SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
For the fiscal year ended December 31, 1993
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from to
Commission file number 1-10944
KU ENERGY CORPORATION
(Exact name of Registrant as specified in its charter)
Kentucky 61-1141273
(State of Incorporation) (I.R.S. Employer
Identification No.)
One Quality Street
Lexington, Kentucky 40507
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 606-255-2100
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
Common Stock, without par value New York Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( )
Aggregate market value at March 11, 1994 of the voting stock held by
nonaffiliates of the Registrant: $1,039,991,645
Number of shares of Common Stock outstanding at March 11, 1994: 37,817,878
Documents Incorporated by Reference: A portion of the Company's 1993
Annual Report to Shareholders is incorporated by reference in Part II. A
portion of the Company's Proxy Statement relating to the 1994 Annual
Shareholders Meeting is incorporated by reference in Part III.
Exhibit Index appears on page 12.
-1-
KU ENERGY CORPORATION
Form 10-K
Annual Report to the Securities and Exchange Commission
For the Year Ended December 31, 1993
_____________
TABLE OF CONTENTS
Item Page
PART I
1. Business . . . . . . . . . . . . . . . . . . . . . . 3
2. Properties . . . . . . . . . . . . . . . . . . . . . 4
3. Legal Proceedings . . . . . . . . . . . . . . . . . 4
4. Submission of Matters to a Vote of Security Holders 4
Executive Officers of the Registrant . . . . . . . . 5
PART II
5. Market for Registrant's Common Equity and Related
Stockholder Matters . . . . . . . . . . . . . . . 6
6. Selected Financial Data . . . . . . . . . . . . . . 7
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . 9
8. Financial Statements and Supplementary Data . . . . 9
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure . . . . . . 9
PART III
10. Directors and Executive Officers of the Registrant . 10
11. Executive Compensation . . . . . . . . . . . . . . . 10
12. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . 10
13. Certain Relationships and Related Transactions . . . 10
PART IV
14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K . . . . . . . . . . . . . 11
Exhibit Index . . . . . . . . . . . . . . . . . . . 12
Signatures . . . . . . . . . . . . . . . . . . . . . 23
-2-
PART I
Item 1. Business
KU Energy Corporation
KU Energy Corporation (KU Energy or the Company), an exempt utility
holding company, was incorporated in the state of Kentucky on June 23,
1988. On December 1, 1991, a corporate reorganization was completed
under which KU Energy became the holder of all common stock of Kentucky
Utilities Company (Kentucky Utilities). KU Energy has two wholly owned
subsidiaries, Kentucky Utilities, an electric utility, and KU Capital
Corporation (KU Capital), a nonutility subsidiary. Kentucky Utilities is
KU Energy's principal subsidiary.
The Company has adopted a core energy investment strategy for its
nonutility investments. Under this strategy, energy-related investments
that utilize the Company's knowledge and expertise will be targeted. In
particular, the Company is focusing its attention on independent power
projects (including qualifying facilities and exempt wholesale
generators) and equipment leased to other utilities.
The Company is a public utility holding company as defined in the Public
Utility Holding Company Act of 1935 (the Holding Company Act). On
November 13, 1991, the Company obtained an order from the Securities and
Exchange Commission which granted an exemption from all provisions of the
Holding Company Act, except Section 9(a)(2) thereof which relates to the
acquisition of securities of public utility companies.
The ability of the Company to pay dividends on its common stock is
dependent upon distributions made to it by Kentucky Utilities and on
amounts that may be earned by the Company on future investments.
Kentucky Utilities Company
Kentucky Utilities is a public utility engaged in producing and selling
electric energy. Kentucky Utilities provides electric service to about
409,700 customers in over 600 communities and adjacent suburban and rural
areas in 77 counties in central, southeastern and western Kentucky, and
to about 27,900 customers in 5 counties in southwestern Virginia. Of the
Kentucky communities, 160 are incorporated municipalities served under
unexpired municipal franchises and the rest are unincorporated
communities where no franchises are required. Service has been provided
in Virginia without franchises for a number of years. This lack of
Virginia franchises is not expected to have a material effect on Kentucky
Utilities' operations. Kentucky Utilities also sells electric energy at
wholesale for resale in 12 municipalities.
For a complete description of Kentucky Utilities' business, reference is
made to its Annual Report on Form 10-K for the year ended December 31,
1993, filed herewith as Exhibit 99B and incorporated herein by reference.
-3-
Item 2. Properties
Refer to Kentucky Utilities Company's Annual Report on Form 10-K for the
year ended December 31, 1993 for a description of its properties.
