Great Plains Energy has several real estate properties that will not be used. As a result, these real estate properties are available for immediate sale in their present condition and management is actively marketing these properties. The carrying amounts for these assets are presented at fair value less estimated selling cost and are included in assets held for sale on Great Plains Energy’s balance sheets. In March 2010, one of the properties was sold for $0.6 million resulting in an insignificant loss on the sale. Of the $18.8 million of assets held for sale at March 31, 2010, $14.4 million is included in the electric utility segment and the remaining $4.4 million is included in the other category.
KCP&L owns 47% of Wolf Creek, its only nuclear generating unit. Wolf Creek is regulated by the Nuclear Regulatory Commission (NRC), with respect to licensing, operations and safety-related requirements.
Under the Nuclear Waste Policy Act of 1982, the Department of Energy (DOE) is responsible for the permanent disposal of spent nuclear fuel. KCP&L pays the DOE a quarterly fee of one-tenth of a cent for each kWh of net nuclear generation delivered and sold for the future disposal of spent nuclear fuel. These disposal costs are charged to fuel expense. In March 2010, the DOE filed a motion to withdraw its application to the NRC to construct a national repository for the disposal of spent nuclear fuel and high-level radioactive waste at Yucca Mountain, Nevada, which would bring the licensing process to an end. The question of DOE’s legal authority to withdraw its license application is now pending both at the NRC and in multiple lawsuits filed with a federal appellate court. Wo lf Creek has an on-site storage facility designed to hold all spent fuel generated at the plant through 2025, and believes it will be able to expand on-site storage as needed past 2025. Management cannot predict when, or if, an alternative disposal site will be available to receive Wolf Creek’s spent nuclear fuel and will continue to monitor this activity. See Note 12 for a related legal proceeding.
Wolf Creek disposes of most of its low-level radioactive waste (Class A waste) at an existing third-party repository in Utah. Management expects that the site located in Utah will remain available to Wolf Creek for disposal of its Class A waste. Wolf Creek has contracted with a waste processor that will process, take title and store in another state most of the remainder of Wolf Creek’s low level radioactive waste (Classes B and C waste, which is higher in radioactivity but much lower in volume). Should on-site waste storage be needed in the future, Wolf Creek has current storage capacity on site for about four years’ generation of Classes B and C waste.
The weighted average maturity of debt securities held by the trust at March 31, 2010, was approximately 7 years. The costs of securities sold are determined on the basis of specific identification. The following table summarizes the gains and losses from the sale of securities by the nuclear decommissioning trust fund.
In December 2009, KCP&L filed a request with The State Corporation Commission of the State of Kansas (KCC) for an annual rate increase of $55.2 million. The request included costs related to Iatan No. 2, a new coal-fired generation unit, upgrades to the transmission and distribution system to improve reliability and overall increased costs of service. KCP&L requested a return on equity of 11.25% based upon a capital structure of 46.17% equity. Any authorized changes to retail rates are expected to be effective late in the fourth quarter of 2010 or early first quarter 2011. KCP&L and GMO expect to file rate cases in Missouri in the second quarter of 2010 to include costs related to Iatan No. 2, upgrades to the transmission and distribution system to improve reliability and overall inc reased costs of service. Any authorized changes to retail rates are expected to be effective in the second quarter of 2011.
KCP&L’s Comprehensive Energy Plan – Iatan No. 2
The increase in the cost estimate ranges is primarily due to the shift in the expected in-service date, the impact of lower wholesale prices on expected test power revenues that offset construction cost, and a level of contingency management considers appropriate in light of recent start-up events encountered at other coal plants under construction.
KCP&L agreed in the Collaboration Agreement to pursue increasing its wind generation capacity by 100MW by the end of 2010 and by an additional 300MW of wind generation capacity by the end of 2012, subject to regulatory approval. KCP&L owns thirty-two turbines with a book value of approximately $87 million. In December 2009, KCP&L issued requests for proposals to add up to 300MW of wind generation in the 2010 – 2011 timeframe under purchase power agreements and/or the combination of purchase power agreements and arrangements where KCP&L would own and operate the facilities after development and construction. KCP&L expects that the thirty-two turbines it already owns will be utilized in one of the projects under proposal. KCP&L is evaluating the proposals and anticipa tes entering into a 100MW power purchase agreement for deliveries starting by the end of 2010.
