Edgar Filing: E ON AG

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.

FORM U-9C-3

QUARTERLY REPORT PURSUANT TO RULE 58 OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
For the Quarterly Period Ended March 31, 2003

E.ON AG
E.ON US Holding GmbH
E.ON US Investments Corp.
(Name of Registered Holding Company)

E.ON AG
E.ON-Platz 1
40479 Dusseldorf
Germany
(Address of Principal Executives Offices)

Inquiries concerning this Form U-9C-3 may be directed to:

Ulrich Hueppe
General Counsel, Executive Vice President
Dr. Guntram Wuerzberg
Vice President General Legal Affairs
E.ON AG
E.ON-Platz 1
40479 Dusseldorf
Germany

E.ON AG

FORM U-9C-3
For the Quarter Ended March 31, 2003

Table of Contents

Item 1.	—	ORGANIZATION CHART	1
Item 2.	—	ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS	6
Item 3.	—	ASSOCIATED TRANSACTIONS	7
Item 4.	—	SUMMARY OF AGGREGATE INVESTMENT	10
Item 5.	—	OTHER INVESTMENTS	11
Item 6.	—	FINANCIAL STATEMENTS AND EXHIBITS	12

This report covers the quarter ended March 31, 2003.

Item 1.—ORGANIZATION CHART

Name of Reporting Company					Energy or Gas-related Company	Date of Organization	State/Country of Organization	Percentage of Voting Securities Held		Nature of Business
E.ON AG					(a)	6/16/00	Germany	n/a		Holding Company
E.ON US Holding GmbH⁺					(a)		Germany	100	%	Holding Company
E.ON US Investments Corp.⁺					(a)	12/2/00	Delaware	100	%	Holding Company
	LG&E Energy Corp.				(a)	11/14/89	Kentucky	100	%	Holding Company (exempt)
		LG&E Energy Marketing Inc.			Energy	4/18/84	Oklahoma	100	%	Power Marketing
			Woodlands Technology, LLC		Energy		Texas	15	%	Development of software for energy-marketing activities
		LG&E Capital Corp. (LCC)			(a)	4/26/91	Kentucky	100	%	Non-Utility Holding Company
			LG&E Credit Corp.		Energy	7/11/97	Kentucky	100	%	Consumer Lending Services
			LG&E Home Services Inc.		Energy	1/22/96	Kentucky	100	%	Appliance Repair and Warranty
			Airborne Pollution Control Inc.		Energy	12/10/98	Alberta, Canada	4.9	%	Pollution and Waste Control Technology
			FSF Minerals Inc.		Energy	12/28/98	Kentucky	100	%	Owner of Coal Reserves
			LG&E Capital Trimble County LLC		Energy	4/6/01	Delaware	100	%	Lease and purchase of combustion turbine
			LG&E Energy Privatization Services Inc.		*	7/13/98	Kentucky	100	%	Inactive
			LG&E International Inc.		Energy	11/8/93	Delaware	100	%	Management and Holding Company
				LG&E Power Services LLC	—	6/29/01	Delaware	100	%	Power facilities management and operations
			WKE Corp.		(a)	5/1/98	Kentucky	100	%	Investment Holding Company
				LCC LLC	Energy	3/2/99	Kentucky	100	%	Owns Options on Mineral Rights
				FCD LLC	Energy	2/17/00	Kentucky	100	%	Owns Options and Actual Riparian Rights
				Excalibur Development LLC	*	2/17/00	Kentucky	100	%	Inactive
			LG&E Power Inc.		(a)	5/7/80	Delaware	100	%	Holding Company for Non-Utility Investments
			LG&E Power Engineers and Constructors Inc.		*	3/5/80	California	100	%	Engineering and Project Management (Inactive)
			LG&E Power Constructors Inc.		*	6/29/81	California	100	%	Inactive
			LG&E Power Operations Inc.		Energy	6/8/82	California	100	%	Power Project Ownership, Management & Development

