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                                                                Exhibit 99.01

Cautionary Factors for Louisville Gas and Electric Company and Kentucky
Utilities Company

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements to encourage such disclosures without the
threat of litigation providing those statements are identified as
forward-looking and are accompanied by meaningful, cautionary statements
identifying important factors that could cause the actual results to differ
materially from those projected in the statement. Forward-looking statements
have been and will be made in written documents and oral presentations of
Powergen plc ("Powergen"), LG&E Energy Corp. ("LG&E Energy"), Louisville Gas
and Electric Company ("LG&E") and Kentucky Utilities Company ("KU") (the
latter entities, LG&E and KU, collectively, the "Companies"). Such statements
are based on management's beliefs as well as assumptions made by and
information currently available to management. When used in the Companies'
documents or oral presentations, the words "anticipate," "estimate,"
"expect," "objective" and similar expressions are intended to identify
forward-looking statements. In addition to any assumptions and other factors
referred to specifically in connection with such forward-looking statements,
factors that could cause the Companies' actual results to differ materially
from those contemplated in any forward-looking statements include, among
others, the following:

*        Increased competition in the utility, natural gas and electric power
         marketing industries, including effects of: decreasing margins as a
         result of competitive pressures; industry restructuring initiatives;
         transmission system operation and/or administration initiatives;
         recovery of investments made under traditional regulation; nature of
         competitors entering the industry; retail wheeling; a new pricing
         structure; and former customers entering the generation market;

*        Changing market conditions and a variety of other factors associated
         with physical energy and financial trading activities including, but
         not limited to, price, basis, credit, liquidity, volatility, capacity,
         transmission, currency, interest rate and warranty risks;

*        Risks associated with price risk management strategies intended to
         mitigate exposure to adverse movement in the prices of electricity and
         natural gas on both a global and regional basis;

*        Legal, regulatory, public policy-related and other developments which
         may result in redetermination, adjustment


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         or cancellation of revenue payment streams paid to, or increased
         capital expenditures or operating and maintenance costs incurred by,
         the Companies, in connection with rate, fuel, transmission,
         environmental and other proceedings applicable to the Companies;

*        Legal, regulatory, economic and other factors which may result in
         redetermination or cancellation of revenue payment streams under power
         sales agreements resulting in reduced operating income and potential
         asset impairment related to the Companies' investments in independent
         power production ventures, as applicable;

*        Economic conditions including inflation rates and monetary
         fluctuations;

*        Trade, monetary, fiscal, taxation, and environmental policies of
         governments, agencies and similar organizations in geographic areas
         where the Companies have a financial interest;

*        Customer business conditions including demand for their products or
         services and supply of labor and materials used in creating their
         products and services;

*        Financial or regulatory accounting principles or policies imposed by
         the Financial Accounting Standards Board, the Securities and Exchange
         Commission, the Federal Energy Regulatory Commission, state public
         utility commissions, state entities which regulate natural gas
         transmission, gathering and processing and similar entities with
         regulatory oversight;

*        Availability or cost of capital such as changes in: interest rates,
         market perceptions of the utility and energy-related industries, the
         Companies or any of their subsidiaries or security ratings;

*        Factors affecting utility and non-utility operations such as unusual
         weather conditions; catastrophic weather-related damage; unscheduled
         generation outages, unusual maintenance or repairs; unanticipated
         changes to fossil fuel, or gas supply costs or availability due to
         higher demand, shortages, transportation problems or other
         developments; environmental incidents; or electric transmission or gas
         pipeline system constraints;

*        Employee workforce factors including changes in key executives,
         collective bargaining agreements with union employees, or work
         stoppages;

*        Rate-setting policies or procedures of regulatory entities, including
         environmental externalities;


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*        Social attitudes regarding the utility, natural gas and power
         industries;

*        Identification of suitable investment opportunities to enhance
         shareholder returns and achieve long-term financial objectives through
         business acquisitions;

*        Some future project investments made by the Companies, respectively, as
         applicable, could take the form of minority interests, which would
         limit the Companies' ability to control the development or operation of
         the project;

*        Legal and regulatory delays and other unforeseeable obstacles
         associated with mergers, acquisitions and investments in joint
         ventures;

*        Costs and other effects of legal and administrative proceedings,
         settlements, investigations, claims and matters, including but not
         limited to those described in Notes 3, 12 and 16 (for LG&E) and Notes
         3, 11 and 14 (for KU) of the respective Notes to Financial Statements
         of the Companies' Annual Reports on Form 10-K for the year ended
         December 31, 2000, and items under the caption Commitments and
         Contingencies;

*        Technological developments, changing markets and other factors that
         result in competitive disadvantages and create the potential for
         impairment of existing assets;

*        Factors associated with non-regulated investments, including but not
         limited to: continued viability of partners, foreign government
         actions, foreign economic and currency risks, political instability in
         foreign countries, partnership actions, competition, operating risks,
         dependence on certain customers, third-party operators, suppliers and
         domestic and foreign environmental and energy regulations;

*        Other business or investment considerations that may be disclosed from
         time to time in the Companies' Securities and Exchange Commission
         filings or in other publicly disseminated written documents;

*        Factors affecting the realization of anticipated cost savings
         associated with the merger between LG&E Energy and KU Energy
         Corporation including national and regional economic conditions,
         national and regional competitive conditions, inflation rates, weather
         conditions, financial market conditions, and synergies resulting from
         the business combination;

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*        Factors associated with market conditions in the pipeline construction
         and repair industry, both national and international, including,
         general levels of industry activity, fuels and liquids price levels,
         competition, foreign economic, currency, regulatory and operating risks
         and dependence on certain customers, suppliers and operators;

*        Factors associated with, resulting from or affecting the merger
         transaction between LG&E Energy and Powergen, including the integration
         of the existing business and operations of LG&E and KU as part of the
         Powergen group of companies thereunder, as well as national and
         international economic, financial market, regulatory and industry
         conditions or environments applicable to Powergen and its subsidiaries,
         including LG&E and KU, in the future.

The Companies undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.