Presently, KU Energy has no significant physical property.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
-4-
Executive Officers of the Registrant
Current
Positions Positions Held During at Least the
Name and Age Held Last 5 Years
John T. Newton Chairman and Chairman of the Board, President
Age 63 President and and Director of KU Energy since
Director* 1988.
Michael R. Whitley Senior Vice- Director of KU Energy since March
Age 50 President and 1992 and Senior Vice-President
Director* since 1988. Secretary of KU Energy
from 1988 to November 1992.
Roger C. Grimm Vice- Vice-President of KU Energy since
Age 55 President November 1992. Director of
Nonutility Investments of KU Energy
from August 1992 to November 1992.
President of KUE Corp. of NY
(financial consulting) from April
1991 to July 1992. Managing
Director of Financial Security
Assurance, Inc. (credit enhancement
company) from September 1985 to
March 1991.
George S. Brooks II General General Counsel and Corporate
Age 43 Counsel and Secretary of KU Energy since
Corporate November 1992.
Secretary*
William N. English Treasurer* Treasurer of KU Energy since 1988.
Age 43
Michael D. Robinson Controller* Controller of KU Energy since June
Age 38 1990.
Note: Officers are elected annually by the Board of Directors. There
is no family relationship between any executive officer and any
other executive officer or any director.
* Identified persons hold positions with the same titles at
Kentucky Utilities. Refer to Kentucky Utilities Form 10-K for
information concerning positions held during last five years.
-5-
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
The Company's common stock is listed on the New York and Pacific stock
exchanges under the ticker symbol "KU." Quotes in daily newspapers can
be found under the listing "KU Engy."
The table below sets forth the high and low sales prices and the
dividends paid for the Company's common stock for the periods shown.
1993 1992
Dividend Price Dividend Price
Quarter Paid High Low Paid High Low
First $.40 30 5/8 27 5/8 $.39 27 7/8 23 3/4
Second $.40 31 1/2 28 1/4 $.39 27 5/8 24 1/8
Third $.40 32 3/4 30 1/2 $.39 28 3/4 26 3/8
Fourth $.40 31 3/4 27 3/4 $.39 28 1/8 26 1/2
KU Energy's Board has declared a common stock dividend of $.41 per share
payable March 15, 1994, to shareholders of record.
As of December 31, 1993, the Company had approximately 34,490 common
shareholders of record.
Kentucky Utilities has paid cash dividends quarterly since 1949. KU
Energy expects to continue this policy, although future dividends are
dependent on future earnings, capital requirements and financial
conditions. See Note 6 of the Notes to Consolidated Financial Statements
in the Annual Report to Shareholders (Exhibit 13). Such information is
incorporated herein by reference.
-6-
Item 6. Selected Financial Data
Year ended December 31, 1993 1992 1991 1990 1989
(dollars in thousands)
Operating Revenues:
Residential $210,759 $ 194,817 $202,885 $ 187,100 $186,517
Commercial 138,271 133,519 137,653 131,990 127,158
Industrial 111,857 102,808 98,595 96,524 89,691
Mine power 34,977 36,696 37,093 37,877 37,056
Public authorities 48,142 45,570 46,332 43,125 41,967
Total sales to ultimate
consumers 544,006 513,410 522,558 496,616 482,389
Other electric utilities 62,463 58,979 61,542 53,295 45,910
Miscellaneous revenues and other 139 3,871 3,560 3,870 3,596
Total operating revenues 606,608 576,260 587,660 553,781 531,895
Operating Expenses:
Fuel used in generation 178,910 168,470 183,167 175,439 164,814
Electric power purchased 34,711 32,753 26,744 27,521 21,231
Other operating expenses 106,124 95,109 93,648 85,111 79,120
Maintenance 59,458 61,270 58,590 52,606 48,072
Depreciation 60,811 58,931 57,337 56,173 54,756
Federal and state income taxes 47,752 40,992 45,837 42,331 45,059
Other taxes 14,357 13,401 12,858 12,384 11,716
Total operating expenses
and taxes 502,123 470,926 478,181 451,565 424,768
Net Operating Income 104,485 105,334 109,479 102,216 107,127
Other Income and Deductions 10,362 12,162 12,062 15,102 11,695
Income Before Interest and
Other Charges and AFUDC 114,847 117,496 121,541 117,318 118,822
Interest and Other Charges:
Interest on long-term debt 31,650 39,571 36,559 36,132 35,663
Preferred stock dividend
requirements of Subsidiary 2,558 2,518 3,031 5,513 5,847
Other interest 1,249 1,394 1,626 1,219 912
Total interest charges 35,457 43,483 41,216 42,864 42,422
AFUDC 593 169 262 146 51
Income Before Cumulative Effect of
a Change in Accounting Principle 79,983 74,182 80,587 74,600 76,451