HD/WS Corporation

12/11/85

California

100

Inactive

LG&E-Westmoreland Rensselaer

6/15/92

California

Inactive

LG&E Power 5 Incorporated

3/31/83

California

100

Inactive

Babcock-Ultrapower West Enfield

unknown

California

% gp

Inactive

Babcock-Ultrapower Jonesboro

unknown

California

% gp

Inactive

LG&E Power 14-Buena Vista

unknown

California

% gp

Inactive

LG&E Power 16 Incorporated

(a)

8/3/99

California

100

Indirect Owner of Generation Facilities

LG&E Power Roanoke Incorporated

(a)

8/3/89

California

100

Indirect Owner of Generation Facilities

LG&E Roanoke Valley LP

(a)

3/14/90

California

1
99

%gp¹
%lp²

Indirect Owner of Generation Facilities

Erie Power Partners L.P.

unknown

California

1
49

% gp
% lp

Inactive

LG&E Power 21 Incorporated

(a)

11/16/90

California

100

Indirect Owner of Generation Facilities

LG&E Power 21 Wind Incorporated

(a)

12/23/93

California

100

Indirect Owner of Generation Facilities

LG&E Power 21 L.P.

(a)

12/27/93

California

1
99

%gp³
%lp⁴

Indirect Owner of Power Generation Facilities

LG&E Power 31 Incorporated

(a)

12/19/94

California

100

Indirect Owner of Generation Facilities

LQ GP, LLC

(a)

3/17/01

Delaware

Indirect Owner of Generation Facilities

LG&E Power 31 Wind Incorporated

(a)

12/19/94

California

100

Indirect Owner of Generation Facilities

LG&E Power 31 L.P.

(a)

12/94

California

1
99

%gp⁵
%lp⁶

Indirect Owner of Generation Facilities

LQC LP LLC

(a)

3/17/00

Delaware

33¹/3

Indirect Owner of Generation Facilities

American Power Incorporated

4/9/87

California

100

Former Investor in EWG

LG&E Power Development Inc.

Energy

12/12/84

California

100

Development of QFs and EWGs

LG&E Crown Inc.

Gas

4/14/2000

Delaware

100

Prior Owner of Investment in Gas Gathering, Processing and Storage Facilities; Inactive

LG&E Minor Facilities Inc.

Gas

4/14/2000

Delaware

100

Prior Owner of Investment in Gas Gathering, Processing and Storage Facilities; Inactive

Power Tex Parent Inc.

Gas

4/14/2000

Delaware

100

Prior Owner of Investment in Gas Gathering, Processing and Storage Facilities; Inactive

Llano Gathering Inc.

Gas

4/20/2000

New Mexico

100

Prior Owner of Investment in Gas Gathering, Processing and Storage Facilities; Inactive

Llano Storage Inc.

Gas

4/20/2000

New Mexico

100

Prior Owner of Investment in Gas Gathering, Processing and Storage Facilities; Inactive

Ultrasystems Construction Co. Inc.

12/26/45

California

100

Inactive

HD Energy Corporation

12/24/90

Delaware

100

Inactive

Hadson Financial Corporation

6/25/89

Delaware

100

Inactive

LG&E Power Gregory I Inc.

(a)

3/30/78

New Mexico

100

Indirect Owner of Power Project

Gregory Power Partners LP

Energy

6/1/98

Texas

1
49

% gp⁷
% lp⁸

Owner and Developer of Power Project

LG&E Power Gregory II Inc.

(a)

5/18/98

Delaware

100

Indirect Owner of Power Project

Gregory Partners LLC

Energy

6/2/98

Texas

1
49

%⁹
%¹⁰

Owner and Developer of Power Project

LG&E Power Gregory III Inc.

(a)

5/18/98

Delaware

100

Indirect Owner of Power Project

LG&E Power Gregory IV Inc.

(a)

5/18/98

Delaware

100

Indirect Owner of Power Project

LG&E Natural Industrial Marketing Co.

Energy

12/20/83

Colorado

100

Natural Gas Marketing and Transmission

Hadson Fuels, Inc.

