ppl companies - psc.ky.govpsc.ky.gov/pscscf/post case referenced... · 7/22/2011  · pui-ica 200.5...

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PPL companies Mr. Jeff DeRouen Executive Director Kentucky Public Service Commission 2 11 Sower Boulevard Frankfort, Kentucky 4060 1 July 22,201 1 RF,: Joint Applicatioiz of PPL Corporation, E.ONAG, E.0N US Investments Corp., E.0N U.S. LLC, Loicisville Gas and Electric Company and Kentiicky Utilities Company for Approval of an Acquisition of Ownership and Control of Utilities - Case No. 2010-00204 Dear Mr. DeRouen: Through my letter of June 30,20 1 1 , I submitted an original and one (1) copy of Louisville Gas and Electric Company’s (“LG&E”) and Kentucky Utilities Company’s (,‘KUYy) Annual Accounting Information Filing. The Annual Accounting Information Filing contained a version of LG&E and KU Services Company’s (“LK Services”) Cost Allocation Manual (“CAM”) at Tab 10. The CAM submitted with the June 30, 201 1 filing to the Kentucky Public Service Commission was recently amended by LK Services as part of an affiliate transactions filing with the Virginia State Corporation Commission (the “VSCC”). The VSCC approved the amended services agreement and CAM on May 11 , 201 1 on certain conditions. On June 9,201 1 , KU filed with the VSCC an executed copy of the services agreement and CAM, revised to reflect certain changes required by the VSCC’s approval. The amended CAM recognizes the entity names and corporate stnicture existing after PPL Coiporation’s acquisition in Case No. 2010-00204. The amended CAM also includes additional language providing greater detail LG&E and KU Energy LLC State Regulation and Rates 220 West Main Street P.Q. Box 32010 Louisville, Kentucky 40232 www.lge-kuxom Rick E. Lovekamp Manager Regulatory Affairs T 502-627-3780 F 502-627-3213 rick.lavekamp@lge-ku-com Application of Kentiicky Utilities Company d/b/a Old Dominion Power Conipany, Lmtisville Gas & Electric Company, and L,G&E and KU Services Companyfor Azrthority to Engage in Affiliate Transactions and to Enter Into an Amended and Restated [Jtility Service Agreement, Case No. PUE-2010-00141 I

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Page 1: PPL companies - psc.ky.govpsc.ky.gov/pscscf/Post Case Referenced... · 7/22/2011  · PUI-ICA 200.5 SEC Servco VSCC LG&E and KIJ Services Company Cost Allocation Manual Customer Care

PPL companies

Mr. Jeff DeRouen Executive Director Kentucky Public Service Commission 2 1 1 Sower Boulevard Frankfort, Kentucky 4060 1

July 22,201 1

RF,: Joint Applicatioiz of PPL Corporation, E.ONAG, E.0N US Investments Corp., E.0N U.S. LLC, Loicisville Gas and Electric Company and Kentiicky Utilities Company for Approval of an Acquisition of Ownership and Control of Utilities - Case No. 2010-00204

Dear Mr. DeRouen:

Through my letter of June 30,20 1 1 , I submitted an original and one (1) copy of Louisville Gas and Electric Company’s (“LG&E”) and Kentucky Utilities Company’s (,‘KUYy) Annual Accounting Information Filing. The Annual Accounting Information Filing contained a version of LG&E and KU Services Company’s (“LK Services”) Cost Allocation Manual (“CAM”) at Tab 10.

The CAM submitted with the June 30, 201 1 filing to the Kentucky Public Service Commission was recently amended by LK Services as part of an affiliate transactions filing with the Virginia State Corporation Commission (the “VSCC”). ’ The VSCC approved the amended services agreement and CAM on May 11 , 201 1 on certain conditions. On June 9,201 1 , KU filed with the VSCC an executed copy of the services agreement and CAM, revised to reflect certain changes required by the VSCC’s approval.

