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, 1994
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 9, 1995 of the voting stock held by
nonaffiliates of the Registrant: $1,016,355,471
Number of shares of Common Stock outstanding at March 9, 1995: 37,817,878
Documents Incorporated by Reference: A portion of the Company's 1994
Annual Report to Shareholders is incorporated by reference in Part II. A
portion of the Company's Proxy Statement relating to the 1995 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, 1994
_____________
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 . . . . . . . . . . . . . . . . . . . . . 20
-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 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 KU
Capital and on amounts that may be earned by the Company on investments.
Kentucky Utilities Company
Kentucky Utilities is a public utility engaged in producing and selling
electric energy. Kentucky Utilities provides electric service to about
418,100 customers in over 600 communities and adjacent suburban and rural
areas in 77 counties in central, southeastern and western Kentucky, and
to about 28,300 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 adverse 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,
1994, filed herewith as Exhibit 99B and incorporated herein by reference.
KU Capital Corporation
KU Capital has adopted a core energy investment strategy for its
nonutility investments. Under this strategy, energy-related investments
that utilize KU Energy's knowledge and expertise are targeted. In
particular, KU Capital is focusing its attention on independent power
projects (including qualifying facilities and exempt wholesale
generators) and equipment leased to other utilities.
-3-
Item 2. Properties
Refer to Kentucky Utilities Company's Annual Report on Form 10-K for the
year ended December 31, 1994 for a description of its properties.
Presently, KU Energy and KU Capital have no significant physical
property.
Item 3. Legal Proceedings
KU Energy and KU Capital have no significant legal proceedings. See
Item 3, Legal Proceedings of the Kentucky Utilities' Annual Report on
Form 10-K for the year ended December 31, 1994 (Exhibit 99B) for a
discussion of certain legal proceedings concerning Kentucky Utilities.
Item 4. Submission of Matters to a Vote of Security Holders
None.
-4-
Executive Officers of the Registrant
Current Positions Held During at Least the
Name and Age Positions Held Last 5 Years
John T. Newton Chairman and Chairman of the Board and Director
Age 64 Director* of KU Energy since 1988. President
of KU Energy from 1988 to November
1994.
Michael R. Whitley President and President of KU Energy since
Age 51 Director* November 1994 and Director since
March 1992. Senior Vice President
from 1988 to November 1994.
Secretary of KU Energy from 1988
to November 1992.
O. M. Goodlett Senior Vice- Senior Vice-President of KU Energy
Age 47 President* since November 1994.
James W. Tipton Senior Vice- Senior Vice-President of KU Energy
Age 51 President since November 1994. Senior Vice-
President of Kentucky Utilities
from November 1986 to November
1994.
George S. Brooks II General Corporate Secretary of KU Energy
Age 44 Counsel and since November 1992, and General
Corporate Counsel since 1988.
Secretary*
William N. English Treasurer* Treasurer of KU Energy since 1988.
Age 44
Michael D. Robinson Controller* Controller of KU Energy since June
Age 39 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.
1994 1993
Dividend Price Dividend Price
Quarter Paid High Low Paid High Low
First $.41 29 1/4 26 $.40 30 5/8 27 5/8
Second $.41 27 3/8 24 1/2 $.40 31 1/2 28 1/4
Third $.41 27 1/8 25 1/8 $.40 32 3/4 30 1/2
Fourth $.41 28 3/4 25 3/4 $.40 31 3/4 27 3/4
KU Energy's Board has declared a common stock dividend of $.42 per share
payable March 15, 1995, to shareholders of record on February 24, 1995.
