UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form U5S
ANNUAL REPORT
For the year ended December 31, 2004
Filed pursuant to the Public Utility Holding Company Act of 1935
E.ON AG E.ON US Investments Corp.
E.ON US Holding GmbH LG&E Energy LLC
E.ON-Platz 1 220 West Main Street
40479 Dusseldorf Louisville, Kentucky 40202
Germany
________________________________________________________________
(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, 2004....1
Item 2. Acquisitions or Sales of Utility Assets.............................2
Item 3. Issue, Sale, Pledge, Guarantee or Assumption of System Securities...3
Item 4. Acquisition, Redemption or Retirement of System Securities..........3
Item 5. Investments in Securities of Nonsystem Companies....................4
Item 6. Officers and Directors..............................................5
Item 7. Contributions and Public Relations..................................8
Item 8. Service, Sales and Construction Contracts...........................8
Item 9. Wholesale Generators and Foreign Utility Companies..................9
Item 10. Financial Statements and Exhibits..................................16
SIGNATURE.....................................................................22
Item 1. System Companies and Investments Therein as of December 31, 2004
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. 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 organization and business of
E.ON 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.
1
Item 2. Acquisitions or Sales of Utility Assets
Kentucky Utilities Company ("KU") and Louisville Gas and Electric Company
("LG&E") neither sold nor acquired operating units or systems exceeding USD 1
million in 2004. However, the utilities transferred the following additions,
which are in excess of USD 1 million, from Construction Work In Progress to
existing plant in service.
Kentucky Utilities Company
--------------------------
PLANT IN SERVICE EXCEEDING USD 1 Million
PROJECT
NUMBER PROJECT NAME LOCATION AMOUNT
107198 KU NOX Compliance Power Plants USD 205,022,984.49
115470 TC CT9 KU Trimble County USD 31,926,296.58
115472 TC CT10 KU Trimble County USD 31,892,335.23
115466 TC CT7 KU Trimble County USD 31,673,170.12
115468 TC CT8 KU Trimble County USD 31,549,717.24
110450 Ghent Ash Pond Phase 2 Ghent USD 16,148,295.19
116802 Gemini Project KU Lexington USD 10,218,497.00
115474 TC CT Sub KU Trimble County USD 4,391,636.48
114621 GR4 Generator Stator Review Green River USD 1,571,425.58
112973 BR2 Turbine Controls Brown USD 1,183,824.62
114009 Distribution Operations Hardware Infrastructure Lexington USD 1,000,559.34
TOTAL ADDITIONS TO PLANT IN SERVICE EXCEEDING USD 1
MILLION USD 366,578,741.87
Louisville Gas and Electric Company
-----------------------------------
PLANT IN SERVICE EXCEEDING USD 1 MILLION
PROJECT
NUMBER PROJECT NAME LOCATION AMOUNT
107182 LGE NOX Compliance Power Plants USD 144,574,773.32
115469 TC CT9 LGE Trimble County USD 18,656,367.06
115471 TC CT10 LGE Trimble County USD 18,602,731.04
115465 TC CT7 LGE Trimble County USD 18,539,546.62
115467 TC CT8 LGE Trimble County USD 18,443,715.26
111353 Gemini Project - LGE Louisville USD 6,785,750.00
110613 MC1 Wet Stack Conversion Mill Creek USD 6,772,852.20
110616 MC3 Wet Stack Conversion Mill Creek USD 6,192,799.01
116591 CR5 Pulverizer Replacement Cane Run USD 6,189,048.67
116051 MC3 FGD Wet Stack Outlet Ductwork Mill Creek USD 5,742,813.46
114682 Ohio Falls Redevelopment Ph. 2 Ohio Falls USD 4,352,414.02
114687 CR5 Precipitator Replacement Cane Run USD 4,213,677.69
101338 Ohio Falls Redevelopment Ph. 1 Ohio Falls USD 2,945,939.04
115473 TC CT Substation LGE Trimble County USD 2,665,567.75
LSMR414 Large Scale Main Replacement Louisville USD 2,288,509.78
2
116046 MC3 'A' Precipitator Upgrade Mill Creek USD 2,144,385.99
114665 MC2 Cooling Tower Piping Repl. Mill Creek USD 1,818,983.38
116054 MC3 FGD Inlet Ductwork Mill Creek USD 1,750,837.12
115992 MC3 Reheat Partial Pendant Repl. Mill Creek USD 1,689,224.21
113437 MC2 Reheater Repl. Mill Creek USD 1,622,699,69
100741 TC SDRS Duct Material Trimble County USD 1,302,676.64
115988 MC4 Superheater Mill Creek USD 1,226,582.58
114800 MC4 Controls Upgrade Ph. 3 Mill Creek USD 1,167,004.76
TOTAL ADDITIONS TO PLANT IN SERVICE
EXCEEDING USD 1 MILLION USD 279,688,899.29
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, 2004 - December 31, 2004.
Exhibit F, Schedule 3 (b): Short term loans as of June 30, 2004.