The amended CAM recognizes the entity names and corporate stnicture existing after PPL Coiporation’s acquisition in Case No. 2010-00204. The amended CAM also includes additional language providing greater detail

LG&E and KU Energy LLC State Regulation and Rates 220 West Main Street P.Q. Box 32010 Louisville, Kentucky 40232 www.lge-kuxom

Rick E. Lovekamp Manager Regulatory Affairs T 502-627-3780 F 502-627-3213 rick.lavekamp@lge-ku-com

’ Application of Kentiicky Utilities Company d/b/a Old Dominion Power Conipany, Lmtisville Gas & Electric Company, and L,G&E and KU Services Company for Azrthority to Engage in Affiliate Transactions and to Enter Into an Amended and Restated [Jtility Service Agreement, Case No. PUE-2010-00141 I

Page 2: PPL companies - psc.ky.govpsc.ky.gov/pscscf/Post Case Referenced... · 7/22/2011  · PUI-ICA 200.5 SEC Servco VSCC LG&E and KIJ Services Company Cost Allocation Manual Customer Care

Mr. Jeff DeRouen July 22,201 1

concerning certain allocation methods as required by the VSCC. Finally, the amended CAM reflects the addition of two allocation methods (the Revenue, Total Assets, and Number of Employees Ratio and the Total Utility Plant Assets Ratio) and the deletion of one allocation method (the Direct Expense Ratio).

Please accept the original and one (1) copy of LK Services’ CAM submitted with this letter as a replacement for the CAM submitted with my letter and filing dated June 30, 201 1, in connection with the case referenced above.

I apologize for any inconvenience the inadvertent inclusion of the previous CAM may have caused. Please confirm your receipt of this filing by placing the File Stamp of your Office with date received on the extra copies. Should you have any questions regarding the infomation filed herewith, please call me or Don Harris at (502) 627-2021.

Siiicerely,

Rick E. L,oveltamp

Page 3: PPL companies - psc.ky.govpsc.ky.gov/pscscf/Post Case Referenced... · 7/22/2011  · PUI-ICA 200.5 SEC Servco VSCC LG&E and KIJ Services Company Cost Allocation Manual Customer Care

sewices

Cost A1 lo cation Manual

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CAM CCS EMS FERC HR IT IWSC I<U LEM LG&E LKC LICE LKE Foundation PPL, PUI-ICA 200.5 SEC Servco VSCC

LG&E and KIJ Services Company

Cost Allocation Manual Customer Care System Energy Management System Federal Energy Regulatory Commission Human Resources Information Technology Kentucky Public Service Coinmission Kentucky Utilities Company LG&E Energy Marketing Inc Louisville Gas and Electric Company LG&E and I<U Capital LLC (foimerly E O N U.S Capital C o p ) LG&E and ICU Energy LLC (formerly E.ON U.S LLC and LG&E Energy LLC) LG&E and I<U Foundation (formerly E O N IJS. Foundation Inc.) PPL Corporation The Public IJtility Holding Company Act of 2005 1J.S. Securities and Exchange Commission LG&E and I<U Services Company (foimerly EON U S . Services Inc.) Virginia State Corporation Commission

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and KU Semi ost Allocation

Table of Contents

I. Introduction

11. Corporate Organization Overview Utility Operations Service Company Other Business Operations

111. Transactions with Affiliates

IV. Description of Services

V. Cost Assignment Methods

VI. Time Distribution, Billing and Asset Transfer Policies Overview Billing Policies Asset Transfers Time Distribution

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Page 6: PPL companies - psc.ky.govpsc.ky.gov/pscscf/Post Case Referenced... · 7/22/2011  · PUI-ICA 200.5 SEC Servco VSCC LG&E and KIJ Services Company Cost Allocation Manual Customer Care

