIARIES KENTUCKY UTILITIES COMPANY CONDENSED NOTES TO FINANCIAL STATEMENTS (Unaudited) statute, but vacating that part of the PSC's July 1994 order which the judgment describes as allowing KU to recover, under the surcharge, environmental expenditures incurred before January 1, 1993, and ordering the case remanded to the PSC for a determination in accordance with the Circuit Court judgment. The Attorney General and other consumer representatives appealed to the Kentucky Court of Appeals that part of the Circuit Court judgment upholding the constitutionality of the surcharge statute. The PSC and KU appealed that part of the judgment denying recovery of environmental expenditures incurred before January 1, 1993. On August 22, 1995, in the first semi-annual reconciliation review, the PSC ordered all surcharge revenues collected by KU from that date subject to refund pending final determination of all appeals. In March 1996 in the second semi-annual reconciliation review, the PSC ordered all surcharge revenues collected during the six-month period then under review (February 1, 1995 through July 31, 1995) subject to refund pending final determination of all appeals. The total surcharge collections from February 1, 1995 through June 30, 1996 were approximately $27 million. KU believes the constitutionality of the surcharge statute will be upheld, but it cannot predict the outcome of that part of the Circuit Court judgment disallowing recovery of environmental expenditures incurred before January 1, 1993. If the Circuit Court judgment is ultimately upheld as entered, KU estimates that the amount it would be required to refund (which is based solely on costs associated with environmental expenditures incurred before January 1, -13- KU ENERGY CORPORATION AND SUBSIDIARIES KENTUCKY UTILITIES COMPANY CONDENSED NOTES TO FINANCIAL STATEMENTS (Unaudited) 1993) for surcharge collections through June 30, 1996, from the implementation of the surcharge would be approximately $9 million, and from February 1, 1995 would be approximately $7 million. At this time, KU has not recorded any reserve for refund. 3. FINANCING In January 1996, KU issued $36 million of Series S First Mortgage Bonds which bear interest at 5.99% and will mature January 15, 2006. The proceeds were used to redeem $35.5 million of Series K First Mortgage Bonds. A redemption premium of approximately $.7 million was recorded on the balance sheet and will be amortized over the period to the scheduled maturity of the new bonds. 4. OPERATING REVENUES AND FUEL COSTS Pursuant to regulatory orders, KU had been refunding fuel cost savings related to the resolution of a coal contract dispute. Refunds were made to Virginia retail customers during the period August 1993 through June 1994. Refunds were made to wholesale customers under the jurisdiction of the FERC in lump sum payments in September 1993. Refunds to Kentucky retail customers commenced in July 1994. A portion remained to be refunded to Kentucky customers who had not filed required claims for refunds. Kentucky passed legislation in March 1996 which provides for the distribution by the State of certain unclaimed utility refunds to pay qualifying workers' compensation claims through the Kentucky Workers' Compensation Funding Commission (Funding Commission). KU requested permission from the PSC to -14- KU ENERGY CORPORATION AND SUBSIDIARIES KENTUCKY UTILITIES COMPANY CONDENSED NOTES TO FINANCIAL STATEMENTS (Unaudited) transfer the remaining unclaimed refunds to the state for this purpose. The PSC issued an order in June 1996 approving this request and releasing KU from any obligation imposed by the PSC to hold, maintain and distribute the funds. KU transferred the funds (approximately $6.8 million) to the Funding Commission in June 1996. The legislation releases KU upon payment to the Kentucky State Treasurer from any future liability relating to unclaimed refunds, preserves the rights of ratepayers entitled to claim a refund who have not yet done so, and authorizes the Funding Commission to make any such refunds using any funds available. -15- KU ENERGY CORPORATION AND SUBSIDIARIES KENTUCKY UTILITIES COMPANY MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of financial condition and results of operations is for the Company unless otherwise stated. Material changes in the consolidated financial condition and operating results of KU Energy are based primarily upon the operations of KU. LIQUIDITY & RESOURCES At June 30, 1996, KU's short-term borrowings were $40.7 million compared to $55.6 million at December 31, 1995. The short-term borrowings have been used primarily to finance ongoing construction expenditures and general corporate requirements. The decrease is due primarily to planned reductions in construction expenditures and additional cash provided by operations during the first