Exhibit F, Schedule 3 (c): Short term loans as of December 31, 2004.
Exhibit F, Schedule 3 (d): Cash current accounts as of June 30, 2004.
Exhibit F, Schedule 3 (e): Cash current accounts as of December 31, 2004.
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 28, 2004, E.ON's Board of Management is authorized
to buy back up to 10% of E.ON's outstanding share capital through October 28,
2005. As of December 31, 2004, E.ON held a total of 4,374,403 treasury shares
having a book value of EUR 256 million in E.ON's consolidated balance sheet
(equivalent to 0.6 percent or EUR 11,373,448 of the capital stock). The number
of outstanding shares as of December 31, 2004 totaled 659,153,403. During 2004,
E.ON purchased 212,135 shares on the open market and distributed 240,754 shares
to employees at preferential prices as part of E.ON's stock-based compensation
plan and 320 shares as compensation for the shareholders of Gelsenberg AG. An
additional 28,472,194 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,
3
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.
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, 2004 - December 31, 2004.
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, 2004, the E.ON Group had pension and nuclear
decommissioning liabilities of EUR 22,070,326,615 (USD 29,878,808,171)\1 based
on actuarial calculations. The majority of pension provisions and almost 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, 2004 was EUR 8,918,684,015 (USD 12,074,114,419). This amount
represents 47 percent of E.ON Energie's pension and nuclear decommissioning
liabilities. The assets held to fund the liabilities were composed of 64 percent
(EUR 5,693,348,542 (USD 7,707,655,256)) fixed income securities such as
commercial paper, notes and bonds, of 35% percent (EUR 3,097,584,828 (USD
4,193,510,340)) common stocks and of 1% (EUR 127,750,645 (USD 172,948,823)) real
estate investments as of December 31, 2004.
LG&E Energy LLC and its subsidiary companies (the "LG&E Energy Group") hold
certain investments in persons (such as local industrial development
authorities) operating in the retail service areas of LG&E and KU. At December
31, 2004, KU carried such investments at an aggregate value of $500,214.99 in a
total of 5 investee persons. The LG&E Energy Group, including LG&E and KU may
have a non-substantial quantity of other such investments which are carried at
no or immaterial values on their books due to uncertainty or unreliability as to
the information regarding such investments.
Investments by LG&E Energy LLC, LG&E and KU in other non-system entities
not included in category one of Item 5 are described below:
---------------------
1 Unless otherwise noted, amounts expressed in United States dollars ("USD") are
unaudited and have been translated for the convenience of the reader at an
exchange rate of USD 1.3538 = EUR 1.00, the Noon Buying Rate of the Federal
Reserve Bank of New York on December 31, 2004.
4
Name of Owner's
System Name of Issuer Description of Number of % of Voting Nature of Book Value
Company Security Shares Power Business (in thousands)
--------------- ---------------- ------------------ ----------- ------------- ------------- -------------
LG&E Goldman Sachs Money Market 100,000 <1% Money Market USD 100
Energy LLC Financial Square Mutual Fund Mutual Fund
Federal Fund
Louisville
Gas & Ohio Valley Common Stock 4,900 4.9% Public USD 490
Electric Electric Corp. Utility
Company ("OVEC")
Kentucky OVEC Common Stock 2,500 2.5% Public USD 250
Utilities Utility
Company
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.
Part II. Financial Connections of Officers and Directors
------------------------------ --------------------------------- -------------------------- -----------------------
Name of Officer or Director Name of Financial Institution Position Held in Applicable Exemption
Financial Institution Rule
------------------------------ --------------------------------- -------------------------- -----------------------
Ulrich Hartmann Deutsche Bank AG Member, Supervisory Board Rule 70 no-action
Chairman request dated June
IKB Deutsche Industriebank AG Member, Supervisory Board 27, 2002.
Munchener Ruckversicherungs-
Gesellschaft AG
------------------------------ --------------------------------- -------------------------- -----------------------
Dr. Karl-Hermann Baumann Deutsche Bank AG Member, Supervisory Board Rule 70 no-action
request dated June
27, 2002.
------------------------------ --------------------------------- -------------------------- -----------------------
Dr. Rolf-E. Breuer Deutsche Borse AG Chairman Rule 70 no-action
Landwirtschaftliche Rentenbank; Member, Supervisory Board request dated June
Kreditanstalt fur Wiederaufbau Member, Supervisory Board 27, 2002.
------------------------------ --------------------------------- -------------------------- -----------------------
Dr. Gerhard Cromme Allianz AG; Member, Supervisory Board Rule 70 no-action
Member, Supervisory Board request dated June
BNP Paribas S.A. 27, 2002.
------------------------------ --------------------------------- -------------------------- -----------------------
Ulrich Hocker Feri Finance AG; Member, Supervisory Board Rule 70 no-action
request dated June
Gartmore Capital Strategy Fonds 27, 2002.
------------------------------ --------------------------------- -------------------------- -----------------------
5
------------------------------ --------------------------------- -------------------------- -----------------------
Dr. Henning Schulte-Noelle Allianz AG Chairman, Supervisory Rule 70 no-action
Board 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.