U Services Company

N

PUHCA 2005 states that centralized service companies must maintain and make available to the FERC their books, accounts and other records in the specific manner and preserve them for the required periods as the FERC prescribes in Title 18 Code of Federal Regulations Part 368 of the FERC Uniform System of Accounts. These records must be in sufficient detail to perinit examination, audit, and verification, as necessary and appropriate for the protection of utility customers with respect to jurisdictional rates. The purpose of this CAM is to document the Inethods, policies and procedures that Servco will follow in performing certain services for affiliate companies. In developing this CAM the overriding goal was to protect investors and consumers by ensuring the methods, policies and procedures contained in this CAM were PUHCA 200.5 compliant so that Servco costs are fully segregated, and fairly and equitably allocated among the affiliate companies. Servco was authorized to conduct business as a service company for LKE and its various subsidiaries and affiliates by order of the SEC on December 6, 2000, and coininenced operations January 1, 2001. LKE is a Kentucky limited liability company and the parent of KU and LG&E. KU arid LG&E are subject to the jurisdiction of and oversight by the KPSC. In addition, KU is subject to the jurisdiction of and oversight by the VSCC and the Tennessee Regulatory Authority. IJnder Kentucky regulatory law, KU and LG&E are required to have a cost allocation inanual on file with the KPSC. KU is required to have a services agreement for any affiliate transaction approved by the VSCC prior to the transaction.

Periodic changes to the CAM may be necessary due to f h r e management decisions, changes in the law, interpretations by state or federal regulatory bodies, changes in structure or activities of affiliates, or other internal procedures.

11. CORPOIRATE RGANIZATION

OVERVIEW

LKE is an indirect wholly-owned subsidiary of PPL, headquartered in Allentown, Pennsylvania. LKE has five direct subsidiaries: LG&E, KU, LKC, LEM, and Servco. LKE has an affiliate relationship with LKE Foundation due to overseeing all operations of the foundation.

LKE and its utility subsidiaries are engaged principally in the generation, transmission, distribution and sale of electricity. L,G&E is also engaged in the storage, distribution, and sale of natural gas. LKE and its subsidiaries are subject to the regulatory provisions of PUHCA 2005. LG&E and KU are subject to regulation by the FERC and the KPSC. KU is also subject to regulation by state utility coinmissions i n Virginia and Tennessee.

UTILITY OPERATIONS

LG&E, incorporated in Kentucky in 1913, is a regulated public utility engaged in the generation, transmission, distribution and sale of electric energy and the storage, distribution and sale of natural gas. LG&E is a wholly-owned subsidiary of LKE. LG&E supplies electricity and natural gas to customers in Louisville and adjacent areas in Kentucky. LG&E’s electric service

4

Page 7: PPL companies - psc.ky.govpsc.ky.gov/pscscf/Post Case Referenced... · 7/22/2011  · PUI-ICA 200.5 SEC Servco VSCC LG&E and KIJ Services Company Cost Allocation Manual Customer Care

LG&E and KTJ Services Company

area covers approximately 700 square miles in 9 counties in Kentucky and its natural gas service area covers the same area and an additional 8 counties in Kentucky.

KU, incorporated in Kentucky in 19 12 and in Virginia in 199 1 , is a regulated public utility engaged in the generation, transmission, distribution and sale of electric energy in Kentucky, Virginia and Tennessee. KU is a wholly-owned subsidiary of LKE. KIJ provides electricity to customers in 77 counties in central, southeastern and western Kentucky, to customers in 5 counties in southwestern Virginia and to fewer than 5 customers in Tennessee.

SERVICE COMPANY

Servco, a Kentucky corporation, is a centralized service company registered under PUHCA 2005 and is authorized to conduct business as a service company for LKE and its various subsidiaries and affiliates by order of the SEC dated December 6, 2000, and commencing operation January 1,2001. Servco is the service company for affiliated entities, including LKE, LG&E, KU, LKC, and LEM and provides a variety of administrative, management, engineering, construction, environmental and support services. Servco provides its services at cost, as permitted under PUHCA 2005.