4/22/80

Oklahoma

100

Inactive

LG&E Natural Canada Inc.

1/15/86

Canada

100

Inactive

LG&E Fuels Services Inc.

Energy

7/2/98

Delaware

100

Investment in Alternative Fuels

KUCC Grimes Corporation.

Energy

7/6/98

Delaware

100

Former investor in QF development

KUCC Grimes GP Corporation

Energy

7/6/98

Delaware

100

Former investor in QF development

KUCC Grimes LP Corporation

Energy

7/6/98

Delaware

100

Former investor in QF development

KUCC Paris Corporation

(a)

6/20/94

Kentucky

100

Indirect Owner of Investment in Power Project

Tenaska III Partners Ltd.

(a)

unknown

Texas

Indirect Investment in QF

Tenaska III Texas Partners

Energy

unknown

Texas

.06

Interest in QF

KUCC Ferndale Corporation

(a)

7/12/94

Kentucky

100

Indirect Owner of Investment in Power Project

Tenaska Washington Partners L.P.

Energy

unknown

Washington

Tenaska Washington Partners II, L.P.

—

KUCC Portland 34 Corporation

(a)

8/15/94

Kentucky

100

Inactive

Portland 34 LTD Corporation

(a)

9/20/94

Kentucky

100

Inactive

Portland 34 L.P.

unknown

Kentucky

100

Inactive

KUCC Development Corporation

1/31/95

Kentucky

100

Inactive

KU Solutions Corporation

Energy

11/21/95

Kentucky

100

Energy Marketing and Services

+: Ownership of Powergen US Investments Corp. was transferred from the chain of companies under Powergen plc to a direct subsidiary of E.ON AG during the first quarter of 2003; Powergen US Investments Corp. changed its name to E.ON US Investments Corp. on March 3, 2003.
(a): Directly or indirectly holds securities in energy-related companies
*: Inactive
gp: general partnership interest
lp: limited partnership interest
1: directly held by LG&E Power 16 Incorporated
2: directly held by LG&E Power Roanoke Incorporated
3: directly held by LG&E Power 21 Incorporated
4: directly held by LG&E Power 21 Wind Incorporated
5: directly held by LG&E Power 31 Incorporated
6: directly held by LG&E Power 31 Wind Incorporated
7: directly held by LG&E Power Gregory IV Inc.
8: directly held by LG&E Power Gregory I Inc.
9: directly held by LG&E Power Gregory III Inc.
10: directly held by LG&E Power Gregory II Inc.

Narrative Description of Activities of Each
Reporting Company during Period

LG&E Energy Marketing Inc. conducts asset-based energy marketing and trading activities, including brokering and marketing of electric power and natural gas.

LG&E Capital Corp., directly and through it subsidiaries and affiliates, including WKE Corp., LG&E Power Inc., LG&E Power Operations Inc. and other subsidiaries, is a holding company for non-utility domestic energy and energy related operations, investments, activities and services. These include domestic power generation facilities in Washington (the KUCC Ferndale entities), Texas (the KUCC Paris entities) and Oregon (the Portland 34 entities), all of which are, or are planning to apply to be, EWG's, QF's or both.

LG&E Credit Corp. and LG&E Home Services Inc. formerly provided energy-related financing, appliance repair, consumer lighting and other services to customers.

WKE Corp. and its subsidiaries lease and operate power generation facilities in western Kentucky and associated facilities, including coal or fuel related assets.

LG&E Power Inc. conducts non-utility domestic energy operations and activities through its subsidiaries and affiliates. These interests or operations relate to domestic power generation facilities in North Carolina (the Power Roanoke entities), California-Minnesota (the Power 21 entities) and Texas (the Power 31 and Power Gregory entities), all of which are, or are planning to apply to be, EWG's, QF's or both.

LG&E International Inc. owns interests in FUCOs in Argentina and Spain. A subsidiary, LG&E Power Services LLC, provides operation and maintenance services pursuant to contracts with affiliated and unaffiliated domestic power generation facilities in North Carolina, California, Minnesota, Texas and Virginia.

