UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
Form U5S
ANNUAL REPORT
For the year ended December 31, 2003
Filed pursuant to the Public Utility Holding Company Act of 1935
E.ON AG E.ON UK Ltd.
E.ON US Holding GmbH Powergen Ltd.
E.ON UK Holding GmbH 53 New Broad Street
E.ON-Platz 1 London EC2M 1SL
40479 Dusseldorf United Kingdom
Germany
E.ON US Investments Corp. LG&E Energy LLC
220 West Main Street 220 West Main Street
Louisville, Kentucky 40202 Louisville, Kentucky 40202
----------------------------------------------------------------
(Name and address of each registered holding company in the system)
Table of Contents
Item 1. System Companies and Investments Therein as of December 31, 2003.....1
Item 2. Acquisitions or Sales of Utility Assets..............................2
Item 3. Issue, Sale, Pledge, Guarantee or Assumption of System Securities....4
Item 4. Acquisition, Redemption or Retirement of System Securities...........4
Item 5. Investments in Securities of Nonsystem Companies.....................5
Item 6. Officers and Directors...............................................6
Item 7. Contributions and Public Relations...................................9
Item 8. Service, Sales and Construction Contracts............................9
Item 9. Wholesale Generators and Foreign Utility Companies..................10
Item 10. Financial Statements and Exhibits...................................14
SIGNATURE.....................................................................20
Item 1. System Companies and Investments Therein as of December 31, 2003
The schedules listed below and included in Exhibit F, respond to Item 1:
Exhibit F, Schedule 1 (a): A table listing E.ON AG ("E.ON") and its
subsidiary companies (except for LG&E Energy LLC and its subsidiary companies
(the "LG&E Energy Group"), which are shown on a separate schedule). The table
indicates the number of common shares owned, investment in other equity
securities, in secured debt and in unsecured debt, if any, and percentage of
voting power. The table also denotes the position of the company within the E.ON
group of companies.
An expanded version of Exhibit F, Schedule 1 (a), denoted Exhibit F,
Schedule 1 (b), is provided under a request for confidential treatment in a
format that indicates additional information about the issuer's book value and
the owner's book value.
Exhibit F, Schedule 1 (c): A table listing the LG&E Energy Group companies.
Exhibit F, Schedule 1 (d): A table listing the subsidiary companies that
left the E.ON Group during the reporting period, by merger, sale or liquidation.
Exhibit F, Schedule 1 (e): A table listing the subsidiary companies that
were added to the E.ON Group during the reporting period.
Exhibit F, Schedule 1 (f): A table listing the E.ON Group companies that
had their names changed during the reporting period.
Item 2. Acquisitions or Sales of Utility Assets
Kentucky Utilities Company and Louisville Gas and Electric Company neither
sold nor acquired operating units or systems exceeding $1 million in 2003.
However, the utilities made the following additions to existing plant in service
in excess of $1 million.
Kentucky Utilities Company
PLANT IN SERVICE EXCEEDING $1 Million
PROJECT
NUMBER PROJECT NAME LOCATION AMOUNT
113736 Trimble County CT Substation Trimble County 3,597,504.78
107104 Lexington Street Light Program Lexington 2,941,806.45
109128 Ghent 345 KV Substation Ghent 2,651,094.52
112642 Ghent 345/138KV Transformer Ghent 2,093,666.35
113422 KRB Graphic User Interface Lexington 1,814,895.40
25377 West Cliff 138-69 KV Transformer West Cliff 1,575,087.19
110445 Ghent Unit 4 Turbine Buckets Ghent 1,557,532.40
109441 Brown CT 11 Turbine Blades Brown 1,136,445.00
114155 Green River 3 Generator Rewind Green River 1,104,882.70
TOTAL PLANT IN SERVICE EXCEEDING $1 MILLION $18,472,914.79
CONSTRUCTION WORK IN PROCESS
107198 KU N0X Compliance Power Plants 171,583,568.46
115466 TC CT7 KU Trimble County 29,633,821.25
115468 TC CT8 KU Trimble County 29,600,836.74
115470 TC CT9 KU Trimble County 29,598,745.15
115472 TC CT10 KU Trimble County 29,597,425.24
110450 Ghent Ash Pond Phase 2 Ghent 15,964,476.72
116802 Gemini Project - KU Lexington 9,634,464.84
115474 TC CT Sub KU Trimble County 3,867,294.52
113727 TC 5 CT KU Trimble County 1,616,457.46
114621 GR4 Stator Rewind Green River 1,569,222.60
112973 BR2 Turbine Controls Brown 1,195,259.18
TOTAL CWIP EXCEEDING $1 MILLION $323,861,572.16
TOTAL KU ADDITIONS EXCEEDING $1 MILLION $342,334,486.95
===============
Louisville Gas and Electric Company
PLANT IN SERVICE EXCEEDING $1 MILLION
NUMBER DESCRIPTION LOCATION AMOUNT
110617 Mill Creek Unit 4 Wet Stack Conversion Mill Creek 6,490,936.01
2
113421 SEIBEL Graphic User Interface Broadway Office Complex 2,220,293.60
111333 Trimble County Unit 1 Boiler Reheater Trimble County 2,056,100.50
108695 Cane Run Carbide Lime Mixing Facility Cane Run 1,844,008.90
115202 Brown CT 7 Vane Brown 1,816,252.43
112456 Mill Creek Unit 4 Partial Reheater Mill Creek 1,729,803.20
111353 Gemini - IT integrated solution software Louisville 1,714,392.00
108256 Cane Run Unit 6 GSU Transformer Cane Run 1,598,209.60
113948 Spare 345/138 KV 450 MVA System Auto Transformer Cane Run 1,534,407.30
113734 Trimble County CT Substation Construction Trimble County 1,473,987.28
114378 Cane Run Unit 6 Low Pressure Turbine Blade Cane Run 1,459,391.50
111325 Trimble County Unit 1 Low Pressure Buckets Trimble County 1,336,288.80