Development of the Servco organization was predicated on the fact that if the employee performed activities benefiting more than one affiliate, that employee would become a part of the Servco organization. In many respects, employees working in typical finance, administrative and general, management and other support departments are fully subject to Servco organizational placement.

Many operational employees dedicated to providing a service to just one affiliate, by definition, are not subject to Servco placement. However management and support staff overseeing the business activities of more than one of these operational groups are subject to Servco placement.

On September 30,2010, Servco changed its legal name to L,G&E and KU Services Company from E.ON U.S. Services Inc.

OTHER BUSINESS OPERATIONS

LKE Foundation, a charitable foundation exempt from federal income tax under Section 501 (c)(3) of the lnternal Revenue Code, maltes charitable contributions to qualified entities.

LKC is a holding company for other LKE non-utility businesses which are generally inactive from an operational standpoint, but have certain remaining support or contingent business obligations.

LEM is an inactive non-utility company.

Servco transacts business for LKE Foundation, LKC, LEM and PPL and its affiliates on behalf of LKE.

5

Page 8: PPL companies - psc.ky.govpsc.ky.gov/pscscf/Post Case Referenced... · 7/22/2011  · PUI-ICA 200.5 SEC Servco VSCC LG&E and KIJ Services Company Cost Allocation Manual Customer Care

LG&E and KU Services Company Cost Allocation

I.

OVERVIEW

LKE formed Servco, as a service company to provide services for affiliated companies. Servco and affiliated companies (or their parent entities) inay enter into service agreements, which inay establish the general t e rm and conditions for providing those services, including those mentioned in Section IV of the CAM.

At formation certain LG&E, KU and LKE employees became employees of Servco and such employees continued to provide services to the regulated and non-regulated entities.

Regulated affiliates receive services at cost, pursuant to the service agreements. Non-regulated affiliates generally receive services at cost; however, certain services inay permit pricing at fair- market value. The provisions included in contracts or service agreements govern transactions between Servco and the regulated and non-regulated affiliates.

KIJ and LG&E are required by the KPSC and the VSCC to use the “stand alone” method for allocating their respective tax liabilities (or tax benefits) so that such tax liabilities (or tax benefits) will not exceed the tax liabilities (or tax benefits) each would incur if it filed its tax returns separately from the consolidated returns filed by PPL, Corporation. KU and LG&E have filed a separate PPL Corporation and Subsidiaries tax allocation agreement with the KPSC and the VSCC. The allocation of the respective tax liabilities (or tax benefits) of KU and LG&E therefore are not within the scope of this CAM.

Definitions of Cost

Tnriff Rote - The price charged to customers under applicable tariffs on file with federal or state regulatory commissions. Fair Morket Vdue - The price held out by a providing entity to the general public in the normal course of business (i.e. the price at which a reasonable buyer and a reasonable seller are willing to transact in the normal course of business). Cost - The charge used for transactions with affiliates for which no tariff rate or fair market value is applicable. Servco follows the definition of cost defined in PUHCA 2005.

IV. DESCRIPTION OF SERVICES

The following table provides service descriptions along with the frequency of services provided and the primary affiliate receiving the services. See below for definitions of frequency and primary affiliates. The table also contains the cost assignment methods used to allocate costs for these services when necessary. Detailed descriptions of cost assignment methods are provided in Section V.

6

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Definitions of Frequency

Ongoing - Provided on a prearranged, continuous basis (Le., daily) Frequent - Provided as requested on a regular basis (i.e., several times per month) Infiequeizt - Provided as requested on an irregular basis (i.e., several times per year)

Definitions of Primary Affiliates

All charges by Servco to affiliated entities follow the principle of fully distributed cost. Primary affiliates receiving the service are designated below as:

R - Regulated (LG&E and KU) NR - Non-regulated (LKC, LEM and LKE Foundation) A - All