------------------------------ --------------------------------- -------------------------- -----------------------
Dr. Burckhard Bergmann Allianz Lebensversicherungs-AG Member, Supervisory Board Rule 70 no-action
request dated June
27, 2002.
------------------------------ --------------------------------- -------------------------- -----------------------
Dr. Hans Michael Gaul Allianz Versicherungs-AG; Member, Supervisory Board Rule 70 no-action
request dated June
27, 2002.
------------------------------ --------------------------------- -------------------------- -----------------------
Dr. Erhard Schipporeit Commerzbank AG Member, Supervisory Board Rule 70 no-action
request dated June
27, 2002.
------------------------------ --------------------------------- -------------------------- -----------------------
Dr. Wulf Bernotat Allianz AG CEO Rule 70 no-action
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's Supervisory Board for 2004
was EUR 3.3 million. Of this total, EUR 265,000 consisted of fixed compensation
(including compensation for duties performed at subsidiaries and attendance
fees) and EUR 2.86 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 and are
reimbursed each fiscal year for their meeting-related expenses. 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 2004 financial year.
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. E.ON believes that all of these components, individually
and in the aggregate, are fair and reasonable. 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
6
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. For 2004, 80 percent of the target bonus consists of company-based
performance targets and 20 percent consists of personal performance targets.
From January 2005, the percentages are 70 percent and 30 percent, respectively.
The company-based performance targets reflect, in equal shares, operating
performance (as measured by adjusted EBIT) 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 program contains performance
targets and comparative parameters. Under the terms of the SAR program, these
performance targets and comparative parameters are not subject to subsequent
alteration. In addition, from 2004 SARs granted under this program incorporate a
cap mechanism to limit the effect of extraordinary, unanticipated market
movements in E.ON's stock price. 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
2004 was EUR 13.8 million, which included fixed and variable compensation as
well as gains from exercising SARs. Of this total, EUR 4.155 million consisted
of fixed compensation, including compensation for duties performed at
subsidiaries as well as monetary benefits and other compensation. Variable
compensation of EUR 8.8 million consisted of the regular annual bonuses paid for
2004. In early 2004, members of the Board of Management received a total of
402,541 SARs. These SARs were part of the sixth tranche of the SAR plan. As of
December 31, 2004, the SARs of the various tranches had hypothetical exercise
values between EUR 4.11 and EUR 24.95 per SAR.
Total payments to retired members of the Board of Management and their
beneficiaries were EUR 6.1 million in 2004. EUR 0.8 million of this amount
relates to the exercise of SARs. Provisions of EUR 83.5 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 2004 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
7
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. 174-178 (filed March 10, 2005) and at
note 9 of the Notes to Consolidated Financial Statements.
Information with respect to the officers and directors of LG&E and KU is
incorporated by reference to Exhibit 99.02 of LG&E and KU's Annual Report on
Form 10-K for the year ended December 31, 2004 (SEC File No. 001-03464) filed
March 30, 2005.
Item 7. Contributions and Public Relations
Not applicable.
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). See E.ON's Annual Report on
Form U-13-60, SEC File No. 074-00060 (filed April 29, 2005) 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 periods ended March 31, 2004, June 30, 2004, September 30, 2004 and December
31, 2004, SEC File No. 074-00060 (filed May 27, 2004, August 26, 2004, November
24, 2004 and March 30, 2005).
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.
Part III. Persons Employed to Provide Management, Supervisory or Financial
Advisory Services
8
Not applicable.
Item 9. Wholesale Generators and Foreign Utility Companies
Part I. Information with Respect to EWGs and FUCOs
E.ON Energie AG
---------------
E.ON Energie AG ("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 a wholly owned direct subsidiary of
E.ON, which has an aggregate investment in E.ON Energie of EUR (4.6) billion,
consisting of EUR 4.6 billion equity and EUR (9.2) billion debt. E.ON Energie's
ratio of debt to common equity is 20 percent. The E.ON Energie group contributed
42.3 percent of E.ON's revenues; with revenues of EUR 20.8 billion (which
included EUR 1.1 billion of electricity taxes that were remitted to the tax
authorities), EUR 18.2 billion of which in Germany, and adjusted EBIT of EUR 3.6
billion in 2004. During 2004, there were no material service and goods contracts
between E.ON Energie and any company in the LG&E Energy Group other than as
described in the Annual Report on Form U-13-60 filed by LG&E Energy Services
Inc. on April 29, 2005.
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.
As of December 31, 2004, its power generation facilities within Germany have a
total installed capacity of approximately 33,800 MW, E.ON Energie's attributable
share of which is approximately 25,600 MW (not including mothballed, shutdown
and reduced power plants). E.ON Energie's German 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.
As of December 31, 2004, E.ON Energie's international power generation
facilities had a total installed capacity of approximately 2,000 MW, which was
fully attributable to E.ON Energie.