Item 2.—ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS

Company Issuing Security		Type of Security Issued		Principal Amount of Security			Issue or Renewal		Cost of Capital		Person to Whom Security was Issued		Collateral Given with Security		Consideration Received for Each Security
LG&E Capital Corp.		Intercompany Loan		$	15,300,000		—				Due to Affiliates		N/A		—
LG&E Energy Marketing, Inc.		Intercompany Loan		$	51,661,000		—				Due to Affiliates		N/A		—

*: Reflects net change in intercompany loans during the reporting period.

With respect to transactions with an associate company:

Company Contributing Capital		Company Receiving Capital		Amount of Capital Contribution
None.

Item 3.—ASSOCIATED TRANSACTIONS

Part I.—Transactions Performed by Reporting Companies on behalf of Associate Companies.

Reporting Company Rendering Services	Associate Company Receiving Services	Types of Services Rendered	Direct Costs Charged	Total Amount Billed
Enertech	Services Company	Miscellaneous services	67,195	67,195
		Labor Related	1,534	1,534
Enertech	LCC	Miscellaneous services	1,581,637	1,581,637
FCD LLC	Services Company	Miscellaneous services	1,871	1,871
Home Services	Services Company	Miscellaneous services	8,129	8,129
Home Services	LG&E Utility	Miscellaneous services	26,907	26,907
Home Services	LCC	Miscellaneous services	37,579	37,579
Home Services	LEC	Miscellaneous services	16,368	16,368
Home Services	Kentucky Utilities	Miscellaneous services	478	478
LEM	LCC	Miscellaneous services	343,602	343,602
LEM	LEC	Miscellaneous services	7,220	7,220
LG&E Power Inc.	LG&E Power Development Inc.	Convenience payments	160	160
LG&E Power Inc.	LG&E Power Engineers & Constructors Inc.	Convenience payments	355	355
LG&E Power Inc.	LG&E Power Constructors Inc.	Convenience payments	355	355
LG&E Power Inc.	LG&E Power Services LLC	Miscellaneous services	176,386	176,386
		Convenience payments	148,304	148,304
LG&E Power Inc.	LG&E Power Operations Inc.	Labor related	41,976	41,976
		Miscellaneous services	290,874	290,874
		Convenience payments	12,216	12,216
LG&E Power Inc.	LG&E Energy Marketing	Miscellaneous services	2,897	2,897
LG&E Power Inc.	LG&E Natural Marketing	Miscellaneous services	11,347	11,347
LG&E Power Inc.	Llano Gathering	Convenience payments	9,462	9,462
LG&E Power Inc.	WKEC	Miscellaneous services	84	84
LG&E Power Engineers & Constructors Inc.	LG&E Power Inc.	Miscellaneous services	631	631
LG&E Power Services LLC	LG&E Power Inc.	Convenience payments	3,580	3,580
		Labor related	858	858
LG&E Power Services LLC	LG&E Power Operations Inc.	Convenience payments	6,814	6,814
LG&E Power Services LLC	LG&E Energy Marketing	Convenience payments	50	50
LG&E Power Operations	LG&E Power Development Inc.	Miscellaneous services	11	11
		Convenience payments	21,479	21,479
LG&E Power Operations	LG&E Power Roanoke Inc.	Convenience payments	617	617
LG&E Power Operations	LG&E Power 21 Wind Inc.	Miscellaneous services	811,696	811,696
LG&E Power Operations	LG&E Power 21 Inc.	Miscellaneous services	9,474	9,474
		Convenience payments	800	800
LG&E Power Operations	LG&E Power 31 Inc.	Convenience payments	800	800
LG&E Power Operations	LG&E Power Gregory I	Miscellaneous services	1,572,710	1,572,710
		Convenience payments	2,048	2,048