As of December 31, 1994, the Company had approximately 32,664 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 5 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, 1994 1993 1992 1991 1990
(dollars in thousands)
Operating Revenues:
Residential $213,574 $ 210,759 $194,817 $ 202,885 $187,100
Commercial 142,207 138,271 133,519 137,653 131,990
Industrial 120,043 111,857 102,808 98,595 96,524
Mine power 36,498 34,977 36,696 37,093 37,877
Public authorities 49,869 48,142 45,570 46,332 43,125
Total sales to ultimate
consumers 562,191 544,006 513,410 522,558 496,616
Other electric utilities 89,665 62,463 58,979 61,542 53,295
Miscellaneous revenues and other 4,157 3,448 3,871 3,560 3,870
Provision for refund - litigation
settlement (19,385) (3,309) - - -
Total operating revenues 636,628 606,608 576,260 587,660 553,781
Operating Expenses:
Fuel used in generation (1) 170,654 178,910 168,470 183,167 175,439
Electric power purchased 61,442 34,711 32,753 26,744 27,521
Other operating expenses 114,551 106,124 95,109 93,648 85,111
Maintenance 66,141 59,458 61,270 58,590 52,606
Depreciation 65,441 60,811 58,931 57,337 56,173
Federal and state income taxes 43,904 47,752 40,992 45,837 42,331
Other taxes 14,789 14,357 13,401 12,858 12,384
Total operating expenses
and taxes 536,922 502,123 470,926 478,181 451,565
Net Operating Income 99,706 104,485 105,334 109,479 102,216
Other Income and Deductions 11,530 10,362 12,162 12,062 15,102
Income Before Interest and
Other Charges and AFUDC 111,236 114,847 117,496 121,541 117,318
Interest and Other Charges:
Interest on long-term debt 32,147 31,650 39,571 36,559 36,132
Preferred stock dividend
requirements of Subsidiary 2,384 2,558 2,518 3,031 5,513
Other interest 2,414 1,249 1,394 1,626 1,219
Total interest and other charges 36,945 35,457 43,483 41,216 42,864
AFUDC 1,585 593 169 262 146
Net Income $ 75,876 $ 79,983 $ 74,182 $ 80,587 $ 74,600
Earnings per Average Common Share $ 2.01 $ 2.11 $ 1.96 $ 2.13 $ 1.97
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 $ 1.64 $ 1.60 $ 1.56 $ 1.50 $ 1.46
(1) Amounts for 1994 and 1993 reflect reductions of $23.1 million and $4.1 million,
respectively, associated with refunds to customers related to a litigation settlement
with a former coal supplier.
-7-
Item 6. Selected Financial Data
(continued)
1994 1993 1992 1991 1990
Assets (in thousands) $1,669,294 $1,573,194 $1,457,100 $1,411,092 $1,416,487
Capitalization: (in thousands)
Bonds $ 495,830 $ 441,830 $ 443,330 $ 407,330 $ 408,070
Notes 86 107 128 149 171
Unamortized premium on
long-term debt 96 108 519 713 772
Preferred stock 40,000 40,000 40,000 40,000 40,000
Common stock equity 616,092 602,503 583,319 568,152 546,477
Total capitalization $1,152,104 $1,084,548 $1,067,296 $1,016,344 $ 995,490
% Total Capitalization
Represented by:
Long-term debt 43.0 40.8 41.6 40.2 41.1
Preferred stock 3.5 3.7 3.7 3.9 4.0
Common stock equity 53.5 55.5 54.7 55.9 54.9
Kilowatt-hours Generated,
Purchased and Sold:
(in thousands)
Power generated 15,524,844 14,934,839 13,700,313 14,183,713 13,024,722
Power purchased 3,066,917 1,926,299 2,032,110 1,464,812 1,425,899
Power interchanged - net 2,638 1,556 3,393 (10,725) 14,934
Total 18,594,399 16,862,694 15,735,816 15,637,800 14,465,555
Less - losses and company use 998,010 1,066,251 876,862 906,468 878,337
Remainder - kilowatt-hours
sold 17,596,389 15,796,443 14,858,954 14,731,332 13,587,218
Sales classified:
Residential 4,706,058 4,702,697 4,278,098 4,385,670 4,012,324
Commercial 3,272,370 3,217,504 3,080,045 3,122,156 2,968,049
Industrial 3,641,469 3,409,213 3,093,113 2,874,016 2,791,304
Mine power 974,233 933,317 977,032 955,410 983,778
Public authorities 1,225,668 1,199,893 1,123,494 1,133,176 1,048,483
Total sales to
ultimate consumers 13,819,798 13,462,624 12,551,782 12,470,428 11,803,938
Other electric utilities 3,776,591 2,333,819 2,307,172 2,260,904 1,783,280
Total 17,596,389 15,796,443 14,858,954 14,731,332 13,587,218
Average Number of Customers 440,590 432,636 425,403 419,340 413,843
Residential Sales (per customer):
Average kilowatt-hours 12,781 12,995 12,007 12,471 11,546
Average revenue $ 580.05 $ 582.41 $ 546.80 $ 576.93 $ 538.43
System Capability - Megawatts:
Kentucky Utilities' plants 3,265 3,164 3,163 3,162 3,150
Purchased contracts 540 365 293 254 251
Total system capability 3,805 3,529 3,456 3,416 3,401
Net System Maximum Demand -
Megawatts 3,127 3,176 2,845 2,894 2,835
Load Factor (%) 59.8 57.7 59.4 58.4 56.5
Heat Rate (BTU per KWH) (1) 10,306 10,367 10,344 10,350 10,449
Fuel - Average Cost per Ton (1) $ 28.84 $ 28.31 $ 27.88 $ 29.67 $ 30.74
Average Cost per Million BTU (1) $ 1.19 $ 1.17 $ 1.18 $ 1.24 $ 1.28
(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 1995 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 1995 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 March 30, 1994, a report on Form 4 (due February 15, 1994) was filed
on behalf of Roger C. Grimm, Vice President 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, 1994,
Consolidated Statements of Cash Flows for the three years ended
December 31, 1994,
Consolidated Balance Sheets as of December 31, 1994 and 1993,
Consolidated Statements of Capitalization as of December 31,
1994 and 1993,
Notes to Consolidated Financial Statements, and
Report of Independent Public Accountants.