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 operated
by E.ON Netz GmbH ("E.ON Netz"). The network of E.ON Netz allows long-distance
power transport at low transmission losses and covers more than 40% of the
surface area of Germany.
9
A map of E.ON Energie's current supply area in Germany through it 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. 39
(filed March 10, 2005), 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 the Netherlands, E.ON Energy owns E.ON Benelux B.V., which operates hard
coal and natural gas power plants for the supply of electricity and heat to bulk
customers and utilities. In 2004, it had a total installed generation capacity
of approximately 1,850 MW, and generated approximately 10.0 billion kWh of
electricity.
As of December 31, 2004, in Hungary, E.ON Energie held all of the shares
(except for a "golden share" held by the Hungarian government) of the regional
electricity distributors E.ON Del-dunantuli Aramszolgaltato Rt., E.ON
Eszak-dunantuli Aramszolgaltato Rt. ("EDASZ") and E.ON Tiszantuli
Aramszolgaltato Rt. Management believes that E.ON Energie has a market share of
approximately 45 percent in the Hungarian electricity distribution market. In
January 2003, E.ON Hungaria founded E.ON Energiakereskedo Kft., an electricity
and gas sales company, to serve the liberalized Hungarian electricity market.
E.ON Energie also holds a 100.0 percent stake in the natural gas power
generation company Debreceni Kombinalt Ciklusu Eromu Kft. (95 MW). In the gas
sector, E.ON Energie held as of December 31, 2004, a 16.3 percent stake in the
gas company FOGAZ, a 31.2 percent stake in the gas distribution and supply
company Kozepdunantuli Gazszolgaltato Rt. ("KOGAZ") and a 49.99 percent stake in
the gas distributor DDGAZ. In 2005, E.ON Energie increased its stakes in KOGAZ
and DDGAZ to majority shareholdings.
In the Czech Republic, E.ON Energie controls significant participations in
the energy sector. In 2004, E.ON Energie increased its stakes in the electricity
distributors Jihomoravska energetika a.s. ("JME") and Jihoceska energetika a.s
("JCE") from 85.7 percent and 84.7 percent, respectively, to 99.0 percent and
98.7 percent, respectively. On a combined basis, JME and JCE provided 1.4
million customers with approximately 12 TWh of electricity in 2004. In the gas
sector, E.ON Energie owns minority shareholdings in the distributors JMP,
Jihoceska plynarenska a.s. ("JCP"), PP, STP, SMP, ZCP and VCP. In 2002, E.ON
Energie entered the Slovakian energy market by acquiring a 49.0 percent interest
in the Slovakian electricity supplier Zapadoslovenska energetika a.s. ("ZSE"),
which provided 1.0 million customers with approximately 7 TWh of electricity in
2004.
In January 2004, E.ON Energie sold its 27.4% stake in EWE
Aktiengesellschaft ("EWE"), to EWE's majority shareholders Energieverband
Elbe--Weser Beteiligungsholding GmbH and Weber-Ems Energiebeteiligungen GmbH.
Additional information is provided in the Annual Report of E.ON AG filed on
Form 20-F, SEC File No. 001-14688, at pp. 26-44 (filed March 10, 2005).
E.ON Ruhrgas Holding GmbH
-------------------------
10
E.ON Ruhrgas Holding GmbH ("E.ON Ruhrgas Holding"), a foreign utility
company, located at E.ON-Platz 1, 40479 Dusseldorf, Germany, is a wholly owned
direct subsidiary of E.ON. E.ON Ruhrgas AG ("E.ON Ruhrgas" or "Ruhrgas"),
located at Huttropstraae 60, 45138 Essen, Germany, is 5.5 percent directly held
by E.ON and 94.5 percent held by E.ON Ruhrgas Holding. E.ON Ruhrgas is one of
the leading non-state-owned gas companies in Europe and the largest gas business
in Germany in terms of gas sales, with 553.8 billion kWh of gas sold in Germany
in 2004. An additional 87.6 billion kWh of gas was sold outside of Germany in
2004. E.ON has an aggregate investment in E.ON Ruhrgas Holding of EUR 10.9
billion, consisting of 72 percent equity and 28 percent debt. Ruhrgas' ratio of
debt to common equity is 10 percent. In 2004, E.ON Ruhrgas recorded revenues of
EUR 14.4 billion (which included EUR 2.9 billion in natural gas and electricity
taxes that were remitted, directly or indirectly, to the German tax authorities)
and adjusted EBIT of EUR 1.4 billion. During 2004, there were no material
service and goods contracts between E.ON Ruhrgas and any company in the LG&E
Energy Group other than as described in the Annual Report on Form U-13-60 filed
by LG&E Energy Services Inc. on April 29, 2005.
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. 56 (filed March 10,
2005), 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, 2004, Ruhrgas owned
gas pipelines totaling 6,456 km and co-owned gas pipelines totaling 1,550 km
with other companies.
