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 March 31, 1995 TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 or other jurisdiction of (I.R.S. Employer incorporation or organization) 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 Not Applicable Former name, former address and former fiscal year, if changed since last report 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 . Number of shares of Common Stock outstanding at May 8, 1995: 37,817,878 shares. -1- 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 March 31, 1995 1994 Operating Revenues (See Note 2) $ 167,140 $ 166,523 Operating Expenses: Fuel, principally coal, used in generation (See Note 2) 45,706 43,859 Electric power purchased 15,777 15,883 Other operating expenses 31,206 27,104 Maintenance 14,858 14,539 Depreciation 18,748 16,188 Federal and state income taxes 10,491 14,558 Other taxes 4,343 4,068 Total Operating Expenses 141,129 136,199 Net Operating Income 26,011 30,324 Other Income and Deductions: Interest and dividend income 977 2,155 Other income and deductions - net 2,131 1,377 Total Other Income and Deductions 3,108 3,532 Income Before Interest and Other Charges 29,119 33,856 Interest and Other Charges 10,312 8,837 Net Income $ 18,807 $ 25,019 Average Common Shares Outstanding 37,818 37,818 Earnings Per Common Share $ .50 $ .66 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. -2- KU ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands of dollars) For the Three Months Ended March 31, 1995 1994 Cash Flows from Operating Activities: Net Income $ 18,807 $ 25,019 Items not requiring (providing) cash currently: Depreciation 18,748 16,188 Deferred income taxes and investment tax credit (271) (1,782) Changes in current assets and liabilities: Change in fuel inventory (254) 4,644 Change in accounts receivable 5,610 1,404 Change in accounts payable (17,463) (10,223) Change in accrued taxes 10,597 17,882 Change in accrued utility revenues 2,493 4,788 Other--net 7,373 775 Net Cash Provided by Operating Activities 45,640 58,695 Cash Flows from Investing Activities: Construction expenditures - utility (28,035) (40,496) Purchase of long-term investments - (238) Proceeds from leveraged lease investments 200 162 Investment in independent power projects (786) - Other 7 103 Net Cash Used by Investing Activities (28,614) (40,469) Cash Flows from Financing Activities: Short-term borrowings - net (7,100) 3,500 Funds deposited with trustee - net 8,600 9,000 Retirement of long-term debt (21) (21) Retirement of preferred stock, incl. premium - (20,302) Payment of common stock dividends (15,884) (15,505) Net Cash Used by Financing Activities (14,405) (23,328) Net Increase (Decrease) in Cash and Cash Equivalents 2,621 (5,102) Cash and Cash Equivalents Beginning of Period 28,927 32,500 Cash and Cash Equivalents End of Period $ 31,548 $ 27,398 Supplemental Disclosures Cash paid for: Interest on short and long-term debt $ 6,475 $ 4,779 Federal and state income taxes $ - $ - The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. -3- KU ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands of dollars) As of As of March 31, Dec. 31, ASSETS 1995 1994 Utility Plant: Plant in service, at cost $2,274,572 $2,238,926 Less: Accumulated depreciation 953,153 933,394 1,321,419 1,305,532 Construction work in progress 98,617 104,385 1,420,036 1,409,917 Current Assets: Cash and cash equivalents 31,548 28,927 Escrow funds - coal contract litigation 6,508 6,911 Construction funds held by trustee 9,979 18,553 Accounts receivable 35,974 41,584 Accrued utility revenues 21,734 24,227 Fuel, principally coal, at average cost 35,906 35,652 Materials and supplies, at average cost 21,670 20,081 Other 11,003 10,619 174,322 186,554 Investments, Deferred Charges and Other Assets: Investment in leveraged leases 19,275 18,675 Unamortized loss on reacquired debt 12,069 12,324 Other 42,717 41,824 74,061 72,823 Total Assets $1,668,419 $1,669,294 CAPITALIZATION AND LIABILITIES Capitalization: Common stock equity $ 619,016 $ 616,092 Preferred stock of Subsidiary 40,000 40,000 Long-term debt of Subsidiary 495,987 496,012 1,155,003 1,152,104 Current Liabilities: Long-term debt due within one year 21 21 Short-term borrowings 69,200 76,300 Accounts payable 31,246 48,709 Accrued interest 9,938 7,328 Accrued taxes 19,785 9,188 Customers' deposits 6,421 6,423 Accrued payroll and vacations 10,727 8,222 Liab. to ratepayers - coal contract litigation 6,508 6,909 Other 8,056 6,471 161,902 169,571 Deferred Credits and Other Liabilities: Accumulated deferred income taxes 216,758 215,466 Accumulated deferred investment tax credits 37,251 38,275 Regulatory tax liability 60,119 60,788 Other 37,386 33,090 351,514 347,619 Total Capitalization and Liabilities $1,668,419 $1,669,294 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. -4- KU ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. PRESENTATION OF CONDENSED INFORMATION Pursuant to the rules and regulations of the Securities and Exchange Commission, certain information has been condensed and certain footnote disclosures have been omitted, which are normally included in financial statements prepared in accordance with generally accepted accounting principles. These financial statements should be read in conjunction with the financial statements and notes thereto in the KU Energy Corporation (KU Energy or the Company) Annual Report on Form 10-K for the year ended December 31, 1994. In the opinion of management, the information furnished herein reflects all adjustments 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 the business of the Company's principal subsidiary, Kentucky Utilities Company (KU). 