7

Page 10: PPL companies - psc.ky.govpsc.ky.gov/pscscf/Post Case Referenced... · 7/22/2011  · PUI-ICA 200.5 SEC Servco VSCC LG&E and KIJ Services Company Cost Allocation Manual Customer Care

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Page 14: PPL companies - psc.ky.govpsc.ky.gov/pscscf/Post Case Referenced... · 7/22/2011  · PUI-ICA 200.5 SEC Servco VSCC LG&E and KIJ Services Company Cost Allocation Manual Customer Care

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Page 25: PPL companies - psc.ky.govpsc.ky.gov/pscscf/Post Case Referenced... · 7/22/2011  · PUI-ICA 200.5 SEC Servco VSCC LG&E and KIJ Services Company Cost Allocation Manual Customer Care

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Page 27: PPL companies - psc.ky.govpsc.ky.gov/pscscf/Post Case Referenced... · 7/22/2011  · PUI-ICA 200.5 SEC Servco VSCC LG&E and KIJ Services Company Cost Allocation Manual Customer Care

Services Company Cost Allocation Manual

V. COST ASSIGNMENT METHODS

OVERVIEW

The costs of services provided by Servco will be directly assigned, distributed or allocated by activity, project, program, work order or other appropriate basis. The primary basis for charges to affiliates is the direct charge method (see section VI for time reporting procedures). The inethodologies listed below pertain to all other costs which are not directly assigned but which inake up the fully distributed cost of providing the service.

Directly Assignable - Expenses incurred for activities and services exclusively for the benefit of one affiliate. In many respects, these types of expenses relate to non-Servco einployees that perform dedicated services to one affiliate, although Servco employees also directly report where feasible.

Directly Attributable - Expenses incurred for activities and services that benefit more than one affiliate and which can be apportioned using direct ineasures of costs causation.

I/trlirectly Attributable - Expenses incurred for activities and services that benefit inore than one affiliate and which can be apportioned using general measures of cost causation.

Umttributnble - Expenses or portions thereof incurred for activities and services that have been determined as not appropriate for apportionment. The unattributable portions of these costs relate primarily to activities such as corporate diversification, political or philanthropic endeavors and, as such, may be charged, in whole or in part, to LKC.

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Page 28: PPL companies - psc.ky.govpsc.ky.gov/pscscf/Post Case Referenced... · 7/22/2011  · PUI-ICA 200.5 SEC Servco VSCC LG&E and KIJ Services Company Cost Allocation Manual Customer Care

LG&E and K Services Corn Cost Allocation Manual

ASSIGNMENT METHODS

Servco will allocate the costs of service among the affiliated companies using one of several methods that most accurately distributes the costs. The method of cost allocation varies based on the departmerit rendering the service. Any of the methods may be adjusted for any known and reasonably quantifiable events, or at such time as may be required due to Significant changes in the business, but are generally determined annually. The assignment methods used by Servco are as follows:

Contract Ratio - Based on the sum of the physical amount (Le. tons of coal, cubic feet of natural gas) of the contract for both coal and natural gas for the immediately preceding twelve consecutive calendar months, the numerator of which is for an operating company or an affected affiliate company and the denominator of which is for all operating companies and affected affiliate companies. This ratio is calculated on an annual basis. Any changes in the ratio will be determined no later than May 1 St of the following calendar year, and charges to date will be reallocated for any significant changes in the ratio froin that used in the prior year.

Departmental Charge Ratio - A specific Servco department ratio based upon various factors. The departmental charge ratio typically applies to indirectly attributable costs such as departmental administrative, support, and/or material and supply costs that benefit inore than one affiliate and that require allocation using general measures of cost causation. Methods for assignment are department- specific depending on the type of service being performed and are documented and monitored by the Budget Coordinators for each department. The numerator and denominator vary by department. The ratio is based upon various factors such as labor hours, labor dollars, departmental or entity headcount, capital expenditures, operations & maintenance costs, retail energy sales, charitable contributions, generating plant sites, average allocation of direct reports, net book value of utility plant, total line of business assets, electric capital expenditures, substation assets and transformer assets. These ratios are calculated on an annual basis. Any changes in these ratios will be determined no later than May 1 St of the following calendar year, and charges to date will be reallocated for any significant changes in any of these ratios from that used in the prior year.