112700 Mill Creek Limestone Storage Tank Mill Creek 1,289,646.50
112703 Mill Creek Clearwell Water System Upgrade Mill Creek 1,197,310.00
113429 Mill Creek Bull Dozer Mill Creek 1,153,672.00
113924 Mill Creek Bull Dozer Mill Creek 1,131,486.00
111330 Trimble County SDRS Duct Trimble County 1,086,833.00
112506 National Turnpike Gas Main Louisville 1,085,901.32
114571 Cane Run Unit 6 Generator Rotor Rewind Cane Run 1,077,503.00
TOTAL PLANT IN SERVICE EXCEEDING $1 MILLION $33,296,422.94
CONSTRUCTION WORK IN PROCESS
107182 LGE NOX Compliance Power plants 141,805,696.47
115465 TC CT7 Trimble County 17,341,983.37
115467 TC CT8 Trimble County 17,306,681.99
115469 TC CT9 Trimble County 17,300,440.64
115471 TC CT10 Trimble County 17,300,273.73
111353 Gemini Project - LGE Louisville 8,693,940.18
110613 MC1 Wet Stack Conversion Mill Creek 6,760,309.51
110616 MC3 Wet Stack Conversion Mill Creek 4,949,925.22
114682 Ohio Falls - Redevelopment Ph. 2 Ohio Falls 4,344,889.98
101338 Ohio Falls - Redevelopment Ohio Falls 2,945,939.04
116591 CR5 Pulverizer Replacement Cane Run 2,481,314.01
115473 TC CT SUB LGE Trimble County 2,297,813.97
108835 Repl. Middletown 138/69 KV
Transf. 1 & 2 Middletown 2,291,749.96
116051 MC3 FGD Wet Stack Outlet Ductwork Mill Creek 2,064,363.27
113311 Worthington Substation Worthington 2,001,113.50
114665 MC2 Cooling Tower Pipe Repl. Mill Creek 1,818,983.38
113437 MC2 Reheater Replacement Mill Creek 1,622,699.69
114687 CR5 Precipitator Refurbishment Cane Run 1,373,042.62
100741 TC SDRS Duct Material Trimble County 1,302,676.64
113312 Worthington Sub - Line Work Worthington 1,296,664.21
LSMR414 Large Scale Main Repl. Louisville 1,263,289.67
115988 MC4 Superheater Mill Creek 1,216,930.62
3
114800 MC4 Controls Upgrade Ph.3 Mill Creek 1,158,764.77
112767 MC Ash Pond Expansion Mill Creek 1,005,123.01
TOTAL CWIP EXCEEDING $1 MILLION $261,944,609.45
TOTAL LG&E ADDITIONS EXCEEDING $1 MILLION $295,241,032.39
===============
Item 3. Issue, Sale, Pledge, Guarantee or Assumption of System Securities
The schedules listed below and included in Exhibit F, respond to Item 3:
Exhibit F, Schedule 3 (a): Issues of long-term loans dated as of January
1, 2003 - December 31, 2003.
Exhibit F, Schedule 3 (b): Short term loans as of June 30, 2003.
Exhibit F, Schedule 3 (c): Short term loans as of December 31, 2003.
Exhibit F, Schedule 3 (d): Cash current accounts as of June 30, 2003.
Exhibit F, Schedule 3 (e): Cash current accounts as of December 31, 2003.
Exhibit F, Schedule 3 (f): Guarantees.
Exhibit F, Schedule 3 (g): Issuance of equity.
Item 4. Acquisition, Redemption or Retirement of System Securities
Pursuant to shareholder resolutions approved at the annual general meeting
of shareholders held on April 30, 2003, E.ON's Board of Management is authorized
to buy back up to 10% of E.ON's outstanding share capital through October 30,
2004. As of December 31, 2003, E.ON held a total of 4,403,342 treasury shares
having a book value of EUR 256 million in the Consolidated Balance Sheet
(equivalent to 0.6 percent or EUR 11,448,689 of the capital stock). The number
of outstanding shares as of December 31, 2003 totaled 656,026,401. During 2003,
E.ON purchased 240,969 shares and sold 244,796 shares of treasury stock to
employees at preferential prices as part of E.ON's stock-based compensation
plan. An additional 31,570,257 shares of E.ON are held by its subsidiaries.
Following the VEBA-VIAG merger, these shares were held in non-consolidated
subsidiaries. Following some restructuring in September and October 2002, these
shares were held by fully consolidated subsidiaries and therefore qualified as
treasury shares according to German law. Treasury shares do not have voting
rights.
Based on information available to E.ON, the Free State of Bavaria
("Bavaria") reduced its stake in E.ON to below 5 percent as of July 16, 2001. As
a result of the increase of treasury shares in 2002, following the
restructuring, Bavaria's voting interest in E.ON would have
4
increased to above 5 percent again. However, E.ON has no information whether
Bavaria has sold any further shares since July 16, 2001.
The schedules listed below and included in Exhibit F, also respond to Item
4.
Exhibit F, Schedule 4 (a): Redemption of long-term loans dated as of
January 1, 2003 - December 31, 2003.
Exhibit F, Schedule 4 (b): Acquisition, retirement or redemption of
equity.
Item 5. Investments in Securities of Nonsystem Companies
E.ON is authorized to maintain equity investments to fund pension
liabilities and nuclear plant decommissioning by the Commission's June 14, 2002
order (Holding Co. Act Release No. 27539). Information with regard to this
portfolio of investments is provided below.
As of December 31, 2003, the E.ON Group had pension and nuclear
decommissioning liabilities of EUR 21,200,475,707 (USD 26,492,114,443) based on
actuarial calculations. The majority of the pension provisions and all nuclear
decommissioning liabilities are held by E.ON Energie. The market value of
portfolio investments held by E.ON Energie to fund such obligations as of
December 31, 2003 was EUR 8,114,324,268 (USD 10,139,659,605). This amount
represents 42 percent of E.ON Energie's liabilities. The assets held to fund the
liabilities were composed of 65 percent (EUR 5,048,110,525 (USD 6,308,118,912))
fixed income securities such as commercial paper, notes and bonds, and 38
percent (EUR 3,066,213,743 (USD 3,831,540,693)) common stocks as of December 31,
2003.