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 ("E.ON Ruhrgas Transport"). E.ON Ruhrgas Transport
has sole responsibility for the gas transmission business, including technical
responsibility for the transmission system, and functions independently of E.ON
Ruhrgas' sales business, which is a customer of E.ON Ruhrgas Transport. As the
transmission system operator, E.ON Ruhrgas Transport operates and controls the
E.ON Ruhrgas transmission system and handles all major functions needed for an
independent gas transmission business: transmissions management, transportation
contracts (including access fees), shipper relations, planning, controlling and
billing. E.ON Ruhrgas Transport obtains certain support services from E.ON
Ruhrgas Transport AG under service agreements.
Ruhrgas also operates a number of underground gas storage facilities and
gas compressor stations in Germany. As of December 31, 2004, 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, 2004 is available in the Annual Report of E.ON AG filed on Form
20-F, SEC File No. 001-14688, at pp. 44-62 (filed March 10, 2004).
11
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 ("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. In July 2004, E.ON and Gazprom signed a
Memorandum of Understanding for a deepened cooperation between the parties to
pursue joint projects in gas production in Russia, gas transport to Europe
(including the joint construction of a new pipeline through the Baltic Sea to
western Europe), power generation in Russia, and the expansion of infrastructure
to market natural gas and power in Europe, as well as to examine, and, if
possible, jointly implement generation projects. The parties expect that the
Baltic Sea gas pipeline, if and when built, will increase Russia's gas export
capacity to western Europe, diversify delivery routes for Russian gas to western
Europe, and create new sales opportunities for Russian gas.
In addition to its German transmission system, Ruhrgas has a 10.0 percent
interest in Interconnector (U.K.) Limited ("Interconnector"), a U.K. project
company that 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. In December
2004, E.ON Ruhrgas made use of its right of first refusal to purchase an
additional 4.0 percent interest in Interconnector from another shareholder. The
transaction was closed in the first quarter of 2005.
In October 2004, E.ON Ruhrgas signed an agreement for the acquisition of a
51.0 percent stake in the Romanian gas supplier Distrigaz Nord S.A. ("Distrigaz
Nord"). Distrigaz Nord is active in gas distribution in northern Romania. The
transaction is expected to close in the first half of 2005.
In addition to its natural gas supply, transmission system, storage and
sales businesses, E.ON Ruhrgas owns numerous shareholdings in integrated gas
companies, gas distribution companies and municipal utilities through its
subsidiaries E.ON Ruhrgas International AG ("ERI") and Thuga.
ERI holds primarily minority shareholdings in both German and other
European integrated gas companies, regional gas distribution companies and
municipal gas utilities. As of December 31, 2004, ERI's portfolio of
shareholdings included primarily minority stakes in 6 domestic and 17 foreign
companies. In November 2004, ERI signed an agreement for the acquisition of 75.0
percent minus 1 share each of the gas trading and gas storage businesses of the
Hungarian oil and gas company MOL and its 50.0 percent interest in the gas
import subsidiary Panrusgaz. In addition, MOL received a put option to sell to
ERI up to 75.0 percent minus 1 share of its gas transmission business and put
options to sell to ERI the remaining 25.0 percent plus 1 share in the MOL gas
trading and gas storage companies. The transaction is subject to antitrust
approval and is expected to close in the second half of 2005.
12
Thuga holds primarily minority shareholdings in about 100 regional and
municipal electricity and gas utilities in Germany, as well as majority and
minority shareholdings in 26 of Italian gas distribution and sales companies and
one Italian municipal utility. During 2004, Thuga transferred minority
shareholdings in several German municipal utilities in Thuringia to E.ON
Energie. In December 2004, Thuga sold its 15.05 percent stake in MVV Energie AG
("MVV") to EnBW.
Additional information is provided in the Annual Report of E.ON AG filed on
Form 20-F, SEC File No. 001-14688, at pp. 44-62 (filed March 10, 2005).
E.ON UK Holding GmbH
--------------------
E.ON UK Holding GmbH ("E.ON UK Holding"), a foreign utility company,
located at E.ON-Platz 1, 40479 Dusseldorf, Germany, is a wholly owned direct
subsidiary of E.ON. E.ON UK Holding indirectly holds E.ON's 100 percent common
stock interest in E.ON UK plc ("E.ON UK").
E.ON UK is one of the leading integrated electricity and gas companies in
the United Kingdom. E.ON UK and its associated companies are actively involved
in electricity generation, distribution, retail and trading. As of December 31,
2004, E.ON UK owned or through joint ventures had an attributable interest in
9,265 MW of generation capacity, including 587 MW of CHP plants and 233 MW of
operational wind and hydroelectric generation capacity. E.ON has an aggregate
investment in E.ON UK of Holding of EUR 8.0 billion, consisting of 10 percent
equity and 90 percent debt. E.ON UK's ratio of debt to common equity is 91
percent.
E.ON UK's operations include electricity generation, distribution and
retail, gas retail and shipping, electricity and gas trading, CHP and renewable
generation businesses. E.ON UK and its subsidiaries serve approximately 8.8
million customer accounts, including approximately 5.8 million electricity
customer accounts, 2.8 million gas customer accounts, 0.1 million telephone
customer accounts and 0.1 million industrial and commercial electricity and gas
customer accounts. In 2004, E.ON UK had total sales of EUR 8.5 billion and
adjusted EBIT of EUR 1.0 billion.