LG&E Power Operations	LG&E Power Services LLC	Labor related	25,079	25,079
LG&E Power Gregory II	LG&E Power Operations	Miscellaneous services	684,758	684,758
LG&E Power Gregory III	LG&E Power Operations	Miscellaneous services	13,975	13,975
LG&E Power Gregory IV	LG&E Power Operations	Miscellaneous services	478	478
Llano Gathering	LG&E Power Inc.	Miscellaneous services	75,291	75,291
KUCC Ferndale	LEC	Miscellaneous services	678,500	678,500
KUCC Paris	LEC	Miscellaneous services	1,176,354	1,176,354
KU Solutions	LCC	Miscellaneous services	1,615	1,615
KU Solutions	Kentucky Utilities	Labor related	7,909	7,909
LCC LLC	LEC	Miscellaneous services	3,772	3,772
LCC LLC	Services Company	Miscellaneous services	1,004	1,004
FCD LLC	LCC	Miscellaneous services	2,408	2,408

Part II—Transactions Performed by Associate Companies on behalf of Reporting Companies.

Reporting Company Rendering Services	Associate Company Receiving Services	Types of Services Rendered	Direct Costs Charged	Indirect Costs Charged	Total Amount Billed
LG&E Utility	Home Services	Miscellaneous services	42		42
Kentucky Utilities	KU Solutions	Labor related	69,068		69,068
		Convenience payments	45,190		45,190
Services Company	Enertech	Miscellaneous services	343,309	2	343,311
Services Company	Home Services	Miscellaneous services	995		995
Services Company	KU Solutions	Miscellaneous services	698		698
Services Company	FSF Minerals Inc.	Miscellaneous services	322		322
Services Company	FCD LLC	Miscellaneous services	2,205		2,205
Services Company	LG&E Power Inc.	Miscellaneous services	1,046,158	46,253	1,092,411
Services Company	LEM	Miscellaneous services	1,762,063	379,219	2,141,282
WKEC	FCD LLC	Miscellaneous services	176		176
LEC	FCD LLC	Miscellaneous services	10,689		10,689
LEC	KU Solutions	Miscellaneous services	11,768		11,768
LCC	Enertech	Miscellaneous services	1,137,187		1,137,187
LCC	FSF Minerals Inc.	Miscellaneous services	67,299		67,299
LCC	LCC LLC	Miscellaneous services	7,206		7,206
LCC	FCD LLC	Miscellaneous services	80,554		80,544
LG&E Power Development	LG&E Power Inc.	Miscellaneous services	13		13
LG&E Power Constructors Inc.	LG&E Power Inc.	Miscellaneous services	631		631
HD Energy Corp.	LG&E Power Inc.	Miscellaneous services	13,380		13,380
LG&E Power Development Inc.	LG&E Power Operations	Labor related	4,414		4,414
LG&E Power 16 Inc.	LG&E Power Operations	Miscellaneous services	17,295		17,295
LG&E Power Roanoke	LG&E Power Operations	Miscellaneous services	1,717,964		1,717,964
LG&E Power 31 Inc.	LG&E Power Operations	Miscellaneous services	6,779		6,779
LG&E Power 31 Wind Inc.	LG&E Power Operations	Miscellaneous services	326,040		326,040
LG&E Power Spain Inc.	LG&E Power Operations	Miscellaneous services	113,045		113,045

Company Names:
LEC		LG&E Energy Corp.
LCC		LG&E Capital Corp.
LG&E Utility		Louisville Gas and Electric Company
Kentucky Utilities		Kentucky Utilities Company
WKEC		Western Kentucky Energy Corp.
Enertech		LG&E Enertech Inc.
Home Services		LG&E Home Services Inc.
KU Solutions		KU Solutions Corporation
LEM		LG&E Energy Marketing Inc.
Services Company		LG&E Energy Services Inc.
LG&E Power Operations		LG&E Power Operations Inc.