In November 2009, the Southwest Power Pool, Inc. (SPP) and the North American Electric Reliability Corporation (NERC) conducted scheduled audits of KCP&L and GMO regarding compliance with NERC reliability and critical infrastructure protection standards. KCP&L and GMO have received the final audit report alleging violation of certain standards, which could result in penalties. The timing and amount of such penalties that may be proposed is unknown at this time. The SPP also conducted a compliance inquiry regarding a transmission system outage that occurred in the St. Joseph, Missouri area in the summer of 2009. FERC and NERC are also looking into the circumstances surrounding this transmission system outage. These outage inquiries are at a preliminary stage and their outcome c annot be predicted at this time.
The approval order from the Public Service Commission of the State of Missouri (MPSC) for the GMO acquisition was received on July 1, 2008. Certain parties filed appeals and a motion to stay the order with the Cole County, Missouri, Circuit Court, which affirmed the order in June 2009. This decision has been appealed. The order remains in effect unless reversed by the courts.
Appeals of the May 2007 MPSC order approving an approximate $59 million increase in annual revenues were filed in July and August of 2007 with the Circuit Court of Cole County, Missouri, by the Office of Public Counsel, AG Processing, Sedalia Industrial Energy Users’ Association and AARP seeking to set aside or remand the order of the MPSC. In February 2009, the Circuit Court affirmed the MPSC order. The Circuit Court’s decision was affirmed by the Court of Appeals in August 2009, and the appellants have sought Missouri Supreme Court review. The order remains in effect unless reversed by the courts.
Great Plains Energy’s and KCP&L’s regulatory assets and liabilities are detailed in the following tables.
The Company maintains defined benefit pension plans for substantially all active and inactive employees, including officers, of KCP&L, GMO, and Wolf Creek Nuclear Operating Corporation (WCNOC) and incurs significant costs in providing the plans. Pension benefits under these plans reflect the employees’ compensation, years of service and age at retirement.
KCP&L and GMO record pension expense in accordance with rate orders from the MPSC and KCC that allow the difference between pension costs under generally accepted accounting principles (GAAP) and pension costs for ratemaking to be recognized as a regulatory asset or liability. This difference between financial and regulatory accounting methods is due to timing and will be eliminated over the life of the pension plans.
In addition to providing pension benefits, the Company provides certain post-retirement health care and life insurance benefits for substantially all retired employees of KCP&L, GMO, and WCNOC. The cost of post-retirement benefits charged to KCP&L and GMO are accrued during an employee's years of service and recovered through rates.
For the three months ended March 31, 2010, the Company contributed $4.5 million to the pension plans and expects to contribute an additional $60.3 million in 2010 to satisfy the ERISA funding requirements and the MPSC and KCC rate orders, the majority of which is expected to be paid by KCP&L.
On March 23, 2010, President Obama signed into law The Patient Protection and Affordable Care Act, a comprehensive health care reform bill. Management expects a minimal impact as a result of this new legislation in the short-term but will continue to monitor for any long-term impacts. For the three months ended March 31, 2010, Great Plains Energy and KCP&L recorded a $2.8 million increase in income tax expense for the cumulative change in tax treatment of the Medicare Part D subsidy under this new legislation.
Great Plains Energy’s Long-Term Incentive Plan is an equity compensation plan approved by Great Plains Energy’s shareholders. The Long-Term Incentive Plan permits the grant of restricted stock, stock options, limited stock appreciation rights, director shares, director deferred share units and performance shares to directors, officers and other employees of Great Plains Energy and KCP&L. Forfeiture rates are based on historical forfeitures and future expectations and are reevaluated annually. The following table summarizes Great Plains Energy’s and KCP&L’s equity compensation expense and associated income tax benefits.
Performance share activity for the three months ended March 31, 2010, is summarized in the following table.
Performance adjustment represents the number of shares of common stock related to performance shares ultimately issued that can vary from the number of performance shares initially granted depending on Great Plains Energy’s performance, based on internal and external measures, over stated performance periods.
The fair value of performance share awards is estimated using a Monte Carlo simulation technique that uses the closing stock price at the valuation date and incorporates assumptions for inputs of expected volatilities, dividend yield and risk-free rates. Expected volatility is based on daily stock price change during a historical period commensurate with the remaining term of the performance period of the grant. The risk-free rate is commensurate with the remaining life of the performance period of the grant based on the zero-coupon government bonds in effect at the time of the valuation. The dividend yield is based on the most recent dividends paid and the actual closing stock price on the valuation date. For shares granted for the three months ended March 31, 2010, inputs for expected volatili ty, dividend yield and risk-free rates were 31%, 4.65%, and 1.2%, respectively.