Following E.ON UK's acquisition of the Midlands Electricity plc
distribution business for EUR 1.7 billion, net of EUR 0.1 billion cash acquired
in January 2004, E.ON UK now owns, manages and operates two electricity
distribution networks servicing the East and West Midlands areas of England (4.8
million customer connections).
During 2004, there were no material service and goods contracts between
East Midlands and any company in the LG&E Energy Group other than as described
in the Annual Report on Form U-13-60 filed by LG&E Energy Services Inc. on April
29, 2005.
Additional information is provided in the Annual Report of E.ON AG filed on
Form 20-F, SEC File No. 001-14688, at pp. 62-73 (filed March 10, 2005).
Powergen Group Holdings Ltd.
----------------------------
13
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. Electricity is transmitted to purchasers by means of
the National Grid transmission network in the U.K. PGGH is wholly-owned by
Powergen which, in turn, is indirectly owned by E.ON UK, described above. E.ON's
investment in PGGH, its ratio of debt to common equity and the earnings of PGGH
are included in the consolidated figures given for E.ON UK, above.
During 2004, there were no material service and goods contracts between
PGGH and any company in the LG&E Energy Group other than as described in the
Annual Report on Form U-13-60 filed by LG&E Energy Services Inc. on April 29,
2005.
E.ON Nordic Holding GmbH
------------------------
E.ON Nordic Holding GmbH ("E.ON Nordic Holding"), a foreign utility
company, located at E.ON-Platz 1, 40479 Dusseldorf, Germany, is a wholly owned
direct subsidiary of E.ON. E.ON Nordic Holding directly owns E.ON Nordic AB
("E.ON Nordic"), headquartered in Malmo, Sweden. E.ON Nordic is actively
involved in the ownership and operation of power generation facilities, as well
as the distribution and supply of electric power, gas and heat, mainly in Sweden
and Finland. As of December 31, 2004, through its associated companies, E.ON
Nordic owned interests in power stations with a total installed capacity of
approximately 16,317 MW, of which its attributable share is approximately 7,971
MW (not including mothballed and shutdown power plants). In 2004, E.ON Nordic
had total sales of EUR 3.3 billion (including EUR 395 million of energy taxes)
and adjusted EBIT of EUR 701 million. E.ON has an aggregate investment in E.ON
Nordic Holding of EUR 2.9 billion, consisting of 0 percent equity and 100
percent debt interests. E.ON Nordic's ratio of debt to common equity is 30
percent.
A map of E.ON Nordic's sales area appears in the Annual Report of E.ON AG
filed on Form 20-F, SEC File No. 001-14688, at p. 83 (filed March 10, 2005), and
is hereby incorporated by reference.
In 2004, E.ON Nordic was the largest shareholder in Sydkraft with a 55.2
percent equity and a 56.6 percent voting interest. Sydkraft, the second-largest
Swedish utility (on the basis of electricity sales and production capacity), is
active in the generation, distribution, marketing and sale of electricity.
Sydkraft is primarily active in Sweden. The company also operates to a minor
degree in Finland, Denmark and Poland. In 2004, it had a total installed
generation capacity of 7,773 MW and generated 32,133 million kWh of electricity.
Sydkraft generated about 54 percent of its electric power at nuclear power
plants and about 42 percent at hydroelectric plants in 2004. The remaining 4
percent was generated using fuel oil, hard coal, biomass, natural gas, wind
power and waste. Sydkraft also supplies gas, is active in the heat and waste
business and conducts electricity trading activities.
In 2004, E.ON Nordic also owned a 65.6 percent interest in E.ON Finland.
E.ON Finland is active in the generation, distribution, marketing and sale of
electricity and heat, as well as the supply of gas in Finland, primarily in the
Espoo region near Helsinki and in the Joensuu region. In 2004, it had a total
installed generation capacity of 198 MW and generated 977 million kWh of
electricity. E.ON Finland generated about 38 percent of its electric power at
14
coal-fired power plants and about 36 percent at gas-fired plants in 2004. The
remaining 26 percent was generated using biomass and hydroelectric plants.
During 2004, there were no material service and goods contracts between
E.ON Nordic and any company in the LG&E Energy Group other than as described in
the Annual Report on Form U-13-60 filed by LG&E Energy Services Inc. on April
29, 2005.
Additional information is provided in the Annual Report of E.ON AG filed on
Form 20-F, SEC File No. 001-14688, at pp. 73-85 (filed March 10, 2005).
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. During 2004, Windpower 1994 incurred expenses of USD
635,250 related to this contract. This operating agreement terminated in August
2004 when the interest in this venture was sold.
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. During 2004, ROVA
incurred expenses of USD 6,180,369 related to this contract. ROVA also has a
contract with LG&E Power Operations Inc., an indirect subsidiary of LG&E Capital
Corp., for payment of venture management fees, financial management and
environmental services. During 2004, ROVA incurred expenses of USD 561,537
related to this contract.