Item 4.—SUMMARY OF AGGREGATE INVESTMENT

Investments in energy-related companies:
Total consolidated capitalization as of March 31, 2003	$	125,524,117,000	Line 1
Total capitalization multiplied by 15% (Line 1 multiplied by 0.15)	$	18,828,617,550	Line 2
Greater of $50 million or Line 2	$	18,828,617,550	Line 3

Total current aggregate investment*:
(categorized by major line of energy-related business)
Energy-related business Category—Rule 58(b)(1)(i) (1)	$	0
Energy-related business Category—Rule 58(b)(1)(ii) (2)	$	2,500,000
Energy-related business Category—Rule 58(b)(1)(iv) (3)	$	4,123,093
Energy-related business Category—Rule 58(b)(1)(v) (4)	$	1,032,857,007
Energy-related business Category—Rule 58(b)(1)(vii) (5)	$	21,873,478
Energy-related business Category—Rule 58(b)(1)(viii) (6)	$	71,185,604
Energy-related business Category—Rule 58(b)(1)(ix) (7)	$	6,514,831

Total current aggregate investment	$	1,139,054,013	Line 4

Difference between the greater of $50 million or 15% of capitalization and the total aggregate investment of the registered holding company system (line 3 less line 4)	$	17,689,563,537	Line 5

*: Includes aggregate investment in energy-related companies made prior to March 24, 1997.
(1): Rule 58(b)(1)(i)—the rendering of energy management services and demand-side management services.
(2): Rule 58(b)(1)(ii)—the development and commercialization of electrotechnologies related to energy conservation, storage and conversion, energy efficiency, waste treatment, greenhouse gas reduction, and similar innovations.
(2): Rule 58(b)(1)(iv)—the sale of electric and gas appliances; equipment to promote new technologies, or new applications for existing technologies, that use gas or electricity; and equipment that enables the use of gas or electricity as an alternate fuel; and the installation and servicing thereof.
(3): Rule 58(b)(1)(v)—the brokering and marketing of energy commodities, including but not limited to electricity, natural or manufactured gas and other combustible fuels.
(4): Rule 58(b)(1)(vii)—the sale of technical, operational, management, and other similar kinds of services and expertise, developed in the course of utility operations in such areas as power plant and transmission system engineering, development, design and rehabilitation; construction; maintenance and operation; fuel procurement, delivery and management; and environmental licensing, testing and redemption.
(5): Rule 58(b)(1)(viii)—the development, ownership or operation of "qualifying facilities," as defined under the Public Utility Regulatory Policies Act of 1978, as amended ("PURPA"), and any integrated thermal, steam host, or other necessary facility constructed, developed or acquired primarily to enable the qualifying facility to satisfy the useful thermal output requirements under PURPA.
(6): Rule 58(b)(1)(ix)—the ownership, operation and servicing of fuel procurement, transportation, handling and storage facilities, scrubbers, and resource recovery and waste water treatment facilities.

Investments in gas-related companies:
Total current aggregate investment: (categorized by major line of gas-related business)
Gas-related business Category—Rule 58(b)(2)(i) (1)	$	0
Gas-related business Category—Rule 58(b)(2)(ii) (2)	$	0

Total current aggregate investment	$	0

(1): Rule 58(b)(2)(i)—activities permitted under Section 2(a) of the Gas-Related Activities Act of 1990, 104 Stat. 2810.
(2): Rule 58(b)(2)(ii)—activities specified in Section 2(b) of the Gas-Related Activities Act of 1990, 104 Stat. 2810.

Item 5.—OTHER INVESTMENTS

Major Line of Energy- Related Business	Other Investment in Last U-9C-3 Report		Other Investment in this U-9C-3		Reason for Difference in Other Investment
Gas related businesses	$	21,239,280	$	22,098,277	Changes in intercompany advances from 12/31/02 amounts
Pipeline construction investments (CRC Evans and affiliates)	$	124,303,867	$	127,665,069	Changes in intercompany advances from 12/31/02 amounts.
International investments (Argentine gas distribution and Spanish generation)	$	42,884,019	$	43,011,890	Changes in intercompany advances from 12/31/02 amounts
Consumer credit investments (LG&E Credit Corp)	$	294,035	$	271,008	Changes in intercompany advances from 12/31/02 amounts.
Investment in development of combustion turbines (LG&E Capital Corp.)	$	89,162,271	$	0	Change due to transfer of combustion turbines to regulated utilities.
Investment in special purpose entities used for accounts receivable securitization programs (Louisville Gas & Electric and Kentucky Utilities)	$	57,574,628	$	90,408,829	Change in payables to associated companies from 12/31/02 amounts.
Unregulated generation investments	$	28,679,702*	$	45,007,749	Changes in intercompany advances from 12/31/02 amounts.