Electric Peak Load Ratio - Rased on the sum of the monthly electric maxiinuin system demands for the immediately preceding twelve consecutive calendar months, the numerator of which is for an operating company and the denominator of which is for all operating companies. This ratio is calculated on an annual basis. Any changes in the ratio will be determined no later than May lSt of the following calendar year, and charges to date will be reallocated for any significant changes in the ratio froin that used in the prior year.

Energy Marketing Ratio - Based on the absolute value of megawatt hours purchased and sold for the immediately preceding twelve consecutive calendar months, the numerator of which is for an operating company or an affiliate and the denominator of which is for all operating companies and affected affiliate companies. This ratio is calculated on an annual basis. Any changes in the ratio will be determined no later than May 1 st of the following calendar year, and charges to date will be reallocated for any significant changes in the ratio from that used in the prior year.

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J Services Company Cost Allocation Manual

Generation Ratio - Rased on the annual forecast of megawatt hours, the numerator of which is for an operating company or an affiliate and the denominator of which is for all operating companies and affected affiliate companies. This ratio is calculated on an annual basis. Any changes in the ratio will be determined no later than May lSt of the following calendar year, and charges to date will be reallocated for any significant changes in the ratio froin that used in the prior year.

Non-Fuel Material and Services Expenditures - Based on non-file1 material and services expenditures, net of reimbursements, for the immediately preceding twelve consecutive calendar months. The numerator is equal to such expenditures for a specific entity and/or line-of-business as appropriate and the denominator is equal to such expenditures for all applicable entities. This ratio is calculated on an annual basis. Any changes in the ratio will be determined no later than May lSt ofthe following calendar year, and charges to date will be reallocated for any significant changes in the ratio from that used in the prior year.

Number of Customers Ratio - Rased on the number of retail electric and/or gas customers. This ratio will be determined based on the actual number of customers at the end of the previous calendar year. In some cases, the ratio may be calculated based on the type of customer class being served (Le. Residential, Commercial or Industrial). The numerator is the total number of each Company's retail customers. The denominator is the total number of retail customers for both LG&E and KU. This ratio is calculated on an annual basis. Any changes in the ratio will be determined no later than May 1 st of the following calendar year, and charges to date will be reallocated for any significant changes in the ratio from that used in the prior year.

Number of Employees Ratio - Rased on the number of employees benefiting from the performance of a service. This ratio will be determined based on actual counts of applicable employees at the end of the previous calendar year. A two-step assignment methodology is utilized to properly allocate Servco employee costs to the proper legal entity. The numerator for the first step of this ratio is the total number of employees for each specific company, and the denominator is the total iiuinber of employees for all companies in which an allocator is assigned (Le. LG&E, KIJ and Servco). For the second step, the ratio of Servco to total employees will then be allocated to the other companies (LG&E, KU and LKC) based on each company's ratio of labor dollars to total labor dollars. (LKC has no employees, but non-utility related labor is charged to it.) This ratio is calculated on an annual basis. Any changes in the ratio will be determined no later than May 1'' of the following calendar year, and charges to date will be reallocated for any significant changes in the ratio from that used in the prior year.

Number of Meters Ratio - Based on the number or types of meters being utilized by all levels of customer classes within the system for the immediately preceding twelve consecutive calendar months. The numerator is equal to the number of meters for each utility and the denominator is equal to the total meters for KU and LG&E. This ratio is calculated on an annual basis. Any changes in the ratio will be determined no later than May 1'' of the following calendar year, and charges to date will be reallocated for any significant changes in the ratio from that used in the prior year.