Gelsenberg GmbH & Co. KG
------------------------
Gelsenberg GmbH & Co. KG is a subsidiary of E.ON Ruhrgas Holding GmbH and
Gelsenberg Verwaltung GmbH, which are both wholly-owned subsidiaries of E.ON AG.
In 2003, Gelsenberg sold its interest in E.ON Ruhrgas to its parent company,
E.ON Ruhrgas Holding. Gelsenberg continues to hold certain investments to fund
pension liabilities.
Other Foreign Utility Companies
-------------------------------
LG&E Capital Corp. ("LCC") is a wholly-owned subsidiary of LG&E Energy LLC
("LG&E Energy"). Through its wholly-owned subsidiary LG&E International Inc.,
LCC owns interests in three Argentine gas distribution companies that provide
natural gas to approximately two million customers in Argentina through three
distributors certified as foreign utility companies under the Act: Gas Natural
BAN S.A. ("BAN"), Distribuidora de Gas del Centro S.A. ("Centro") and
Distribuidora de Gas Cuyana S.A. ("Cuyana"). LCC owns direct or indirect
15
interests aggregating 19.6 percent of BAN, 45.9 percent of Centro and 14.4
percent of Cuyana, respectively. LCC owned an interest in a wind power
generation facility in Tarifa, Spain until June 2004, at which time the interest
was sold.
KU owns a 20 percent common stock interest in Electric Energy, Inc.
("EEI"), which is an EWG. EEI operates a power plant in Joppa, Illinois. KU has
a contractual entitlement (which expires in December, 2005) to 20 percent of
EEI's output.
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, 2004, E.ON had invested, directly and indirectly, in
FUCOs and EWGs (including equity, debt, guarantees and recourse debt of FUCOs
and EWGs), USD 23.5 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
385.2 percent as of December 31, 2004.
See also Exhibit F, Schedule 9(d) for the ratio of the aggregate investment
in the LG&E Energy Group, EWGs, and FUCOs to the investment in LG&E and KU.
Item 10. Financial Statements and Exhibits
FINANCIAL STATEMENTS
Exhibits FS- E.ON 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, E.ON Nordic, Powergen,
Ruhrgas, Degussa, Viterra and Others subgroups, as of and for the
year ending December 31, 2004.
EXHIBITS
Exhibit A
o The Annual Report of E.ON AG on Form 20-F for the year ended December
31, 2004, SEC File No. 001-14688 (filed March 10, 2005), is hereby
incorporated by reference.
o The Annual Report of E.ON Energie for the year ended December 31, 2004
(filed under cover of Form SE).
16
o The Annual Report of Louisville Gas & Electric Co. on Form 10-K for
the year ended December 31, 2004, SEC File No. 001-02893 (filed March
30, 2005), is hereby incorporated by reference.
o The Annual Report of Kentucky Utilities Co. on Form 10-K for the year
ended December 31, 2004, SEC File No. 001-03464 (filed March 30,
2005), 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 the
Annual Report of E.ON AG filed on Form 20-F, SEC File No. 001-14688,
at pp. 73-85 (filed March 10, 2005).
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 The Bylaws of E.ON US Holding GmbH is incorporated by reference to
Exhibit B of E.ON Registration Statement on Form U5B, SEC File No.
030-00355 (filed September 27, 2002).
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, 2004, SEC File No. 001-02893 (filed March
30, 2005).
3.01 Copy of Restated Articles of Incorporation of LG&E, dated
November 6, 1996
3.02 Copy of Amendment to Articles of Incorporation of LG&E, dated
February 6, 2004
3.03 Copy of By-Laws of LG&E, as amended through December 16, 2003
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, 2004, SEC File No. 001-03464 (filed March 30,
2005).
3.04 Copy of Amended and Restated Articles of Incorporation of KU
3.05 Copy of Amendment to Articles of Incorporation of KU, dated
February 6, 2004.
3.06 Copy of By-Laws of KU, as amended through 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).
17
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 LG&E Supplemental Indentures dated March 1, 2002, March 15, 2002, and
October 1, 2002, are incorporated by reference to Exhibits 4.08, 4.09
and 4.10 to the Annual Report on Form 10-K of LG&E, SEC File No.
001-02893, for the year ended December 31, 2004 (filed March 30,
2005).
o KU Supplemental Indentures dated May 1, 2002 and September 1, 2002,
are incorporated by reference to Exhibits 4.15 and 4.16 to the Annual
Report on Form 10-K of KU, SEC File No. 001-03464, for the year ended
December 31, 20024 (filed March 30, 2005). 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).
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, 2004, SEC File No. 001-02893 (filed March
30, 2005).