2. OPERATING REVENUES AND FUEL COSTS Pursuant to regulatory orders, KU has been refunding fuel cost savings related to the resolution of a coal contract dispute. Refunds to Kentucky retail customers commenced in July 1994. 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 Federal Energy Regulatory Commission in lump sum payments in September 1993. -5- KU ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Operating revenues and fuel expense for the three-month period ended March 31, 1994 were reduced by $.5 million and $2.9 million, respectively, resulting from the above-mentioned refunds. The refunding had no impact on operating revenues or fuel expense for the three-month period ended March 31, 1995. The difference between the reduction in operating revenues and the reduction in fuel expense is attributed to incurred litigation costs and fuel costs savings related to off-system sales. These amounts were allowed to be retained by KU pursuant to regulatory orders. -6- KU ENERGY CORPORATION AND SUBSIDIARIES MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS KU Energy is a holding company organized under the laws of Kentucky. KU Energy has two wholly owned subsidiaries, KU, an electric utility, and KU Capital Corporation (KU Capital), a nonutility subsidiary. KU is KU Energy's principal subsidiary. Material changes in the consolidated financial condition and operating results of KU Energy are based primarily upon the operations of KU. LIQUIDITY & RESOURCES KU's construction expenditures decreased approximately $12 million during the three-month period ending March 31, 1995, compared to the same period of 1994. The decrease is primarily attributable to planned reductions in expenditures for combustion turbine peaking units and for compliance with the 1990 Clean Air Act Amendments. KU plans to issue up to an additional $50 million of long- term debt during 1995, principally to refinance short-term indebtedness. RESULTS OF OPERATIONS Quarter ended March 31, 1995, compared to the Quarter ended March 31, 1994 Earnings for the three-month period ending March 31, 1995 were $.50 as compared to $.66 for the corresponding period of 1994. Earnings for the first quarter of 1994 included a one-time recovery of about $.05 per share from the resolution of a coal contract dispute. For additional information concerning the -7- KU ENERGY CORPORATION AND SUBSIDIARIES MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS refunds resulting from resolution of the dispute and the impact on 1994 operating results, refer to Note 2 of the Notes to Consolidated Financial Statements, "Operating Revenues and Fuel Costs". Increase (Decrease) From Prior Year Three Months Ended March 31, 1995 kWh Revenues (%) (000's) Residential (6) $(1,255) Commercial (1) 1,060 Industrial 5 2,299 Mine Power & Public Authorities (2) 666 Total Retail Sales (2) 2,770 Other Electric Utilities (21) (2,477) Miscellaneous Revenues & Other - (213) Total Before Refund (5) 80 Provision for Refund - Litigation Settlement - 537 Total (5) $ 617 Operating revenues, before the impact of the refunds to customers, increased about $.1 million. A 5% decrease in kilowatt-hour sales was offset by $3.8 million recovered under the environmental surcharge discussed below (see page 10). The decrease in kilowatt-hour sales is attributable to a decline in residential and off-system sales, partially offset by an increase in industrial sales. The increase in industrial sales reflects continued economic growth in the manufacturing sector of KU's service area. About 30% of the industrial sales increase was due to greater sales to Toyota Motor Manufacturing U.S.A., Inc., KU's largest customer. The decrease in off-system sales is attributable -8- KU ENERGY CORPORATION AND SUBSIDIARIES MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS to a decrease in demand for power at neighboring utilities. The decline in residential sales reflects milder weather during the first quarter of 1995 compared to 1994. Fuel expense, excluding the effect of the refunds to customers, decreased $1.1 million (2%). This decrease reflects a 6% decrease in tons of coal consumed, partially offset by a 3% increase in the average price per ton of coal consumed. Purchased power expense decreased $.1 million (1%) due to an increase in demand costs ($1.3 million) offset by a decrease in kilowatt-hour purchases ($1.4 million). The decrease in kilowatt-hour purchases is due to the previously mentioned decline in kilowatt-hour sales. Other operating expenses increased $4.1 million (15%) due to increased generating plant operations expenses (primarily attributable to costs associated with environmental compliance), advertising and marketing program expenses and timing of administrative and general expenditures. Maintenance expense increased $.3 million (2%) due to an increase in production maintenance resulting from the timing of scheduled maintenance at KU's generating stations. This increase was substantially offset by a decrease in distribution maintenance in 1995. Extensive ice storm damage in the first quarter of 1994 increased distribution maintenance in that period. Depreciation expense increased $2.6 million (16%) resulting from the Ghent Unit 1 scrubber and two combustion turbine peaking -9- KU ENERGY CORPORATION AND SUBSIDIARIES MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS units being placed into service late in 1994 and early 1995. Interest and other charges increased $1.5 million (17%) reflecting the issuance of additional short-term debt (commercial paper) during 1995 as well as the issuance of $54 million of long-term debt in the fourth quarter of 1994. The average amount of short-term debt outstanding during the first quarter of 1995 was substantially greater than in the first quarter of 1994. ENVIRONMENTAL COST