Investments by LG&E Energy LLC, Louisville Gas & Electric Company and
Kentucky Utilities Company in other non-system entities not included in category
one of Item 5 are described below:
Name of System Owner's
Company Name of Issuer Description of Number of % of Voting Nature of Book Value
Security Shares Power Business in thousands)
--------------- ---------------- ----------------- ---------- ----------- ----------- -------------
LG&E Energy LLC Goldman Sachs Money Market 100,000 <1% Money Market $100
Financial Square Mutual Fund Mutual Fund
Federal Fund
Louisville Gas
& Electric Ohio Valley Common Stock 4,900 4.9% Public $490
Company Electric Corp. Utility
("OVEC")
Kentucky OVEC Common Stock 2,500 2.5% Public $250
Utilities Utility
Company
A description of investments by Kentucky Utilities Company and Louisville
Gas & Electric Company in persons operating in their respective retail service
areas is included as Exhibit F, Schedule 5(a).
5
Item 6. Officers and Directors
Part I. Officers and Directors
The schedules listed below and included in Exhibit F, respond to Item 6,
Part I:
Exhibit F, Schedule 6 (a): E.ON Group officers and directors.
Exhibit F, Schedule 6 (b): Powergen Group officers and directors.
Exhibit F, Schedule 6 (c): LG&E Energy Group officers and directors.
Note: Exhibit F, Schedule 6(a) provides information about the officers and
directors of Degussa AG and Viterra AG. These are to-be-divested companies
and Degussa is now only 46.5 percent owned by E.ON. Although E.ON has
endeavored to provide complete information with regard to the officers and
directors of the subsidiaries of Degussa and Viterra, such information was
not available at the time this Annual Report was filed.
Part II. Financial Connections of Officers and Directors
------------------------------ --------------------------------- -------------------------- -----------------------
Name of Officer or Director Name and Location of Financial Position Held in Applicable Exemption
Institution Financial Institution Rule
------------------------------ --------------------------------- -------------------------- -----------------------
Dr. Wulf H. Bernotat Allianz AG Member, Supervisory Board Rule 70 no-action
request dated June
27, 2002
------------------------------ --------------------------------- -------------------------- -----------------------
Dr. Burckhard Bergmann Allianz Lebensversicherungs-AG Member, Supervisory Board Rule 70 no-action
request dated June
27, 2002
------------------------------ --------------------------------- -------------------------- -----------------------
Dr. Bernd Voss Dresdner Bank AG, Member, Supervisory Board Rule 70 no-action
Frankfurt/Main; Bankhaus Chairman, Supervisory request dated June
Reuschel & Co.; Board 27, 2002.
Allianz Lebensversicherungs-AG Member, Supervisory Board
------------------------------ --------------------------------- -------------------------- -----------------------
Dr. Erhard Schipporeit Commerzbank AG Member, Supervisory Board Rule 70 no-action
request dated June
27, 2002.
------------------------------ --------------------------------- -------------------------- -----------------------
Dr. Henning Schulte-Noelle Allianz AG Chairman, Supervisory Rule 70 no-action
Board request dated June
27, 2002.
------------------------------ --------------------------------- -------------------------- -----------------------
Dr. Karl-Hermann Baumann Deutsche Bank AG, Member, Supervisory Rule 70 no-action
Frankfurt/Main Board request dated June
27, 2002.
------------------------------ --------------------------------- -------------------------- -----------------------
Dr. Rolf-E. Breuer Deutsche Bank AG, Chairman, Supervisory Rule 70 no-action
Frankfurt/Main; Board request dated June
Deutsche Borse AG; Chairman, Supervisory 27, 2002.
Kreditanstalt fur Wiederaufbau; Board
Landwirtschaftliche Rentenbank Member, Supervisory Board
Member, Supervisory Board
------------------------------ --------------------------------- -------------------------- -----------------------
Dr. Hans Michael Gaul Allianz Versicherungs AG; Member, Supervisory Board Rule 70 no-action
DKV AG Member, Supervisory Board request dated June
27, 2002.
------------------------------ --------------------------------- -------------------------- -----------------------
6
------------------------------ --------------------------------- -------------------------- -----------------------
Kurt F. Viermetz Bayerische Hypo- und Member, Supervisory Board Rule 70 no-action
Vereinsbank AG; request dated June
ERGO Versicherungsgruppe AG Member, Supervisory Board 27, 2002.
------------------------------ --------------------------------- -------------------------- -----------------------
Margret Monig-Raane Deutsche Bank AG, Frankfurt/Main Member, Supervisory Board Rule 70 no-action
request dated June
27, 2002.
------------------------------ --------------------------------- -------------------------- -----------------------
Prof. Dr. Wilhelm Simson Bayerische Hypo- und Member, Supervisory Board Rule 70 no-action
Vereinsbank AG request dated June
27, 2002.
------------------------------ --------------------------------- -------------------------- -----------------------
Ulrich Hartmann IKB Deutsche Industriebank AG; Chairman, Supervisory Rule 70 no-action
Board request dated June
Deutsche Bank Member, Supervisory Board 27, 2002.
AG, Frankfurt/Main
Munchener Ruckversicherungs- Chairman, Supervisory
Gesellschaft AG Board
------------------------------ --------------------------------- -------------------------- -----------------------
Victor Staffeiri Mid-America Bancorp Director Rule 70.
------------------------------ --------------------------------- -------------------------- -----------------------
Dr. Gerhard Cromme BNP Paribas S.A.; Member, Supervisory Board Rule 70 no-action
Allianz AG Member, Supervisory Board request dated June
27, 2002.
------------------------------ --------------------------------- -------------------------- -----------------------
Prof. Dr. Ulrich Lehner Dresdner Bank Luxembourg S.A. Member, Supervisory Board Rule 70 no-action
request dated June
27, 2002.
------------------------------ --------------------------------- -------------------------- -----------------------
Ulrich Hocker Feri Finance AG, Bad Homburg; Member, Supervisory Board Rule 70 no-action
Gartmore Capital Strategy Fonds Member, Supervisory Board request dated June
27, 2002.
------------------------------ --------------------------------- -------------------------- -----------------------
Part. III. Certain Disclosures With Respect to Officers and Directors
Compensation
The total remuneration paid to members of E.ON Supervisory Board for 2003
was EUR 3.1 million. Of this total, EUR 0.6 million consisted of fixed
compensation (including compensation for duties performed at subsidiaries and
attendance fees) and EUR 2.5 million consisted of variable compensation.