4.17 Supplemental Indenture dated October 1, 2003
4.19 Loan Agreement between LG&E and Fidelia Corporation, dated
April 30, 2003
4.22 Loan and Security Agreement between LG&E and Fidelia
Corporation, dated as of August 15, 2003
4.27 Promissory Note from LG&E to Fidelia Corporation, dated as of
January 15, 2004, in the amount of $25 million
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, 2004, SEC File No. 001-03464 (filed March 30,
2005).
4.16 Supplemental Indenture dated September 1, 2002
4.18 Copy of Loan Agreement between KU and Fidelia Corporation
4.20 Loan Agreement between KU and Fidelia Corporation, dated
January 15, 2004
4.21 Loan and Security Agreement between KU and Fidelia
Corporation, dated as of August 15, 2003
4.23 Promissory Note from KU to Fidelia Corporation, dated as of
18
November 24, 2003, in the amount of $33 million
4.24 Promissory Note from KU to Fidelia Corporation, dated as of
December 18, 2003, in the amount of $75 million
4.25 Loan Agreement between KU and Fidelia Corporation, dated as of
January 15, 2004
4.26 Supplemental Indenture dated as of October 1, 2004 from
Kentucky Utilities Company to U.S. Bank National Association
and Richard Prokosch, as Trustees
Exhibit D
o The tax allocation agreement by and among E.ON US Investments Corp.
and certain subsidiaries is incorporated by reference to Exhibit D of
E.ON's Annual Report on Form U5S for the year ended December 31, 2003,
SEC File 030-00362 (filed June 30, 2004).
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.
o Schedule 1(b): A table listing the E.ON Group companies, 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 organization and business of the
E.ON 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, 2004 -
December 31, 2004.
o Schedule 3(b): Short term loans as of June 30, 2004.
o Schedule 3(c): Short term loans as of December 31, 2004.
19
o Schedule 3(d): Cash current accounts as of June 30, 2004.
o Schedule 3(e): Cash current accounts as of December 31, 2004.
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,
2004 - December 31, 2004.
o Schedule 4(b): Acquisition, retirement or redemption of equity.
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).
o Schedule 9(d): Aggregate investment in EWGs and FUCOs (LG&E Energy
Group) (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, 2004, including balance sheet, income statement and
analysis of operations is included herein under Exhibit A.
o Exhibit H-2: E.ON UK Holding - group consolidated balance sheet,
income statement, statement of cash flows as of and for the year ended
December 31, 2004 (to be filed by amendment).
o Exhibit H-3: E.ON Ruhrgas Holding - Balance sheet and income statement
as of and for the year ended December 31, 2004 (confidential treatment
requested).
20
o Exhibit H-4: Distribuidora de Gas del Centro S.A. - Balance sheet,
income statement, statement of cash flows as of and for the year ended
December 31, 2004 (confidential treatment requested).
o Exhibit H-5: Distribuidora de Gas Cuyana S.A. - Balance sheet, income
statement, statement of cash flows as of and for the year ended
December 31, 2004 (confidential treatment requested).
o Exhibit H-6: Gas Natural BAN S.A. - Balance sheet, income statement,
statement of cash flows as of and for the year ended December 31, 2004
(confidential treatment requested).
o Exhibit H-7: Westmoreland - LG&E Partners (ROVA) - Balance sheet,
statement of income, statement of partners, and statements of cash
flows as of and for the year ended December 31, 2004 (confidential
treatment requested).
o Exhibit H-8: Western Kentucky Energy Corp. - Balance sheet, income
statement, and statement of cash flows as of and for the year ended
December 31, 2004 (confidential treatment requested).
o Exhibit H-9: Electric Energy Inc. - Balance sheet, statements of
retained earnings, and income statements as of and for the year ended
December 31, 2004 (confidential treatment requested).
o Exhibit H-10: Gelsenberg GmbH & Co. KG - Balance sheet and income
statement as of and for the year ended December 31, 2004 (confidential
treatment requested).
o Exhibit H-11: E.ON Nordic - Balance sheet and income statement as of
and for the year ended December 31, 2004 (confidential treatment
requested).
o Exhibit H-12: Analytical reviews and conclusions drawn from the
audited balance sheets, income statements and statements of cash flow
for E.ON Energie, E.ON Ruhrgas Holding, E.ON UK Holding and E.ON
Nordic Holding are contained in the Annual Report of E.ON AG on Form
20-F for the year ended December 31, 2004, SEC File No. 001-14688
(filed March 10, 2005), and are hereby incorporated by reference.
21
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
Senior Vice President and Accountant
Date: June 29, 2005 Date: June 29, 2005
E.ON US Holding GmbH
By: /s/ Heinrich Montag By: /s/ Michael C. Wilhelm
Name: Heinrich Montag Name: Michael C. Wilhelm
Title: Executive Director Title: Executive Director
Date: June 29, 2005 Date: June 29, 2005
LG&E Energy LLC E.ON US Invstments Corp.
By: /s/ S. Bradford Rives
By: /s/ S. Bradford Rives
Name: S. Bradford Rives
Name: S. Bradford Rives Title: Chief Executive Director
Title: Chief Financial Officer
Date: June 28, 2005
Date: June 28, 2005
22