Cumulative Effect on Prior Years
of Accrual of Unbilled Revenues - - - - 11,470
Net Income $ 79,983 $ 74,182 $ 80,587 $ 74,600 $ 87,921
Earnings per Average Common Share:
Before cumulative effect of a
change in accounting principle $ 2.11 $ 1.96 $ 2.13 $ 1.97 $ 2.02
Cumulative effect of accrual of
unbilled revenues - - - - .30
Total $ 2.11 $ 1.96 $ 2.13 $ 1.97 $ 2.32
Common Stock Data:
Shares Outstanding - average 37,818 37,818 37,818 37,818 37,818
- year end 37,818 37,818 37,818 37,818 37,818
Dividends per Share of
Common Stock $ 1.60 $ 1.56 $ 1.50 $ 1.46 $ 1.40
-7-
Item 6. Selected Financial Data
(continued)
1993 1992 1991 1990 1989
Assets (in thousands) $1,609,612 $1,473,666 $1,425,661 $1,426,269 $1,390,294
Capitalization: (in thousands)
Bonds $ 441,830 $ 443,330 $ 407,330 $ 408,070 $ 395,860
Notes 107 128 149 171 192
Unamortized premium on
long-term debt 108 519 713 772 832
Preferred stock 40,000 40,000 40,000 40,000 40,000
Preferred stock with mandatory
redemption - - - - 31,000
Common stock equity 602,503 583,319 568,152 546,477 527,111
Total capitalization $1,084,548 $1,067,296 $1,016,344 $ 995,490 $ 994,995
% Total Capitalization
Represented by:
Long-term debt 40.8 41.6 40.2 41.1 39.9
Preferred stock 3.7 3.7 3.9 4.0 7.1
Common stock equity 55.5 54.7 55.9 54.9 53.0
Kilowatt-hours Generated,
Purchased and Sold:
(in thousands)
Power generated 14,934,839 13,700,313 14,183,713 13,024,722 12,635,905
Power purchased 1,926,299 2,032,110 1,464,812 1,425,899 1,299,908
Power interchanged - net 1,556 3,393 (10,725) 14,934 (9,029)
Total 16,862,694 15,735,816 15,637,800 14,465,555 13,926,784
Less - losses and company use 1,066,251 876,862 906,468 878,337 791,474
Remainder - kilowatt-hours
sold 15,796,443 14,858,954 14,731,332 13,587,218 13,135,310
Sales classified:
Residential 4,702,697 4,278,098 4,385,670 4,012,324 4,093,485
Commercial 3,217,504 3,080,045 3,122,156 2,968,049 2,888,661
Industrial 3,409,213 3,093,113 2,874,016 2,791,304 2,650,383
Mine power 933,317 977,032 955,410 983,778 978,363
Public authorities 1,199,893 1,123,494 1,133,176 1,048,483 1,047,461
Total sales to
ultimate consumers 13,462,624 12,551,782 12,470,428 11,803,938 11,658,353
Other electric utilities 2,333,819 2,307,172 2,260,904 1,783,280 1,476,957
Total 15,796,443 14,858,954 14,731,332 13,587,218 13,135,310
Average Number of Customers 432,636 425,403 419,340 413,843 408,331
Residential Sales (per customer):
Average kilowatt-hours 12,995 12,007 12,471 11,546 11,923
Average revenue $ 582.41 $ 546.80 $ 576.93 $ 538.43 $ 543.27
System Capability - Megawatts:
Kentucky Utilities' plants 3,164 3,163 3,162 3,150 3,158
Purchased contracts 365 293 254 251 232
Total system capability 3,529 3,456 3,416 3,401 3,390
Net System Maximum Demand -
Megawatts 3,176 2,845 2,894 2,835 2,919
Load Factor (%) 57.7 59.4 58.4 56.5 53.9
Heat Rate (BTU per KWH) (1) 10,367 10,344 10,350 10,449 10,426
Fuel - Average Cost per Ton (1) $ 28.31 $ 27.88 $ 29.67 $ 30.74 $ 28.93
Average Cost per Million BTU (1) $ 1.17 $ 1.18 $ 1.24 $ 1.28 $ 1.22
(1) Based on coal consumed
-8-
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Refer to the caption "Management's Discussion and Analysis" in the Annual
Report to Shareholders (Exhibit 13) for the information required by this
item. Such information is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
Refer to the Annual Report to Shareholders (Exhibit 13) for the
information required by this item which is incorporated herein by
reference, including:
Consolidated Statements of Income and Retained Earnings,
Consolidated Statements of Cash Flows,
Consolidated Balance Sheets,
Consolidated Statements of Capitalization,
Notes to Consolidated Financial Statements, and
Report of Independent Public Accountants.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
-9-
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required by Item 10 relating to each director and each
nominee for election as a director at the Company's 1994 Annual
Shareholders Meeting is set forth in the Company's definitive proxy
statement (the "Proxy Statement") filed with the Securities and Exchange
Commission pursuant to Regulation 14A under the Securities Exchange Act
of 1934 in connection with the Company's 1994 Annual Shareholders
Meeting. Such information is incorporated herein by reference to the
material appearing in the Proxy Statement under the caption "Election of
Directors--General." Information required by this item relating to
executive officers of the Company is set forth under a separate caption
in Part I hereof.