(2) Schedules
Schedule II Valuation and qualifying accounts.
The following Schedules are omitted as not applicable or not
required under Regulation S-X:
I, III, IV, V.
-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. -
4.D Supplemental Indenture dated November 1, 1994 between
Kentucky Utilities Company and Bank of America Illinois,
as Trustee (Exhibit 4C to Form 10-K Annual Report of
Kentucky Utilities Company for the year ended
December 31, 1994). 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 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.E 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.F 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.G 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.H 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.I 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.J 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.K Amendment No. 1 to Kentucky Utilities' Supplemental
Security Plan (Exhibit 10J to Form 10-K Annual Report of
Kentucky Utilities Company for the year ended December
31, 1994). Incorporated by reference. -
10.L Amendment No. 2 to Kentucky Utilties' Supplemental
Security Plan (Exhibit 10K to Form 10-K Annual Report of
Kentucky Utilities Company for the year ended December
31, 1994). Incorporated by reference. -
10.M Kentucky Utilities' Amended and Restated Director
Deferred Compensation Plan (Exhibit 10M to Form 10-K
Annual Report of Kentucky Utilties Company for the year
ended December 31, 1994). Incorporated by reference. -
10.N 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.O KU Energy's Annual Performance Incentive Plan (Exhibit
10J to Form 10-K Annual Report of KU Energy Corporation
for the year ended December 31, 1993). Incorporated by
reference. -
10.P Amendment No. 1 to KU Energy's Annual Performance
Incentive Plan (Exhibit 10K to Form 10-K Annual Report of
KU Energy Corporation for the year ended
December 31, 1993). Incorporated by reference. -
10.Q KU Energy's Executive Optional Deferred Compensation Plan
(Exhibit 10P to Form 10-K Annual Report of KU Energy
Corporation for the year ended December 31, 1993).
Incorporated by reference. -
10.R 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.S KU Energy's Amended and Restated Director Deferred
Compensation Plan. 21-37
13 Portions of 1994 Annual Report to Shareholders 38-63
21 List of Subsidiaries 64
23 Consent of Independent Public Accountants 65
-14-
No. Description Page
27 Financial Data Schedule (required for electronic filing
only in accordance with Item 601(c)(1) of Regulation
S-K). -
99.A Description of Common Stock 66-68
99.B Kentucky Utilities Company Form 10-K for the year ended 69-169
December 31, 1994
Note - Exhibit numbers 10.A through 10.S 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.
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8. Loan Agreement dated as of November 1, 1994, between Kentucky
Utilities and the County of Carroll, Kentucky, in connection
with $54,000,000 County of Carroll, Kentucky, Collateralized
Solid Waste Disposal Facilities Revenue Bonds (Kentucky
Utilities Company Project) 1994 Series A due November 1,
2024.
(B) No reports on Form 8-K were filed by the Company during the last
quarter of 1994.
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SCHEDULE II
KU ENERGY CORPORATION & SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
Year Ended December 31, 1994 1993 1992
(in thousands)
Accumulated Provision for Uncollectible Accounts Receivable
Balance at beginning of year $ 923 $ 1,033 $ 1,132
Balance at end of year $ 457 $ 923 $ 1,033
____________
Note-Other valuation and qualifying accounts are not significant.
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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 30, 1995.
Our audits were made for the purpose of forming an opinion on those
statements taken as a whole. The schedule listed in Item 14(a)(2) is the
responsibility of KU Energy Corporation's management and is presented for
purposes of complying with the Securities and Exchange Commission's rules
and is not part of the basic financial statements. This schedule has
been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, fairly states, 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 LLP
Arthur Andersen LLP
Chicago, Illinois
January 30, 1995
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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 9, 1995.
KU ENERGY CORPORATION
/s/ John T. Newton
John T. Newton
Chairman
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 Director (Principal Executive
Officer)
/s/ Michael R. Whitley
Michael R. Whitley President and Director
/s/ O. M. Goodlett
O. M. Goodlett Senior Vice-President (Principal Financial
Officer)
/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 9, 1995
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