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Louisville Gas and Electric Company

On September21, 2015, Louisville Gas and Electric Company (LG&E) entered into an underwriting agreement (the LG&E Underwriting Agreement) with BNP Paribas Securities Corp., Goldman, Sachs& Co., J.P. Morgan Securities LLC, and Mizuho Securities USA Inc., as representatives of the several underwriters, relating to the offering and sale by LG&E of $300 million of 3.300% First Mortgage Bonds Series due 2025 (the LG&E 2025 Bonds) and $250 million of 4.375% First Mortgage Bonds due 2045 (the LG&E 2045 Bonds and, together with the LG&E 2025 Bonds, the LG&E Bonds).

The LG&E Bonds were issued on September28, 2015, under LG&Es Indenture (the LG&E Indenture), dated as of October1, 2010, to The Bank of New York Mellon, as trustee, as previously supplemented and as supplemented by Supplem ental Indenture No.4 thereto (the LG&E Supplemental Indenture), dated as of September1, 2015 (collectively, the LG&E Indenture). The LG&E Bonds will be secured by the lien of the LG&E Indenture, which creates, subject to certain exceptions and exclusions, a lien on substantially all of LG&Es real and tangible personal property located in Kentucky and used or to be used in connection with the generation, transmission and distribution of electricity and the storage, transportation and distribution of natural gas, as described therein.

The LG&E 2025 Bonds are due October1, 2025, subject to early redemption, and the LG&E 2045 Bonds are due October1, 2045, subject to early redemption. LG&E will use the net proceeds from the sale of the LG&E Bonds to repay short term debt, for the repayment of $250 million of LG&Es 1.625% First Mortgage Bonds due November15, 2015 and for other general corporate purposes.

The LG&E Bonds were offered and sold under LG&Es Registration Statement on Form S-3 on file with the Securities and Exchange Commission (Registration No.333-202290-03).

A copy of the LG&E Underwriting Agreement is attached as Exhibit 1(a) to this report and incorporated herein by reference. The LG&E Supplemental Indenture and LG&E Officers Certificates are filed with this report as Exhibits 4(a), 4(c) and 4(d), respectively.

Kentucky Utilities Company

On September21, 2015, Kentucky Utilities Company (KU) entered into an underwriting agreement (the KU Underwriting Agreement) with J.P. Morgan Securities LLC, Mitsubishi UFJ...


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