On January 12, 1993, a report on Form 4 (due January 10, 1993) was filed
on behalf of John T. Newton, Chairman, President and Chief Executive
Officer of the Company, with the Securities and Exchange Commission
reporting a purchase of Company Common Stock.
Item 11. Executive Compensation
The information required by Item 11 is incorporated herein by reference
to the material appearing in the Proxy Statement under the caption
Election of Directors--"Directors' Compensation", and -- "Executive
Compensation" (but excluding any information contained under the
subheadings --"Report of Compensation Committee on Executive
Compensation", and --"Performance Graph").
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by Item 12 is incorporated herein by reference
to the material appearing in the Proxy Statement under the caption
"Election of Directors--Voting Securities Beneficially Owned by Directors,
Nominees and Executive Officers; Other Information."
Item 13. Certain Relationships and Related Transactions
None.
-10-
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(A) The following (1) financial statements, (2) schedules, and (3)
exhibits, are filed as a part of this Annual Report.
(1) Financial Statements (incorporated by reference under Item 8,
Financial Statements and Supplementary Data)
Consolidated Statements of Income and Retained Earnings for the
three years ended December 31, 1993,
Consolidated Statements of Cash Flows for the three years ended
December 31, 1993,
Consolidated Balance Sheets as of December 31, 1993 and 1992,
Consolidated Statements of Capitalization as of December 31,
1993 and 1992,
Notes to Consolidated Financial Statements, and
Report of Independent Public Accountants.
(2) Schedules
Schedule V Property, plant and equipment.
Schedule VI Accumulated depreciation, depletion and
amortization of property, plant and equipment.
Schedule VIII Valuation and qualifying accounts.
Schedule IX Short-term borrowings.
Schedule X Supplementary income statement information.
The following Schedules are omitted as not applicable or not
required under Regulation S-X:
I, II, III, IV, VII, XI, XII, XIII, XIV.
-11-
(3) Exhibits
No. Description Page
3.A Amended and Restated Articles of Incorporation of KU
Energy Corporation. (Exhibit 3A to Form 10-K Annual
Report of KU Energy Corporation for the year ended
December 31, 1992). Incorporated by reference. -
3.B By-laws of KU Energy Corporation (Exhibit 3B to Form 10-K
Annual Report of KU Energy Corporation for the year ended
December 31, 1992). Incorporated by reference. -
4.A Rights Agreement, dated as of January 27, 1992, by and
between KU Energy Corporation and Illinois Stock Transfer
Company (Exhibit 4.1 to Form 8-K Current Report of KU
Energy Corporation, dated January 27, 1992).