Pursuant to E.ON's Articles of Association, members of the Supervisory Board
receive an annual fixed fee of EUR 10,000 and are reimbursed each fiscal year
for their meeting related expenses, including reimbursement for the value added
tax on their remuneration. Members of the Supervisory Board also receive an
annual variable fee of EUR 1,250 for each percentage point by which the dividend
paid to shareholders exceeds 4 percent of E.ON's capital stock. The Chairman of
the Supervisory Board receives three times the above-mentioned fees, the
Deputy-Chairman and every chairman of a Supervisory Board committee receives
double the above-mentioned fees, and each member of a Supervisory Board
committee receives one-and-a-half times the above-mentioned fees. In addition,
members of the Supervisory Board receive an attendance fee of EUR 1,000 per day
for meetings of the Supervisory Board or one of its committees. Members of the
Supervisory Board who serve less than the entire financial year owing to a
change in the Board's composition receive the above-mentioned fees on a
proportionate basis. There were no loans to members of the Supervisory Board in
the 2003 financial year.
7
In accordance with the recommendations of the German Corporate Governance
Code, the compensation of members of the Board of Management has both fixed and
variable components. The amount of compensation paid to a Board of Management
member is based on a number of criteria, in particular his or her areas of
responsibility, his or her personal performance and the performance of the Board
of Management as a whole, as well as E.ON's financial condition, profitability
and outlook compared with its peers. Currently, the compensation of the Board of
Management has the following three components: (i) fixed annual compensation;
(ii) an annual bonus, the amount of which is based on the achievement of
company-based and personal performance targets; and (iii) stock appreciation
rights ("SARs"). Fixed compensation is paid on a monthly basis and reviewed on a
regular basis to determine whether it conforms with industry practice and is
fair and reasonable.
The target amount of the annual bonus is set during an annual review
process. 80 percent of the target bonus consists of company-based performance
targets and 20 percent consists of personal performance targets. The
company-based performance targets reflect, in equal shares, operating
performance and return-on-capital performance. Individual targets relate to
members' area of responsibility, functions and projects. If a Board of
Management member meets 100 percent of his or her performance targets, the
member receives the contractually stipulated target bonus. The maximum possible
bonus that could be achieved is 200 percent of the target bonus. The fixed
annual compensation and the annual bonus also compensate Board of Management
members for services performed for E.ON Group companies.
E.ON has conducted a SAR program since 1999. The program is designed to
compensate Board of Management members and other key executives for their
contributions to increasing shareholder value as well as to promote E.ON's
long-term corporate growth. This variable compensation program, which combines
incentives for long-term growth with a risk component, serves to align the
interests of management and stockholders. The SAR plan is based on the
performance of E.ON's ordinary shares. E.ON granted approximately 2.5 million
SARs to 343 top-level executives worldwide in 2003, including members of the
Board of Management, as part of their compensation. From 2004, SARs granted
under this program will have a cap to limit the effect of extraordinary,
unanticipated market movements. The SAR program and the bonus system have a risk
component and, consequently, are not guaranteed compensation.
The total remuneration paid to members of E.ON's Board of Management in
2003 was EUR 17.4 million. Of this total, EUR 5 million consisted of fixed
compensation, including compensation for duties performed at subsidiaries as
well as monetary benefits and other compensation. Variable compensation of EUR
12.4 million consisted of the regular annual bonuses paid for 2003 and of
one-time performance-related payments that were made to certain members of the
Board of Management upon resolution of the Supervisory Board. No SARs were
exercised by the Board of Management in 2003. In early 2003, members of the
Board of Management received 461,511 SARs. These SARs were part of the fifth
tranche of the SAR plan. On December 31, 2003, the SARs of the fifth and the
second tranches had a hypothetical exercise value of EUR 9.63 and EUR 3.39,
respectively. The SARs of the third and the fourth tranches had a hypothetical
exercise value of zero, because the E.ON share price ended the year markedly
below the strike prices of the respective tranches.
8
Total payments to retired members of the Board of Management and their
beneficiaries were EUR 5.4 million. Provisions of EUR 83.6 million have been
provided for the pension obligations to retired members of the Board of
Management and their beneficiaries. There were no loans to members of the Board
of Management in the 2003 financial year.
E.ON has service agreements with the members of its Board of Management.
The service agreements of the members of the Board of Management do not contain
provisions for payments should a member's employment be terminated prior to
expiration of the agreement or not be extended by the Supervisory Board. In the
case where an agreement has not been extended, members of the Board of
Management shall receive retirement payments after their service agreements have
ended which are based on the length of their membership on the Board of
Management. Should a member's service agreement be terminated prior to
expiration or not be extended at the request of such member or for important
reason, no retirement payments shall be due, except for statutory claims, such
as mandatory pension benefits. In the special case of a change in control of
E.ON, members of the Board of Management shall receive a payment equal to a
maximum of five years' annual compensation.
Additional information is provided in the Annual Report of E.ON AG filed on
Form 20-F, SEC File No. 001-14688, at pp. 148-150 (filed March 25, 2004) and at
note 9 of the Notes to Consolidated Financial Statements.
Item 7. Contributions and Public Relations
None.
Item 8. Service, Sales and Construction Contracts
Part I. Contracts for Services or Goods Supplied by a System Company to Another
System Company
LG&E Energy Services reports on Form U-13-60 with regard to services
rendered (i) by members of the E.ON Group or the Powergen Group for the LG&E
Energy Group, (ii) by members of the LG&E Energy Group for the E.ON Group or the
Powergen Group, and (iii) by members of the LG&E Energy Group for one another,
in accordance with a supplemental reporting requirement in the Commission's June
14, 2002 order (Holding Co. Act Release No. 27539). With regard to transactions
involving companies in the E.ON Group exempt under Rule 58, the registrants
incorporate by reference E.ON's Quarterly Report on Form U-9C-3, for the period
ended December 31, 2003, SEC File No. 074-00060 (filed March 29, 2004).
Registrants have omitted information about service, sales and construction
contracts among subsidiaries of E.ON AG to the extent such transactions do not
involve any companies in the LG&E Energy Group.
Part II. Affiliate Contracts
Not applicable.
9
Part III. Persons Employed to Provide Management, Supervisory or Financial
Advisory Services
Not applicable.