Number of Transactions Ratio - Rased on the sum of transactions occurring in the immediately preceding twelve consecutive calendar months, the numerator of which is for an operatirig company or an affected affiliate company and the denominator of which is for all operating companies and affected affiliate companies. For example, services pertaining to Materials Logistics would define the

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IJ Services Company Cost Allocation Manual

transaction as the number of items ordered, picked and disbursed out of the warehouse. Services pertaining to Accounts Payable would define the transaction as the number of invoices processed. The Controller's organization is responsible for maintaining and monitoring specific producthervice methodology documentation for actual transactions related to Servco billings. This ratio is calculated on an annual basis. Any changes in the ratio will be determined no later than May Is' of the following calendar year, and charges to date will be reallocated for any significant changes in the ratio from that used in the prior year.

Project Ratio - Based on the total costs for any departmental or affiliate project for the immediately preceding twelve consecutive calendar months, the numerator of which is for an operating company or an affected affiliate company and the deiioininator of which is for all operating companies and affected affiliate companies. This ratio is calculated on an annual basis. Any changes in the ratio will be determined no later than May 1 St of the following calendar year, and charges to date will be reallocated for any significant changes in the ratio from that used in the prior year.

Retail Revenue Ratio - Based on utility revenues, excluding energy marketing revenues, for the iininediately preceding twelve consecutive calendar months, the numerator of which is for an operating company or an affiliate and the denominator of which is for all operating companies and affected affiliate companies. This ratio is calculated on an annual basis. Any changes in the ratio will be determined no later than May lSt of the following calendar year, and charges to date will be reallocated for any significant changes in the ratio from that used in the prior year.

Revenue Ratio - Based on the sum of the revenue for the iininediately preceding twelve consecutive calendar months, the nuinerator of which is for an operating company or an affected affiliate coinpany and the denominator of which is for all operating companies and affected affiliate companies. This ratio is calculated on an annual basis. Any changes in the ratio will be determined no later than May 1'' of the following calendar year, and charges to date will be reallocated for any significant changes in the ratio from that used in the prior year.

Revenue, Total Assets and Number of Employees Ratio - Based on an average of the revenue, total assets and nuinber of employees ratios. This ratio is independently calculated for LG&E and KTJ. The numerator is the suin of Revenue Ratio, Total Assets Ratio and Number of Employees Ratio for the specific company. The denominator is three - the nuinber of ratios being averaged. This ratio is calculated on an annual basis. Any changes in the ratio will be determined no later than May lSt of the following calendar year, arid charges to date will be reallocated for any significant changes in the ratio froin that used in the prior year.

Total Assets Ratio - Based on the total assets at year end for the preceding year. In the event ofjoint ownership of a specific asset, asset ownership percentages are utilized to assign costs. The numerator is the total assets for each specific company at the end of the preceding year. The denominator is the sum of total assets for each company in which an allocator is assigned (LG&E, KTJ and LKC). This ratio is calculated on an annual basis. Any changes in the ratio will be determined no later than May lSt of the following calendar year, and charges to date will be reallocated for any significant changes in the ratio from that used in the prior year.

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U Services Company Cost Allocation

Total Utility Plant Assets Ratio - Based on the total utility plant assets at year end for the preceding year, the numerator of which is for an operating company or affected affiliate company and the denominator of which is for all operating companies and affected affiliate companies. In the event of joint ownership of a specific asset, ownership percentages are utilized to assign costs. This ratio is calculated 011 an arinual basis. Any changes in the ratio will be determined no later than May 1'' of the following calendar year, and charges to date will be reallocated for any significant changes in the ratio from that used in the prior year.

Transportation Resource Management System Chargeback Ratio - Based on the costs associated with providing and operatiiig transportation fleet for all affiliated coiripanies including developing fleet policy, administering regulatory compliance programs, managing repair and maintenance of vehicles and procuring vehicles. Such rates are applied based on the specific equipment employment and the measured usage of services by the various company entities. This ratio is calculated monthly based on the actual transportation charges froin the previous month. The numerator is the department labor charged to a specific company. The denominator is the total labor costs for the specific department. The ratio is then multiplied by the total transportation costs to determine the amount charged to each company.