Incorporated by reference. -
4.B Indenture of Mortgage or Deed of Trust dated May 1, 1947,
between Kentucky Utilities Company and Continental
Illinois National Bank and Trust Company of Chicago and
Edmond B. Stofft, as Trustees (Amended Exhibit 7(a) in
File No. 2-7061), and Supplemental Indentures thereto
dated, respectively, January 1, 1949 (Second Amended
Exhibit 7.02 in File No. 2-7802), July 1, 1950 (Amended
Exhibit 7.02 in File No. 2-8499), June 15, 1951 (Exhibit
7.02(a) in File No. 2-8499), June 1, 1952 (Amended
Exhibit 4.02 in File No. 2-9658), April 1, 1953 (Amended
Exhibit 4.02 in File No. 2-10120), April 1, 1955 (Amended
Exhibit 4.02 in File No. 2-11476), April 1, 1956 (Amended
Exhibit 2.02 in File No. 2-12322), May 1, 1969 (Amended
Exhibit 2.02 in File No. 2-32602), April 1, 1970 (Amended
Exhibit 2.02 in File No. 2-36410), September 1, 1971
(Amended Exhibit 2.02 in File No. 2-41467), December 1,
1972 (Amended Exhibit 2.02 in File No. 2-46161) April 1,
1974 (Amended Exhibit 2.02 in File No. 2-50344),
September 1, 1974 (Exhibit 2.04 in File No. 2-59328),
July 1, 1975 (Exhibit 2.05 in File No. 2-9328), May 15,
1976 (Amended Exhibit 2.02 in File No. 2-56126),
April 15, 1977 (Exhibit 2.06 in File No. 2-59328,
August 1, 1979 (Exhibit 2.04 in File No. 2-64969), May 1,
1980 (Exhibit 2 to Form 10-Q Quarterly Report of Kentucky
Utilities for the quarter ended June 30, 1980),
September 15, 1982 (Exhibit 4.04 in File No. 2-79891),
August 1, 1984 (Exhibit 4B to Form 10-K Annual Report of
Kentucky Utilities Company for the year ended
December 31, 1984), June 1, 1985 (Exhibit 4 to Form 10-Q
Quarterly Report of Kentucky Utilities Company for the
quarter ended June 30, 1985), May 1, 1990 (Exhibit 4 to
Form 10-Q Quarterly Report of Kentucky Utilities Company
for the quarter ended June 30, 1990), May 1, 1991
-12-
No. Description Page
4.B (Exhibit 4 to Form 10-Q Quarterly Report of Kentucky
cont Utilities Company for the quarter ended June 30, 1991),
May 15, 1992 (Exhibit 4.02 to Form 8-K of Kentucky
Utilities Company dated May 14, 1992), August 1, 1992
(Exhibit 4 to Form 10-Q Quarterly Report of Kentucky
Utilities Company for the quarter ended September 30,
1992), June 15, 1993 (Exhibit 4.02 to Form 8-K of
Kentucky Utilities Company dated June 15, 1993) and
December 1, 1993 (Exhibit 4.01 to Form 8-K of Kentucky
Utilities Company dated December 10, 1993). Incorporated
by reference. -
4.C Supplemental Indenture dated March 1, 1992 between
Kentucky Utilities and Continental Bank, National
Association and M. J. Kruger, as Trustees, providing for
the conveyance of properties formerly held by Old
Dominion Power Company (Exhibit 4B to Form 10-K Annual
Report of Kentucky Utilities Company for the year ended
December 31, 1992). Incorporated by reference. -
10.A Kentucky Utilities' Amended and Restated Performance
Share Plan (Exhibit 10A to Form 10-Q Quarterly Report of
Kentucky Utilities Company for the quarter ended June 30,
1993). Incorporated by reference. -
10.B Kentucky Utilities' Annual Performance Incentive Plan
(Exhibit 10B to Form 10-K Annual Report of Kentucky
Utilities Company for the year ended December 31, 1990).
Incorporated by reference. -
10.C Amendment No. 1 to Kentucky Utilities' Annual Performance
Incentive Plan (Exhibit 10D to Form 10-K Annual Report of
Kentucky Utilities Company for the year ended
December 31, 1991). Incorporated by reference. -
10.D Kentucky Utilities' Executive Optional Deferred
Compensation Plan (Exhibit 10C to Form 10-K Annual Report
of Kentucky Utilities Company for the year ended
December 31, 1990). Incorporated by reference. -
10.E Amendment No. 1 to Kentucky Utilities' Executive Optional
Deferred Compensation Plan (Exhibit 10F to Form 10-K
Annual Report of Kentucky Utilities Company for the year
ended December 31, 1991). Incorporated by reference. -
-13-
No. Description Page
10.F Kentucky Utilities' Director Retirement Retainer Program,
and Amendment No. 1 (Exhibit 10G to Form 10-K Annual
Report of Kentucky Utilities Company for the year ended
December 31, 1991). Incorporated by reference. -
10.G Kentucky Utilities' Supplemental Security Plan (Exhibit
10I to Form 10-K Annual Report of Kentucky Utilities
Company for the year ended December 31, 1991).