Item 9. Wholesale Generators and Foreign Utility Companies
Part I. Information with Respect to EWGs and FUCOs
E.ON Energie
------------
E.ON Energie, a foreign utility company, located at Brienner Straae 40,
80333 Munchen, Germany, produces electricity at jointly and wholly owned power
plants. E.ON Energie is wholly owned by E.ON, which has an aggregate investment
in E.ON Energie of EUR 5.2 billion, consisting of 88 percent equity and 12
percent debt interests. E.ON Energie's ratio of debt to common equity is 81.1
percent. ABN Ambro has granted former Electriciteitsbedrijf Zuid-Holland,
Voorburg, Netherlands, now E.ON Benelux Generation, an E.ON Energie subsidiary,
an amount of EUR 43.1 million (maturity date: May 10, 2006) plus interest and
cost for which E.ON guarantees. The E.ON Energie group contributed 48.7 percent
of E.ON's revenues and its internal operating profit for the twelve months ended
December 31, 2003 was EUR 3.1 billion. Please see Item 8 for information
regarding any material service and goods contracts between E.ON Energie and
other companies in the E.ON Group (excluding FUCOs) during 2003.
E.ON Energie's core business consists of the ownership and operation of
power generation facilities and the transmission, distribution and sale of
electric power, gas and heat. Electricity is transmitted to purchasers by means
of high-voltage transmission lines and underground cables owned by E.ON Energie.
Its power generation facilities within Germany have a total installed capacity
of approximately 33,000 MW, E.ON Energie's attributable share of which is
approximately 25,100 MW (not including mothballed, shutdown and reduced power
plants). Its international power generation facilities have a total installed
capacity of approximately 18,400 MW, E.ON Energie's attributable share of which
is approximately 9,800 MW (not including mothballed, shutdown and reduced power
plants). E.ON Energie's power generation business division is subdivided into
three units according to the fuel used: (i) E.ON Kraftwerke GmbH owns and
operates the power stations using fossil fuel energy sources, as well as waste
incineration plants and renewable generation facilities, (ii) E.ON Kernkraft
GmbH owns and operates the nuclear power stations, and (iii) E.ON Wasserkraft
GmbH owns and operates the hydroelectric power plants.
The German power transmission grid of E.ON Energie is located in the German
states of Schleswig-Holstein, Lower Saxony, Mecklenburg-Western Pomerania,
Brandenburg, North Rhine-Westphalia, Saxony-Anhalt, Hesse, Thuringia and
Bavaria, and reaches from the Scandinavian border to the Alps. The grid has a
system length of over 42,000 km and a coverage area of nearly 200,000 km(2) and
is interconnected with the western European power grid with links to the
Netherlands, Austria, Denmark and Eastern Europe. The system is mainly, but not
completely, operated by E.ON Netz GmbH. The Baltic Cable links the grid of E.ON
Energie to Scandinavia and is one of the longest (250 km) direct current
submarine cables in the world,
10
currently transmitting approximately 372 MW to 456 MW of its maximum designed
capacity of 600 MW. Sydkraft AB, a majority-owned subsidiary of E.ON, currently
owns one-third of the cable, with the remaining two-thirds owned by the
Norwegian utility Statkraft SF.
E.ON Energie is the largest shareholder in Sydkraft, with a 55.2 percent
equity interest and a 56.6 percent voting interest. Sydkraft is active in the
generation, transmission, distribution and sale of electricity, and in the heat
and gas businesses as well. In 2003, it had a total installed generation
capacity of 7,737 MW and generated 24,338 million kWh of electricity, of which
about 57 percent was generated at nuclear power plants and about 37 percent at
hydroelectric plants. The remaining 6 percent was generated using gas turbines,
hard coal and oil. In January 2000, E.ON Energie acquired the Dutch power
producer, E.ON Benelux, which operates hard coal and natural gas power plants
for the supply of electricity and heat to bulk customers and utilities in the
Netherlands. In 2003, it had a total installed generation capacity of
approximately 1,780 MW, and generated 11 billion kWh of electricity.
A map of E.ON Energie's current supply area in Germany through its majority
shareholdings in regional electricity distribution companies appears in the
Annual Report of E.ON AG filed on Form 20-F, SEC File No. 001-14688, at p. 37
(filed March 25, 2004), and is hereby incorporated by reference.
Most of the distribution subsidiaries of E.ON Energie supply natural gas to
households, small businesses and industrial customers. In addition, during 2003,
E.ON Energie held an 86.6 percent interest in Thuga. At the end of the year,
E.ON Energie transferred 67.7 percent of Thuga to Ruhrgas, leaving it with an
18.9 percent interest. Thuga has primarily minority shareholdings in
approximately 100 regional and municipal electricity and gas utilities
throughout Germany. E.ON Energie's gas sales volume in Germany in 2003 amounted
to 113.8 billion kWh.
Additional information is provided in the Annual Report of E.ON AG filed on
Form 20-F, SEC File No. 001-14688, at pp. 24-53 (filed March 25, 2004).
Ruhrgas Holding GmbH
--------------------
E.ON completed its acquisition of all of the outstanding shares of Ruhrgas
Holding GmbH ("Ruhrgas") in March 2003 and has fully consolidated Ruhrgas'
results since February 2003. Ruhrgas, a foreign utility company, located at
Huttropstraae 60, 45138 Essen, Germany, is the largest gas business in Germany
in terms of gas sales, with 565.5 billion kWh of gas sold in the period from
February through December 2003. E.ON has an aggregate investment in Ruhrgas of
EUR 13.2 billion, consisting of 74 percent equity and 26 percent debt interests.
Ruhrgas' ratio of debt to common equity is 30 percent. For the period from
February through December 2003, Ruhrgas had revenues of EUR 12.1 billion (which
included EUR 2.5 billion in natural gas taxes that were remitted to the tax
authorities) and internal operating profit of EUR 1.1 billion. The Ruhrgas
division contributed 26.1 percent of E.ON's revenues in 2003. Ruhrgas had no
material service and goods contracts with other companies in the E.ON Group
(excluding FUCOs) during 2003.
11
A map of Ruhrgas' sales area in Germany appears in the Annual Report of
E.ON AG filed on Form 20-F, SEC File No. 001-14688, at p. 64 (filed March 25,
2004), and is hereby incorporated by reference.