Utility Ownership Percentages - Based on the contractual ownership percentages of jointly-owned generating units. This ratio is updated as a result of a new jointly-owned generating unit, and is based on the total forecasted energy needs. The numerator is the specific company's forecasted incremental capacity and/or energy needs. The denominator is the total incremental capacity and/or energy needs of all companies.

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OVERVIEW

Servco utilizes Oracle or other financial system in which projecthask combinations are set up to equate to services. In some cases, departments have set up many projectdtasks that map to services. In many cases, there is a one to one relationship between the projectkask and the service. The Oracle system also automatically captures the home company (providing the service) and the charge company (receiving the service). Regardless of the method of reporting, charges related to specific services reside on the company receiving the service and therefore can be identified for billing purposes as well as for preparation of Servco financial statements. This ensures that:

1 . Separation of costs between regulated and non-regulated affiliates will be maintained

2. Intercompany transactions and related billings are structured so that non- regulated activities are not subsidized by regulated affiliates

3. Adequate audit trails exist on the books and records

BILLING POLICIES

Billings for transactions between Servco and affiliates are issued on a timely basis with documentation sufficient to provide the receiving party with enough detail to understand the nature of the billing, the relevant components, and other information as required by affiliates. Financial settlements for transactions are made within 30 days. Interest charges, which are based on market rates for similar maturities of similarly rated entities as of the date of the loan, may apply.

ASSET TRANSFERS

TJnless otherwise permitted by regulatory authority or exception, (i) transfers or sales of assets from regulated affiliates to non-regulated affiliates will be priced at the greater of cost or fair market value; (ii) transfers or sales of assets fiom non-regulated affiliates to regulated affiliates will be priced at the lower of cost or fair market value and (iii) transfers of assets between regulated affiliates shall be priced at no more than cost less depreciation. Settlement of liabilities will be treated in the same manner.

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TIME DISTRIBUTION

Servco has three methods of distribution to record employee salaries and wages while providing services for the affiliated entities: Positive time reporting, allocation time reporting and exception time reporting. Each department’s job activities will dictate the time reporting method used.

Positive Time Reporting

Positive time reporting or direct time reporting requires all employees in a department to track all chargeable hours every day. Time inay be charged to the nearest quarter hour.

Departments that have positive time reporting have labor-based activities that are easily trackable given the projectkask code combinations noted above. All employees are given appropriate project numbers that are associated with the service that is being provided. The proper coding for direct assignment of costs is on various source documents, including the Virtual Online Time System (VOL,TS) and disbursement requests. Each department or project manager is responsible for ensuring employees charge the appropriate charge codes for the services performed. This form of time reporting is documented in the VOLTS, which upon completion, is approved by the employees’ immediate supervisor.

Allocation Time Reporting

Allocation time reporting allows for certain departments to set up a predefined allocation percentage to affiliated company projecthasks. This is typically the case when the depai-tinent is transaction-based, therefore, performing routine, similar tasks benefiting multiple affiliates. Each department will use its ratio (see ratio assignment listing in section V) that was assigned by its Budget Coordinator to allocate the appropriate time to individual charge numbers that are associated to that department’s services. Unless otherwise permitted by regulatory authority or exception, the selection of ratios and the calculation of allocation percentages should be derived from or bear relationship to an empirical analysis of a prior representative period. These allocation percentages are reviewed on an annual basis to update to actual allocation percentages when needed.

Exception Time Reporting

If an employee was working on a completely new project that had not been defined within the monthly or annual allocation process, then the employee would be given the new allocation with projecthask code, update hidher time allocation accordingly and get hidher manager’s approval. If an allocation froin a previous pay period needs to be adjusted then that correction can be entered into the VOLTS by using the “in and out” function.

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