Incorporated by reference. -
10.H KU Energy's Director Retirement Retainer Program (Exhibit
10J to Form 10-K Annual Report of KU Energy Corporation
for the year ended December 31, 1992). Incorporated by
reference. -
10.I KU Energy's Performance Share Plan (Exhibit 10A to
Form 10-Q Quarterly Report of KU Energy Corporation for
the quarter ended June 30, 1993). Incorporated by
reference. -
10.J KU Energy's Annual Performance Incentive Plan N/A
10.K Amendment No. 1 to KU Energy's Annual Performance
Incentive Plan N/A
10.L Amendment No. 2 to Kentucky Utilities' Annual Performance
Incentive Plan (Exhibit 10.H to Form 10-K Annual Report
of Kentucky Utilities Company for the year ended
December 31, 1993). Incorporated by reference. -
10.M Amendment No. 3 to Kentucky Utilities' Annual Performance
Incentive Plan (Exhibit 10.I to Form 10-K Annual Report
of Kentucky Utilities Company for the year ended
December 31, 1993). Incorporated by reference. -
10.N Amendment No. 2 to Kentucky Utilities' Executive Optional
Deferred Compensation Plan (Exhibit 10.J to Form 10-K
Annual Report of Kentucky Utilities Company for the year
ended December 31, 1993). Incorporated by reference. -
10.O Kentucky Utilities' Amended and Restated Director
Deferred Compensation Plan (Exhibit 10.K to Form 10-K
Annual Report of Kentucky Utilites Company for the year
ended December 31, 1993). Incorporated by reference. -
10.P KU Energy's Executive Optional Deferred Compensation Plan N/A
10.Q KU Energy's Director Deferred Compensation Plan N/A
13 Portions of 1993 Annual Report to Shareholders N/A
21 List of Subsidiaries N/A
23 Consent of Independent Public Accountants N/A
-14-
No. Description Page
99.A Description of Common Stock N/A
99.B Kentucky Utilities Company Form 10-K for the year ended
December 31, 1993 N/A
Note - Exhibit numbers 10.A through 10.Q are management contracts
or compensatory plans or arrangements required to be filed as
exhibits to this Form 10-K.
-15-
The following instruments defining the rights of holders of certain
long-term debt of Kentucky Utilities Company have not been filed with
the Securities and Exchange Commission but will be furnished to the
Commission upon request.
1. Loan Agreement dated as of May 1, 1990 between Kentucky
Utilities and the County of Mercer, Kentucky, in connection
with $12,900,000 County of Mercer, Kentucky, Collateralized
Solid Waste Disposal Facility Revenue Bonds (Kentucky
Utilities Company Project) 1990 Series A, due May 1, 2010 and
May 1, 2020.
2. Loan Agreement dated as of May 1, 1991 between Kentucky
Utilities and the County of Carroll, Kentucky, in connection
with $96,000,000 County of Carroll, Kentucky, Collateralized
Pollution Control Revenue Bonds (Kentucky Utilities Company
Project) 1992 Series A, due September 15, 2016.
3. Loan Agreement dated as of August 1, 1992 between Kentucky
Utilities and the County of Carroll, Kentucky, in connection
with $2,400,000 County of Carroll, Kentucky, Collateralized
Pollution Control Revenue Bonds (Kentucky Utilities Company
Project) 1992 Series C, due February 1, 2018.
4. Loan Agreement dated as of August 1, 1992 between Kentucky
Utilities and the County of Muhlenberg, Kentucky, in
connection with $7,200,000 County of Muhlenberg, Kentucky,
Collateralized Pollution Control Revenue Bonds (Kentucky
Utilities Company Project) 1992 Series A, due February 1,
2018.
5. Loan Agreement dated as of August 1, 1992 between Kentucky
Utilities and the County of Mercer, Kentucky, in connection
with $7,400,000 County of Mercer, Kentucky, Collateralized
Pollution Control Revenue Bonds (Kentucky Utilities Company
Project) 1992 Series A, due February 1, 2018.
6. Loan Agreement dated as of August 1, 1992 between Kentucky
Utilities and the County of Carroll, Kentucky, in connection
with $20,930,000 County of Carroll, Kentucky, Collateralized
Pollution Control Revenue Bonds (Kentucky Utilities Company
Project) 1992 Series B, due February 1, 2018.
7. Loan Agreement dated as of December 1, 1993, between Kentucky
Utilities and the County of Carroll, Kentucky, in connection
with $50,000,000 County of Carroll, Kentucky, Collateralized
Solid Waste Disposal Facilities Revenue Bonds (Kentucky
Utilities Company Project) 1993 Series A due December 1,
2023.