Ruhrgas' principal business is the supply, transmission, storage and sale
of natural gas. It is active in gas transmission within Germany via a network of
approximately 11,000 km of gas pipelines. As of December 31, 2003, Ruhrgas owned
gas pipelines totaling 6,449 km and co-owned gas pipelines totaling 1,510 km
with other companies, in some of which Ruhrgas holds a stake through its
subsidiary Ruhrgas Energie Beteiligungs-AG ("RGE"). In addition, German project
companies in which Ruhrgas holds an interest owned gas pipelines totaling 3,274
km. On January 1, 2004, in fulfillment of one of the requirements of the
ministerial approval of E.ON's acquisition of Ruhrgas, Ruhrgas transferred its
gas transmission business to a new subsidiary, Ruhrgas Transport AG & Co. KG.
In addition to its natural gas supply, transmission system, storage and
sales businesses, Ruhrgas, through its subsidiary RGE, holds primarily minority
shareholdings in a number of gas distributors and energy utilities. In 2003,
RGE's portfolio of shareholdings included minority stakes in 19 domestic and 23
foreign companies. Additional information regarding RGE's German and
international shareholdings is available in the Annual Report of E.ON AG filed
on Form 20-F, SEC File No. 001-14688, at pp. 66-67 (filed March 25, 2004).
Ruhrgas also operates a number of underground gas storage facilities and
gas compressor stations in Germany. As of December 31, 2003, Ruhrgas owned or
co-owned 14 compressor stations. Project companies in which Ruhrgas holds an
interest owned an additional 18 compressor stations, with Ruhrgas acting as
operator for 12 of them under service contracts. Ruhrgas owned five storage
facilities, co-owned another two and leased capacity in three storage
facilities. Additional information regarding Ruhrgas' transmission system in
Germany, its compressor stations and Ruhrgas' share in project companies as of
December 31, 2003 is available in the Annual Report of E.ON AG filed on Form
20-F, SEC File No. 001-14688, at pp. 60-61 (filed March 25, 2004).
Through Ruhrgas AG and its subsidiaries, Ruhrgas is engaged in the purchase
of natural gas under long-term contracts with foreign and domestic producers.
Ruhrgas holds several stakes in German and other European gas transportation and
distribution companies, as well as a small shareholding in OAO Gazprom, Russia's
main natural gas exploration, production, transportation and marketing company.
Ruhrgas also has established U.K. and Norwegian exploration and production
subsidiaries in order to increase its involvement in these countries.
Interconnector, a U.K. project company in which Ruhrgas has a 10.0 percent
interest, owns the Interconnector pipeline, a 235 km undersea gas pipeline from
the United Kingdom to Belgium. Ruhrgas also owns a 3.0 percent interest in the
Swiss project company Transitgas AG, which owns the 294 km Transitgas pipeline,
the main gas pipeline running through Switzerland from Wallbach on the
Swiss-German border to Griespass at the Swiss-Italian border. To supplement its
supply as well as its sales business, Ruhrgas also engages in short-term gas
trading activities and purchases small volumes of coke oven gas.
Powergen Group Holdings Ltd.
----------------------------
12
Powergen Group Holdings Ltd. ("PGGH"), a foreign utility company, located
at 53 New Broad Street, London, EC2M 1SL, produces electricity at jointly and
wholly owned power plants. As of December 31, 2003, PGGH and its subsidiaries
owned or through joint ventures had an attributable interest in 9,614 MW of
generating capacity. Electricity is transmitted to purchasers by means of the
National Grid transmission network in the U.K. PGGH is wholly-owned by Powergen,
which has an aggregate investment in PGGH of GBP 3.6 billion, consisting of 100
percent equity and zero percent debt interests. PGGH's ratio of debt to common
equity is 0.74 percent. Powergen's U.K business operations contributed an
internal operating profit of EUR 452 million in 2003. Please see Item 8 for
information regarding any material service and goods contracts between PGGH and
other companies in the E.ON Group (excluding FUCOs) during 2003.
Through its subsidiaries, PGGH's operations include electricity generation,
distribution and retail, gas retail and shipping, energy trading, CHP and
renewable generation businesses. During 2003, PGGH and its subsidiaries served
approximately 8.7 million customer accounts, including approximately 5.8 million
electricity customer accounts, 2.7 million gas customer accounts, 0.1 million
telephone customer accounts and 0.1 million industrial and commercial
electricity and gas customer accounts. East Midlands Electricity Distribution
plc ("East Midlands"), an electricity distribution and supply company and
wholly-owned subsidiary of PGGH, owns, manages and operates an electricity
distribution network servicing the East Midlands areas of England. The East
Midlands distribution network served electricity to approximately 2.4 customers
as of the end of 2003.
Windpower Partners 1994, L.P.
-----------------------------
Windpower Partners 1994, L.P. ("Windpower 1994") had the following material
service contract with a company in the E.ON Group. Windpower 1994 entered into
an operating agreement with LG&E Power Services, LLC, an indirect subsidiary of
LG&E Capital Corp., in September 1996 for the operation, maintenance and
management of the power plants including the administration of Windpower 1994's
day-to-day operations. In 2003, Windpower 1994 incurred expenses of $878,260
related to this contract.
Westmoreland - LG&E Partners
----------------------------
Westmoreland - LG&E Partners ("ROVA") had the following material services
contracts with companies in the E.ON Group. ROVA entered into an operating
agreement with LG&E Power Services, LLC, an indirect subsidiary of LG&E Capital
Corp., for the operation, maintenance and management of the power plants
including the administration of ROVA's day-to-day operations. In 2003, ROVA
incurred expenses of $6,494,789 related to this contract. ROVA also has a
contract with LG&E Power Operations, an indirect subsidiary of LG&E Capital
Corp., for payment of venture management fees, financial management and
environmental services. In 2003, ROVA incurred expenses of $415,300 related to
this contract.
Gelsenberg GmbH & Co. KG
------------------------
Gelsenberg GmbH & Co. KG is a subsidiary of Ruhrgas Holding GmbH and
Gelsenberg Verwaltung GmbH, which are both wholly-owned subsidiaries of E.ON AG.
In 2003,
13
Gelsenberg sold its interest in Ruhrgas AG to its parent company, Ruhrgas
Holding. Gelsenberg continues to hold certain investments to fund pension
liabilities.
Other Foreign Utility Companies
-------------------------------
LG&E Capital Corp. ("LCC"), a wholly-owned subsidiary of LG&E Energy LLC,
owns interests in three Argentine gas distribution companies which provide
natural gas to approximately two million customers in Argentina through three
distributors: Gas Natural BAN S.A. ("BAN"), Distribuidora de Gas del Centro S.A.