At March 31, 2010, the remaining weighted-average contractual term was 2.1 years. The weighted-average grant-date fair value of shares granted for the three months ended March 31, 2010, was $23.38. There were no performance shares granted for the three months ended March 31, 2009. At March 31, 2010, there was $5.5 million of total unrecognized compensation expense, net of forfeiture rates, related to performance shares granted under the Long-Term Incentive Plan, which will be recognized over the remaining weighted-average contractual term. The total fair value of shares of common stock issued related to performance shares for the three months ended March 31, 2010, was insignificant. There were no shares of common stock issued related to performance shares for the three months ended March 3 1, 2009.
Restricted stock activity for the three months ended March 31, 2010, is summarized in the following table.
At March 31, 2010, the remaining weighted-average contractual term was 1.6 years. The weighted-average grant-date fair value of shares granted for the three months ended March 31, 2010 and 2009, was $17.71 and $19.55, respectively. At March 31, 2010, there was $4.3 million of total unrecognized compensation expense, net of
forfeiture rates, related to nonvested restricted stock granted under the Long-Term Incentive Plan, which will be recognized over the remaining weighted-average contractual term. The total fair value of shares vested for the three months ended March 31, 2010 and 2009, was $4.9 million and $5.3 million, respectively.
The weighted-average grant-date fair value of options exercised for the three months ended March 31, 2010 and 2009, was $9.21 and $11.64 per share, respectively. The aggregate intrinsic value and cash received for options exercised for the three months ended March 31, 2010 and 2009, was insignificant.
The following table summarizes all outstanding and exercisable stock options as of March 31, 2010.
At March 31, 2010, there were no in-the-money outstanding and exercisable options.
Great Plains Energy’s $400 million revolving credit facility with a group of banks expires in May 2011. A default by Great Plains Energy or any of its significant subsidiaries on other indebtedness totaling more than $25.0 million is a default under the facility. Under the terms of this agreement, Great Plains Energy is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the agreement, not greater than 0.65 to 1.00 at all times. At March 31, 2010, Great Plains Energy was in compliance with this covenant. At March 31, 2010, Great Plains Energy had $26.5 million of outstanding cash borrowings with a weighted-average interest rate of 0.68% and had issued letters of credit totaling $15.8 million under the credit facility. At December 31, 2009, Great Plains Energy had $20.0 million of outstanding cash borrowings with a weighted-average interest rate of 0.68% and had issued letters of credit totaling $25.4 million under the credit facility.
KCP&L’s $600 million revolving credit facility with a group of banks to provide support for its issuance of commercial paper and other general corporate purposes expires in May 2011. A default by KCP&L on other indebtedness totaling more than $25.0 million is a default under the facility. Under the terms of the agreement, KCP&L is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the agreement, not greater than 0.65 to 1.00 at all times. At March 31, 2010, KCP&L was in compliance with this covenant. At March 31, 2010, KCP&L had $204.0 million of commercial paper outstanding, at a weighted-average interest rate of 0.45%, $20.9 million of letters of credit outstanding and no outstanding cash borrowings under the facility. At December 31, 2009, KCP&L had $186.6 million of commercial paper outstanding, at a weighted-average interest rate of 0.58%, $20.9 million of letters of credit outstanding and no outstanding cash borrowings under the facility.
GMO’s $400 million revolving credit facility with a group of banks expires in September 2011. A default by GMO, Great Plains Energy or any of its significant subsidiaries on other indebtedness totaling more than $25.0 million is a default under the facility. Under the terms of this agreement, GMO is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the agreement, not greater than 0.65 to 1.00 at all times. At March 31, 2010, GMO was in compliance with this covenant. At March 31, 2010, GMO had $283.0 million of outstanding cash borrowings with a weighted-average interest rate of 1.50%, and had issued letters of credit totaling $16.2 million under the credit facility. At December 31, 2009, GMO had $232.0 million of outstanding cas h borrowings with a weighted-average interest rate of 1.50%, and had issued letters of credit totaling $13.2 million under the credit facility.