*: NOTE: This is a correction from the Form U-9C-3 for the quarter ended December 31, 2002.

Item 6.—FINANCIAL STATEMENTS AND EXHIBITS

A.: Financial Statements:

Exhibit A-1	Financial statements for Reporting Companies for the quarter ended March 31, 2003. (Filed in paper under cover of Form SE; Confidential treatment requested pursuant to Rule 104(b), 17 CFR 250-104(b).)
	FS-1	LG&E Enertech
	FS-2	LG&E Home Services
	FS-3	Hadson Financial (Co. 851)
	FS-4	LG&E Natural Industrial Marketing (Co. 853)
	FS-5	LG&E Natural Canada (Co. 854)
	FS-6	LG&E Natural Marketing Canada (Co. 855)
	FS-7	LG&E Power Inc. Consolidated
	FS-8	LG&E Energy Marketing Inc.
	FS-9	KU Solutions
	FS-10	KUCC Paris Corporation
	FS-11	KUCC Ferndale Corporation
	FS-12	American Power, Inc. (Co. 52)
	FS-13	Llano Gathering Inc. (Co. 930)
	FS-14	Llano Storage Inc. (Co. 931)
	FS-15	LG&E Minor Facilities Inc. (Co. 932)
	FS-16	Power Tex Parent Inc. (Co. 933)
	FS-17	LG&E Crown Inc. (Co. 936)
	FS-18	LG&E Power Engineers and Constructors
	FS-19	LG&E Power Services, Inc.
	FS-20	LG&E Power Operations
	FS-21	Gregory Partners, LLC
	FS-22	Gregory Power Partners, L.P.
	FS-23	LG&E Power Gregory I, Inc.
	FS-24	LG&E Power Gregory II, Inc.
	FS-25	LG&E Power Gregory III, Inc.
	FS-26	LG&E Power Gregory IV, Inc.
	FS-27	FSF Minerals Inc.
	FS-28	LCC LLC
	FS-29	FCD LLC
	FS-30	Westmoreland-LG&E Partners—Rova II

B.: Exhibits:

Exhibit B-1		Copies of contracts required to be provided by Item 3
		None.
Exhibit B-2		Officer's Certification

SIGNATURE

The undersigned registered holding company has duly caused this quarterly report to be signed on its behalf by the undersigned officer thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935.

Date: May 29, 2003	E.ON AG
	By:	/s/ ULRICH HUEPPE Name: Ulrich Hueppe Title: Executive Vice President
	By:	/s/ KARL-HEINZ FELDMAN Name: Karl-Heinz Feldman Title: Corporate Counsel

Exhibit B-2

CERTIFICATE

I hereby certify that the Form U-9C-3 for E.ON AG for the previous quarter has been provided to the state commissions listed below:

Kentucky Public Service Commission
211 Sower Boulevard
Frankfurt, KY 40601

Virginia State Corporation Commission
1300 E. Main Street
Richmond, VA 23219

Date: May 29, 2003	E.ON AG
	By:	/s/ ULRICH HUEPPE Name: Ulrich Hueppe Title: Executive Vice President
	By:	/s/ KARL-HEINZ FELDMAN Name: Karl-Heinz Feldman Title: Corporate Counsel

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Table of Contents

Item 1.—ORGANIZATION CHART

Narrative Description of Activities of Each Reporting Company during Period

Item 2.—ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS

Item 3.—ASSOCIATED TRANSACTIONS

Item 4.—SUMMARY OF AGGREGATE INVESTMENT

Item 5.—OTHER INVESTMENTS

Item 6.—FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURE
CERTIFICATE