RECOVERY In July 1994, the PSC approved KU's January 1994 application to implement an environmental surcharge. The surcharge, authorized by a Kentucky statute enacted in 1992, is designed to recover certain operating and capital costs related to compliance with federal, state or local environmental requirements associated with the production of energy from coal, including the 1990 Clean Air Act Amendments. KU's environmental surcharge was implemented in August 1994. KU estimates that it has resulted in an average increase of about 4% in a customer's monthly bill, leaving KU's rates very competitive. The constitutionality of the surcharge is being challenged in the Franklin County (Kentucky) Circuit Court. Management believes that the surcharge statute is constitutional and the PSC approval of July 1994 will be upheld. UTILITY ISSUES - COMPETITION In March 1995, the Federal Energy Regulatory Commission -10- KU ENERGY CORPORATION AND SUBSIDIARIES MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (FERC) issued a Notice of Proposed Rulemaking (NOPR) by which the FERC will require public utilities that own or control facilities used for the transmission of electric energy in interstate commerce to offer "open access" transmission service on a nondiscriminatory basis. The FERC also proposes to allow, in certain circumstances, the collection of charges for the recovery of stranded costs when customers change power suppliers. KU filed a Transmission Services (TS) Tariff and Power Services (PS) Tariff on September 30, 1994 (Refer to Management's Discussion and Analysis in the 1994 Annual Report to Shareholders under the heading "Utility Issues - Competition" for a discussion of the TS Tariff and PS Tariff filed by KU). KU revised the TS Tariff in a filing made on March 31, 1995 with the FERC. KU will comply with any requirements mandated by the FERC's final rules. Although KU does not expect either of these new tariffs to have a material impact on its 1995 revenues or income, they are indicative of the increasingly competitive environment in which KU and other utilities operate. -11- PART II. OTHER INFORMATION KU ENERGY CORPORATION AND SUBSIDIARIES ITEM 1. LEGAL PROCEEDINGS ENVIRONMENTAL COST RECOVERY By order of July 19, 1994, the Kentucky Public Service Commission (PSC) approved KU's plan for environmental surcharge adjustments to customer billings beginning in August 1994. The surcharge, authorized by a Kentucky statute enacted in 1992, is designed to recover certain ongoing operating and capital costs, not already included in existing rates, related to compliance with federal, state or local environmental requirements associated with the production of energy from coal, including the 1990 Clean Air Act Amendments. Surcharge billings are subject to periodic PSC review to confirm the level of environmental expenditures and to reconcile previous surcharge billings with actual costs. On September 9, 1994, the Attorney General of the Commonwealth of Kentucky (Attorney General) filed an action in the Franklin County (KY) Circuit Court challenging the constitutionality of the Kentucky surcharge statute and seeking to vacate the PSC order of July 19, 1994 on the ground, among others, that the environmental surcharge approved by the PSC will deprive KU's customers of their property without due process of law. The Attorney General has been joined by interveners asserting similar claims on behalf of ratepayer groups. In December 1994, the Circuit Court denied a motion by the Attorney General and two -12- interveners seeking to have surcharge collections deposited with the court pending the outcome of the litigation. Management believes that the surcharge statute is constitutional and that the PSC order of July 19, 1994 approving the surcharge will be upheld. In the remote occurrence that the statute is declared unconstitutional, amounts collected pursuant to the PSC order may be subject to refund. FUEL MATTERS A former coal supplier of KU has initiated arbitration proceedings to recover approximately $536,000 in on-going reclamation costs claimed to have been incurred during mining operations at the supplier's mine used to supply KU under a contract that expired in 1988. In addition, the supplier has submitted invoices for approximately $1,324,000 representing what it claims are final reclamation costs incurred during 1994. The supplier has stated that invoices for final reclamation costs will be submitted every six months over the five years estimated by the supplier for completion of final reclamation, which began in 1994. The supplier has not sought arbitration or otherwise initiated proceedings with respect to the claims for final reclamation nor has it produced any original cost data in support of its claims for final reclamation. Management intends to contest vigorously the claims for on-going and final reclamation. Although the total amount of the claims is unknown at this time, KU believes that this matter will not have a material adverse effect on KU's financial position or its results of operation. KU will seek to recover any amounts ultimately paid through the Fuel Adjustment Clause. -13- ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. The following exhibit is filed as part of this report: Exhibit Number Description 27 Financial Data Schedule (required for electronic filing only in accordance with Item 601(c)(1) of Regulation S-K.) (b) Reports on Form 8-K. None. -14- KU ENERGY CORPORATION AND SUBSIDIARIES SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. KU ENERGY CORPORATION (Registrant) Date May 8, 1995 /s/ John T. Newton John T. Newton Chairman of the Board and Chief Executive Officer Date May 8, 1995 /s/ Michael D. Robinson Michael D. Robinson Controller -15-