("Centro") and Distribuidora de Gas Cuyana S.A. ("Cuyana"). LCC owns 19.6
percent of BAN, 45.9 percent of Centro and 14.4 percent of Cuyana. The gas
distribution operations in Argentina have been negatively affected by the recent
economic and political developments in Argentina. LCC also owns an interest in a
wind power generation facility in Tarifa, Spain.
Additional information about the EWGs and FUCOs held by LG&E Energy Group
is set forth in Exhibit F, Schedules 9(a) through 9(c).
Part II. Organizational Chart
Exhibit G is an organizational chart showing the relationship of the FUCOs
and EWGs in the E.ON Group to other E.ON Group companies.
Part III. Aggregate Investment in EWGs and FUCOs
As of December 31, 2003, E.ON had invested, directly and indirectly, in
FUCOs and EWGs (including equity, debt, guarantees and recourse debt of FUCOs
and EWGs), EUR 9.8 billion (USD 12.2 billion). The ratio of E.ON's aggregate EWG
and FUCO investment to E.ON aggregate investment in LG&E and KU (USD 6.1
billion) was 49 percent as of December 31, 2003.
Item 10. Financial Statements and Exhibits
FINANCIAL STATEMENTS
Exhibits FS- E.ON AG statement of income, statement of assets, statement of
1(a)-FS-1(d) liabilities and shareholders' equity, and statement of retained
earnings consolidating the E.ON Energie, Powergen, Ruhrgas,
Degussa, Viterra and Others subgroups, as of and for the year
ending December 31, 2003.
EXHIBITS
Exhibit A
14
o The Annual Report of E.ON AG on Form 20-F for the year ended December
31, 2003, SEC File No. 001-14688 (filed March 25, 2004), is hereby
incorporated by reference.
o The Annual Report of E.ON Energie for the year ended December 31, 2003
(filed under cover of Form SE).
o The Annual Report of Louisville Gas & Electric Co. on Form 10-K for
the year ended December 31, 2003, SEC File No. 001-02893 (filed March
30, 2004), is hereby incorporated by reference.
o The Annual Report of Kentucky Utilities Co. on Form 10-K for the year
ended December 31, 2003, SEC File No. 001-03464 (filed March 30,
2004), is hereby incorporated by reference.
Exhibit B
o English translation of the Articles of Association of E.ON AG as
amended to date are incorporated by reference to Exhibit 1.1 of E.ON's
Annual Report on Form 20-F, SEC File No. 001-14688 (filed March 25,
2004).
o The Bylaws of E.ON AG are incorporated by reference to Exhibit A-1 of
E.ON's Application on Form U-1, SEC File No. 70-9961 (filed June 11,
2002).
o Exhibits B-1(a) and B-1(b) are the unofficial English translations of
the Articles of Association of E.ON US Holding GmbH and the Articles
of Association of E.ON UK Holding GmbH, respectively.
o The Bylaws of E.ON US Holding GmbH and E.ON UK Holding GmbH are
incorporated by reference to Exhibit B of E.ON Registration Statement
on Form U5B, SEC File No. 030-00355 (filed September 27, 2002).
o Exhibits B-1(c) and B-1(d) are the Memorandum of Association of E.ON
UK Limited and the Articles of Association of E.ON UK Limited,
respectively.
o The following documents are incorporated by reference to Exhibit 3 of
the Annual Report of Louisville Gas & Electric Co. on Form 10-K for
the year ended December 31, 2003, SEC File No. 001-02893 (filed March
30, 2004).
3.02 Amendment to Articles of Incorporation of LG&E, dated February 6,
2004.
3.03 By-laws of LG&E, as amended through December 16, 2003.
15
o The following documents are incorporated by reference to Exhibit 3 of
the Annual Report of Kentucky Utilities Company on Form 10-K for the
year ended December 31, 2003, SEC File No. 001-03464 (filed March 30,
2004).
3.05 Amendment to Articles of Incorporation of KU, dated February 6,
2004.
3.06 By-laws of KU, as amended December 16, 2003.
o The Articles of Organization and Operating Agreement of LG&E Energy
LLC are incorporated by reference to Exhibits A-1 and A-2,
respectively, of E.ON's Application on Form U-1, SEC File No. 70-10176
(filed October 14, 2003).
o The Memorandum of Association of Powergen Limited and the Articles of
Association of Powergen Limited are hereby incorporated by reference
to Exhibits B-1(a) and B-1(b), respectively, of E.ON's Annual Report
on Form U5S, SEC File No. 030-00355 (filed June 30, 2003).
o The organizational documents of other subsidiaries will be provided to
the Commission upon request.
Exhibit C
o Indentures related to funded debt are incorporated by reference to
Exhibit C of E.ON's Registration Statement on Form U5B, SEC File No.
030-00355 (filed September 27, 2002).
o Indentures related to funded debt of Powergen and its subsidiaries are
incorporated by reference to Exhibits C1 through C-43 of the Annual
Report of Powergen plc on Form U5S, SEC File No. 030-00346 (filed May
1, 2002).
o LG&E Supplemental Indentures dated March 1, 2002, March 15, 2002, and
October 1, 2002, are incorporated by reference to Exhibits 4.39, 4.40
and 4.41 to the Annual Report on Form 10-K of LG&E, SEC File No.
001-02893, for the year ended December 31, 2002 (filed March 25,
2003).
o KU Supplemental Indentures dated May 1, 2002 and September 1, 2002,
are incorporated by reference to Exhibits 4.50 and 4.51 to the Annual
Report on Form 10-K of KU, SEC File No. 001-03464, for the year ended
December 31, 2002 (filed March 25, 2003). KU Supplemental Indenture
dated October 1, 2003 is incorporated by reference to Exhibit 4.22 to
the Annual Report on Form 10-K of KU, SEC File No. 001-03464, for the
year ended December 31, 2003 (filed March 30, 2004).
Exhibit D
16
o The tax allocation agreement by and among E.ON US Investments Corp.
and certain subsidiaries.
Exhibit E
o Supplemental information regarding tax-related transactions required
by Commission order dated June 14, 2002 (Holding Co. Act Release No.
27539).