half of 1996. Refer to Note 3 of the Condensed Notes to Financial Statements for a discussion of KU's recent financing activities. RESULTS OF OPERATIONS Quarter ended June 30, 1996, compared to the Quarter ended June 30, 1995 The Company's earnings per common share for the three-month period ended June 30, 1996 were $.42 compared to $.27 for the corresponding period of 1995. The increase reflects the success of KU's aggressive marketing efforts in the residential sector and the positive effects of colder weather in April 1996 as well as increased sales to industrial customers and increased opportunity sales during the second quarter of 1996 compared to 1995. The positive effects of these factors were somewhat offset by increased fuel and depreciation. -16- KU ENERGY CORPORATION AND SUBSIDIARIES KENTUCKY UTILITIES COMPANY MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS expenses. The changes in operating revenues and kilowatt-hour sales described below are for the Company. The only difference between changes in operating revenues for the Company and operating revenues for KU are intercompany revenues that are eliminated in the consolidated financial statements. These intercompany amounts are immaterial. Increase (Decrease) From Prior Year Three Months Ended June 30, 1996 kWh Revenues (%) (000's) Residential 13 $4,663 Commercial 3 968 Industrial 7 2,272 Mine Power (7) (677) Public Authorities 10 1,236 Total Retail Sales 7 8,462 Wholesale 6 908 Opportunity 45 2,167 Total Other Electric Utilities 22 3,075 Miscellaneous Revenues & Other - 1,224 Total 9 $12,761 Operating revenues increased $12.8 million (8%). The increase reflects a 9% increase in kilowatt-hour sales. The increase in kilowatt-hour sales is primarily attributable to increases in residential, industrial and opportunity sales. The increase in residential sales was due to the positive impacts of aggressive marketing efforts and to colder weather during April 1996. The increase in industrial sales reflects continued economic growth in the manufacturing sector of KU's service area evidenced primarily by a 10% increase in the number of industrial customers over 1995. The -17- KU ENERGY CORPORATION AND SUBSIDIARIES KENTUCKY UTILITIES COMPANY MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS increase in opportunity sales (374,794 megawatt-hours versus 257,961 megawatt-hours) is primarily due to agreements with two neighboring utilities for non-firm energy sales during 1996. Fuel expense increased $4.4 million (11%). The increase was primarily due to a 14% increase in the tons of coal consumed partially offset by a 4% reduction in the average price per ton of coal consumed. The increased consumption was primarily caused by a 13% increase in generation due to the previously mentioned increase in kilowatt-hour sales. Maintenance expense decreased $1.9 million (10%). The decrease was primarily due to the timing of expenditures for transmission and distribution maintenance. Federal and state income taxes increased $4.3 million (79%). The increase was primarily attributable to higher pretax net income. Six Months ended June 30, 1996, compared to the Six Months ended June 30, 1995 The Company's earnings per common share for the six-month period ended June 30, 1996 were $1.12 compared to $.77 for the corresponding period of 1995. The increase reflects the success of KU's aggressive marketing efforts in the residential sector, the positive effects of colder weather in the first four months of 1996 and increases in industrial and opportunity sales during the first half of 1996 compared to 1995. The positive effects of these factors were somewhat offset by increased fuel and depreciation expenses. -18- KU ENERGY CORPORATION AND SUBSIDIARIES KENTUCKY UTILITIES COMPANY MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Increase (Decrease) From Prior Year Six Months Ended June 30, 1996 kWh Revenues (%) (000's) Residential 13 $12,849 Commercial 4 2,986 Industrial 9 5,406 Mine Power (5) (912) Public Authorities 9 2,378 Total Retail Sales 8 22,707 Wholesale 6 1,681 Opportunity 149 10,087 Total Other Electric Utilities 51 11,768 Miscellaneous Revenues & Other - 2,136 Total 14 $36,611 Operating revenues increased $36.6 million (11%). The increase reflects a 14% increase in kilowatt-hour sales. The increase in kilowatt-hour sales is primarily due to increases in residential, industrial and opportunity sales. The increase in residential sales was due to the positive impacts of aggressive marketing efforts and to colder weather during the first four months of 1996 compared to the same period of 1995. KU set an all-time record peak demand for electricity on February 5, 1996 of 3,391 megawatts. The increase in opportunity sales was primarily attributable to agreements with neighboring utilities for non-firm energy sales during 1996. The