(B) No reports on Form 8-K were filed by the Company during the last
quarter of 1993.
-16-
SCHEDULE V
KU ENERGY CORPORATION & SUBSIDIARIES
PROPERTY, PLANT AND EQUIPMENT
Retirements
Balance or Sales at Other Balance
Jan. 1, Additions Original Changes Dec. 31,
1991 At Cost Cost (a) 1991
Electric Plant (in thousands)
Intangible $ 102 $ 2 $ (1) $ - $ 103
Production
Steam 948,164 30,254 (11) - 978,407
Hydro 8,905 1,278 - - 10,183
Other 4,662 - - - 4,662
Transmission 344,239 4,250 (384) 83 348,188
Distribution 473,938 28,885 (5,963) (83) 496,777
General 54,152 4,699 (1,937) - 56,914
Plant in Service 1,834,162 69,368 (8,296) - 1,895,234
Construction Work
in Progress 25,311 (3,456) - - 21,855
Total $1,859,473 $ 65,912 $ (8,296) $ - $ 1,917,089
Retirements
Balance or Sales at Other Balance
Jan. 1, Additions Original Changes Dec. 31,
1992 At Cost Cost (a) 1992
Electric Plant (in thousands)
Intangible $ 103 $ - $ - $ - $ 103
Production
Steam 978,407 17,329 (3,437) - 992,299
Hydro 10,183 395 (3) - 10,575
Other 4,662 99 - - 4,761
Transmission 348,188 13,647 (473) 1,126 362,488
Distribution 496,777 33,224 (5,200) (1,087) 523,714
General 56,914 5,984 (1,635) (39) 61,224
Plant in Service 1,895,234 70,678 (10,748) - 1,955,164
Construction Work
in Progress 21,855 15,567 - - 37,422
Total $1,917,089 $ 86,245 $ (10,748) $ - $ 1,992,586
Retirements
Balance or Sales at Other Balance
Jan. 1, Additions Original Changes Dec. 31,
1993 At Cost Cost (a) 1993
Electric Plant (in thousands)
Intangible $ 103 $ 6 $ (4) $ - $ 105
Production
Steam 992,299 11,596 (122) (753) 1,003,020
Hydro 10,575 18 - - 10,593
Other 4,761 327 - - 5,088
Transmission 362,488 6,339 (356) (85) 368,386
Distribution 523,714 32,791 (4,826) 85 551,764
General 61,224 5,178 (1,752) 1,310 65,960
Plant in Service 1,955,164 56,255 (7,060) 557 2,004,916
Plant - Purchased
or Sold - - - (228) (228)
Total Plant 1,955,164 56,255 (7,060) 329 2,004,688
Construction Work
in Progress 37,422 121,407 - - 158,829
Total $ 1,992,586 $ 177,662 $ (7,060) $ 329 $ 2,163,517
( ) Denotes deduction.
Note-Refer to Note 1 of the Notes to Consolidated Financial Statements for information as to
the Company's depreciation method and rates and to Management's Discussion and Analysis -
Construction for information concerning 1993 additions.
(a) Amounts in Other Changes column represent transfers between plant accounts, the
transfer of nonutility property to utility property and entries related to the disposition of
an asset.
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SCHEDULE VI
KU ENERGY CORPORATION & SUBSIDIARIES
ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment Intangibles
Total Electric Vehicles Franchises
(in thousands)
Balance January 1, 1991 $ 718,715 $ 707,774 $ 10,916 $ 25
Additions:
Provision charged to--
Depreciation expense $ 57,337 $ 57,335 $ - $ 2
Transportation expense clearing 2,318 - 2,318 -
Fuel inventory 3 3 - -
Other(1) 2,243 2,208 35 -
61,901 59,546 2,353 2
Deductions:
Retirements (8,296) (6,468) (1,827) (1)
Removal costs, net of salvage (1,276) (1,276) - -
(9,572) (7,744) (1,827) (1)
Balance January 1, 1992 $ 771,044 $ 759,576 $ 11,442 $ 26
Additions:
Provision charged to--
Depreciation expense (2) $ 58,849 $ 58,847 $ - $ 2
Transportation expense clearing 2,393 - 2,393 -
Fuel inventory 379 379 - -
Other(1) 2,556 2,514 42 -
64,177 61,740 2,435 2
Deductions:
Retirements (10,748) (9,165) (1,583) -
Removal costs, net of salvage (971) (971) - -
(11,719) (10,136) (1,583) -
Balance January 1, 1993 $ 823,502 $ 811,180 $ 12,294 $ 28
Additions:
Provision charged to--
Depreciation expense (2) $ 60,800 $ 60,798 $ - $ 2
Transportation expense clearing 2,524 - 2,524 -
Fuel inventory 382 382 - -
Other(1) 1,791 1,768 23 -
65,497 62,948 2,547 2
Deductions:
Retirements (7,060) (5,419) (1,637) (4)
Removal costs, net of salvage (1,979) (1,988) 9 -
(9,039) (7,407) (1,628) (4)
Balance December 31, 1993 $ 879,960 $ 866,721 $ 13,213 $ 26
(1) Includes reimbursement for relocation of properties and the accumulated depreciation
applicable to minor properties acquired.