Exhibit F
o Schedule 1(a): A table listing the E.ON Group companies (except for
the LG&E Energy Group).
o Schedule 1(b): A table listing the E.ON Group companies (except for
the LG&E Energy Group), and additional information about the issuer's
book value and the owner's book value (confidential treatment
requested).
o Schedule 1(c): A table listing the LG&E Energy Group companies.
o Schedule 1(d): A table listing the subsidiary companies that left the
E.ON Group during the reporting period, by merger, sale or
liquidation.
o Schedule 1 (e): A table listing the subsidiary companies that were
added to the E.ON Group during the reporting period.
o Schedule 1(f): A table listing the E.ON Group companies that had
their names changed during the reporting period.
o Schedule 3(a): Issues of long-term loans dated as of January 1, 2003
- December 31, 2003.
o Schedule 3(b): Short term loans as of June 30, 2003.
o Schedule 3(c): Short term loans as of December 31, 2003.
o Schedule 3(d): Cash current accounts as of June 30, 2003.
o Schedule 3(e): Cash current accounts as of December 31, 2003.
o Schedule 3(f): Guarantees.
o Schedule 3(g): Issuance of equity.
o Schedule 4(a): Redemption of long-term loans dated as of January 1,
2003 - December 31, 2003.
17
o Schedule 4(b): Acquisition, retirement or redemption of equity.
o Schedule 5(a): Investments in non-system entities (confidential
treatment requested).
o Schedule 6(a): E.ON Group officers and directors.
o Schedule 6(b): Powergen Group officers and directors.
o Schedule 6(c): LG&E Energy Group officers and directors.
o Schedule 9(a): LG&E Energy LLC Investments in EWGs and FUCOs:
descriptions of facilities and other background information.
o Schedule 9(b): LG&E Energy LLC Investments in EWGs and FUCOs: capital
invested (confidential treatment requested).
o Schedule 9(c): LG&E Energy LLC Investments in EWGs and FUCOs:
capitalization ratios and earnings information (confidential treatment
requested).
Exhibit G
o Organizational chart of the E.ON Group, including its FUCOs and EWGs.
Exhibit H
o Exhibit H-1: E.ON Energie AG - Annual Report for the year ended
December 31, 2003, including balance sheet, income statement and
analysis of operations is included herein under Exhibit A.
o Exhibit H-2(a): Powergen Group Holdings Ltd. - group consolidated
balance sheet, income statement, statement of cash flows as of and for
the year ended December 31, 2003 (confidential treatment requested).
o Exhibit H-2(b): Analytical reviews and conclusions drawn from the
audited balance sheets, income statements and statements of cash flow
for E.ON Energie, Ruhrgas Holding and Powergen Group Holdings Ltd. are
contained in the Annual Report of E.ON AG on Form 20-F for the year
ended December 31, 2003, SEC File No. 001-14688 (filed March 25,
2004), and are hereby incorporated by reference.
o Exhibit H-3: Ruhrgas Holding GmbH - Balance sheet and income
statement as of and for the year ended December 31, 2003 (confidential
treatment requested).
18
o Exhibit H-4: K.W. Tarifa, S.A. - statement of operations, balance
sheet and statement of cash flows as of and for the year ended
December 31, 2003 (confidential treatment requested).
o Exhibit H-5: Distribuidora de Gas del Centro S.A. - balance sheet,
income statement, statement of cash flows as of and for the year ended
December 31, 2003 (confidential treatment requested).
o Exhibit H-6: Distribuidora de Gas Cuyana S.A. - balance sheet, income
statement, statement of cash flows as of and for the year ended
December 31, 2003 (confidential treatment requested).
o Exhibit H-7: Gas Natural BAN S.A. - balance sheet, income statement,
statement of cash flows as of and for the year ended December 31, 2003
(confidential treatment requested).
o Exhibit H-8: Westmoreland - LG&E Partners (ROVA) - balance sheets,
statements of income and comprehensive income, and statements of cash
flows as of and for the year ended December 31, 2003 and December 31,
2002 (confidential treatment requested).
o Exhibit H-9: Western Kentucky Energy Corp. - balance sheet, income
statement and statement of cash flows as of and for the year ended
December 31, 2003 (confidential treatment requested).
o Exhibit H-10: Electric Energy Inc. - comparative balance sheets,
statements of retained earnings, and income statements as of and for
the years ended December 31, 2003 and December 31, 2002 (confidential
treatment requested).
o Exhibit H-11: Windpower Partners 1994, L.P. - balance sheet,
statement of partners' equity, statement of cash flows and budget
versus actual analysis as of and for the twelve months ending December
31, 2003 (confidential treatment requested).
o Exhibit H-12: Gelsenberg GmbH & Co. KG - balance sheet and income
statement as of and for the year ended December 31, 2003.
19
SIGNATURE
Each undersigned system company has duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly authorized pursuant to
the requirements of the Public Utility Holding Company Act of 1935. The
signature of each undersigned company shall be deemed to relate only to matters
having reference to such company or its subsidiaries.
E.ON AG
By: /s/ Karl-Heinz Feldman By: /s/ Michael C. Wilhelm
---------------------------- ---------------------------
Name: Karl-Heinz Feldmann Name: Michael C. Wilhelm
Title: General Counsel and Title: Senior Vice President and
Senior Vice President Accountant
Date: June 24, 2004 Date: June 24, 2004
E.ON US Holding GmbH E.ON UK Ltd
By: /s/ Heinrich Montag By: /s/ Deborah Gandley
------------------------- ------------------------
Name: Heinrich Montag Name: Deborah Gandley
Title: Executive Director Title: Company Secretary
Date: June 24, 2004 Date: June 28, 2004
E.ON UK Holding GmbH Powergen Ltd
By: /s/ Hans Gisbert Ulmke By: /s/ Fiona Stark
------------------------- ---------------------
Name: Hans Gisbert Ulmke Name: Fiona Stark
Title: Executive Director Title: Company Secretary
Date: June 24, 2004 Date: June 28, 2004
E.ON US Investments Corp. LG&E Energy LLC
By: /s/ S. Bradford Rives By: /s/ S. Bradford Rives
---------------------------- ----------------------
Name: S. Bradford Rives Name: S. Bradford Rives
Title: Chief Financial Officer Title: Chief Financial Officer
Date: June 28, 2004 Date: June 28, 2004
20