increase in industrial sales was primarily due to an 8% increase in the number of industrial customers over 1995. Fuel expense increased $12.7 million (15%). The increase was primarily due to a 17% increase in the tons of coal consumed slightly offset by a 3% decrease in the average price per ton of coal consumed. The increase in consumption was primarily due to a 16% increase in -19- KU ENERGY CORPORATION AND SUBSIDIARIES KENTUCKY UTILITIES COMPANY MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS generation due to the previously mentioned increase in kilowatt-hour sales. Maintenance expense decreased by $2.5 million (7%) due primarily to the timing of expenditures for transmission and distribution maintenance. Federal and state income taxes increased by $9.5 million (60%). The increase was primarily attributable to higher pretax net income. UTILITY ISSUES - COMPETITION Refer to Management's Discussion and Analysis in the 1995 KU Energy Annual Report on Form 10-K under the heading "Utility Issues -Competition" for a discussion of the Federal Energy Regulatory Commission's (FERC) proposed rules addressing open access transmission service and the collection of charges for the recovery of stranded costs. In late April 1996, the FERC issued two final rules and a Notice of Proposed Rulemaking (NOPR). FERC Order No. 888 (Order 888) addressed both open access and stranded cost issues. FERC Order No. 889 (Order 889) requires utilities to establish an electronic Open Access Same-Time Information System (OASIS) to share information about available transmission capacity, and also requires the establishment by each utility of standards of conduct for its transmission system operation. The NOPR proposes to establish a new system for utilities to use in reserving capacity on their own and other's transmission lines. On July 9, 1996, KU filed a new open access transmission tariff with the FERC designed to comply with provisions of Order 888. Upon acceptance by the FERC, the new tariff will supersede KU's existing -20- KU ENERGY CORPORATION AND SUBSIDIARIES KENTUCKY UTILITIES COMPANY MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Transmission Services Tariff, which had been in effect since December 1994. The provisions of the tariff filed July 9, 1996, are similar to the terms and conditions of service contained in KU's existing tariff. KU is in the process of developing an OASIS and finalizing its standards of conduct pursuant to Order 889. KU expects to meet the FERC's November 1, 1996, deadline for implementation of these requirements. KU is also in the process of evaluating the FERC's NOPR which rules, if adopted as proposed, would supersede KU's transmission tariff filed July 9, 1996. The Company believes that competition and change will continue to impact the industry going forward. With utility rates that are among the lowest in the Nation, KU believes it is well-positioned for an increasingly competitive environment. -21- PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS See Note 2 of the Condensed Notes to Financial Statements, Environmental Cost Recovery, for a discussion of KU's environmental surcharge. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS KU Energy Corporation At the April 23, 1996, Annual Meeting of Shareholders, the following proposal was acted upon and approved. To elect five Directors to the Board of Directors of the Company. Votes for Votes Withheld Mira S. Ball 31,443,277 371,571 Carol M. Gatton 31,402,099 371,571 Frank V. Ramsey, Jr. 31,432,761 371,571 Charles L. Shearer 31,397,729 371,571 Lee T. Todd, Jr. 31,454,407 371,571 Kentucky Utilities Company At the April 23, 1996, Annual Meeting of Shareholders, the following proposal was acted upon and approved. To elect five Directors to the Board of Directors of KU. Votes for Votes Withheld Mira S. Ball 37,817,878 0 Carol M. Gatton 37,817,878 0 Frank V. Ramsey, Jr. 37,817,878 0 Charles L. Shearer 37,817,878 0 Lee T. Todd, Jr. 37,817,878 0 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. The following exhibits are filed as part of this report: Exhibit Number Description 4.01 By-laws of KU Energy Corporation dated July 29, 1996 4.02 By-laws of Kentucky Utilities Company dated July 29, 1996 27.01 Financial Data Schedule for KU Energy 27.02 Financial Data Schedule for KU (Both required for electronic filing only in accordance with Item 601(c)(1) of Regulation S-K.) (b) Reports on Form 8-K. None. -22- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, KU Energy Corporation and Kentucky Utilities Company have each duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. KU ENERGY CORPORATION and KENTUCKY UTILITIES COMPANY (Registrants) Date August 2, 1996 /s/ Michael R. Whitley Michael R. Whitley Chairman and President Date August 2, 1996 /s/ Michael D. Robinson Michael D. Robinson Controller -23-