(2) Excludes $11,000 and $82,000 of depreciation expense on nonutility property for 1993
and 1992, respectively.
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SCHEDULE VIII
KU ENERGY CORPORATION & SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
Year Ended December 31, 1993 1992 1991
(in thousands)
Accumulated Provision for Uncollectible Accounts Receivable
Balance at beginning of year $1,033 $ 1,132 $ 1,013
Balance at end of year $ 923 $ 1,033 $ 1,132
____________
Note-Other valuation and qualifying accounts are not significant.
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SCHEDULE IX
KU ENERGY CORPORATION & SUBSIDIARIES
SHORT-TERM BORROWINGS
As of December 31, Year Ended December 31,
Weighted Amount Outstanding Weighted
Average (in thousands) Average
Balance Interest Month End Weighted Interest
Year (in thousands) Rate Maximum Average(1) Rate(2)
Commercial Paper
1991 $ - - $ - $ - -
1992 $ - - - - -
1993 $ - - $ 14,900 $ 1,916 3.22%
(1) Based on a daily weighting of total short-term borrowings outstanding.
(2) Based on the percentage relationship that total annual interest expense bears to the
total annual weighted average amount outstanding.
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SCHEDULE X
KU ENERGY CORPORATION & SUBSIDIARIES
SUPPLEMENTARY INCOME STATEMENT INFORMATION
Year Ended December 31, 1993 1992 1991
(in thousands)
Other Taxes
Real estate and personal property $ 6,877 $ 6,233 $ 6,250
Payroll 5,590 5,265 4,727
Other 1,890 1,903 1,881
Total $ 14,357 $ 13,401 $ 12,858
____________
Note-The amounts of depreciation and taxes charged to other income and balance sheet
accounts are not significant. The amounts charged to the respective accounts for rents,
royalties, advertising costs, and research and development aggregated less than one
percent of total revenues.
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To KU Energy Corporation & Subsidiaries:
We have audited, in accordance with generally accepted auditing
standards, the consolidated financial statements included in KU Energy
Corporation's Annual Report to Shareholders incorporated by reference in
this Form 10-K and have issued our report thereon dated January 26, 1994.
Our audits were made for the purpose of forming an opinion on those
statements taken as a whole. The schedules listed in Item 14(a)(2) are
the responsibility of KU Energy Corporation's management and are
presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic financial statements.
These schedules have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, fairly
state, in all material respects, the financial data required to be set
forth therein in relation to the basic financial statements taken as a
whole.
/s/ Arthur Andersen & Co.
Arthur Andersen & Co.
Chicago, Illinois
January 26, 1994
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on
March 14, 1994.
KU ENERGY CORPORATION
/s/ John T. Newton
John T. Newton
Chairman and President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant in the capacities and on the date indicated.
Signature Title
/s/ John T. Newton
John T. Newton Chairman and President (Principal Executive
Officer) and Director
/s/ Michael R. Whitley
Michael R. Whitley Senior Vice-President (Principal Financial
Officer) and Director
/s/ Michael D. Robinson
Michael D. Robinson Controller (Principal Accounting Officer)
/s/ Mira S. Ball
Mira S. Ball Director
/s/ W. B. Bechanan
W. B. Bechanan Director
/s/ Harry M. Hoe
Harry M. Hoe Director
/s/ Milton W. Hudson
Milton W. Hudson Director
/s/ Frank V. Ramsey, Jr.
Frank V. Ramsey, Jr. Director
/s/ Warren W. Rosenthal
Warren W. Rosenthal Director
/s/ William L. Rouse, Jr.
William L. Rouse, Jr. Director
/s/ Charles L. Shearer
Charles L. Shearer Director
March 14, 1994
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