| | | | | | | | | | |
| | | | | | March 31 | | | December 31 |
| | Year Due | | 2010 | | | 2009 |
| KCP&L | | | | | (millions) | |
| General Mortgage Bonds | | | | | | | | | |
| 4.90%* EIRR bonds | 2012-2035 | | $ | 158.8 | | | $ | 158.8 | |
| 7.15% Series 2009A (8.59% rate**) | | 2019 | | | | 400.0 | | | | 400.0 | |
| 4.65% EIRR Series 2005 | | 2035 | | | | 50.0 | | | | 50.0 | |
| 5.125% EIRR Series 2007A-1 | | 2035 | | | | 63.3 | | | | 63.3 | |
| 5.00% EIRR Series 2007A-2 | | 2035 | | | | 10.0 | | | | 10.0 | |
| 5.375% EIRR Series 2007B | | 2035 | | | | 73.2 | | | | 73.2 | |
| Senior Notes | | | | | | | | | | | |
| 6.50% Series | | 2011 | | | | 150.0 | | | | 150.0 | |
| 5.85% Series (5.72% rate**) | | 2017 | | | | 250.0 | | | | 250.0 | |
| 6.375% Series (7.49% rate**) | | 2018 | | | | 350.0 | | | | 350.0 | |
| 6.05% Series (5.78% rate**) | | 2035 | | | | 250.0 | | | | 250.0 | |
| EIRR Bonds | | | | | | | | | | | |
| 4.90% Series 2008 | | 2038 | | | | 23.4 | | | | 23.4 | |
| Other | 2010-2018 | | | 3.5 | | | | 3.5 | |
| Current maturities | | | | | | (0.2 | ) | | | (0.2 | ) |
| Unamortized discount | | | | | | (2.1 | ) | | | (2.1 | ) |
| Total KCP&L | | | | | | 1,779.9 | | | | 1,779.9 | |
| | | | | | | | | | | | |
| GMO | | | | | | | | | | | |
| First Mortgage Bonds | | | | | | | | | | | |
| 9.44% Series | 2011-2021 | | | 12.4 | | | | 13.5 | |
| Pollution Control Bonds | | | | | | | | | | | |
| 5.85% SJLP Pollution Control | | 2013 | | | | 5.6 | | | | 5.6 | |
| 0.249%*** Wamego Series 1996 | | 2026 | | | | 7.3 | | | | 7.3 | |
| 1.545%*** State Environmental 1993 | | 2028 | | | | 5.0 | | | | 5.0 | |
| Senior Notes | | | | | | | | | | | |
| 7.95% Series | | 2011 | | | | 137.3 | | | | 137.3 | |
| 7.75% Series | | 2011 | | | | 197.0 | | | | 197.0 | |
| 11.875% Series | | 2012 | | | | 500.0 | | | | 500.0 | |
| 8.27% Series | | 2021 | | | | 80.9 | | | | 80.9 | |
| Fair Value Adjustment | | | | | | 75.9 | | | | 84.5 | |
| Medium Term Notes | | | | | | | | | | | |
| 7.16% Series | | 2013 | | | | 6.0 | | | | 6.0 | |
| 7.33% Series | | 2023 | | | | 3.0 | | | | 3.0 | |
| 7.17% Series | | 2023 | | | | 7.0 | | | | 7.0 | |
| Current maturities | | | | | | (138.4 | ) | | | (1.1 | ) |
| Total GMO | | | | | | 899.0 | | | | 1,046.0 | |
| | | | | | | | | | | | |
| Other Great Plains Energy | | | | | | | | | | | |
| 6.875% Senior Notes (7.33% rate**) | | 2017 | | | | 100.0 | | | | 100.0 | |
| 10.00% Equity Units Subordinated Notes | | 2042 | | | | 287.5 | | | | 287.5 | |
| Unamortized discount | | | | | | (0.4 | ) | | | (0.4 | ) |
| Total Great Plains Energy excluding current maturities | | | $ | 3,066.0 | | | $ | 3,213.0 | |
| * Weighted-average interest rates at March 31, 2010 |
| ** Rate after amortizing gains/losses recognized in OCI on settlements of interest rate hedging instruments |
| *** Variable rate |
Fair Value of Long-Term Debt
Fair value of long-term debt is based on quoted market prices, with the incremental borrowing rate for similar debt used to determine fair value if quoted market prices were not available. At March 31, 2010, and December 31, 2009, the book value and fair value of Great Plains Energy’s long-term debt, including current maturities, was $3.2 billion and $3.4 billion, respectively. At March 31, 2010, and December 31, 2009, the book value and fair value of KCP&L’s long-term debt, including current maturities, was $1.8 billion and $1.9 billion, respectively.
Amortization of Debt Expense
Great Plains Energy’s and KCP&L’s amortization of debt expense is detailed in the following table.
| | | | | | | |
| Three Months Ended March 31 | | 2010 | | | 2009 | |
| | | (millions) | |
| KCP&L | | $ | 0.5 | | | $ | 0.4 | |
| Other Great Plains Energy | | | 0.7 | | | | 0.5 | |
| Total Great Plains Energy | | $ | 1.2 | | | $ | 0.9 | |
| | | | | | | | | |
KCP&L EIRR Bonds
In March 2010, KCP&L remarketed its 5.00% EIRR Series 2007A-2 general mortgage bonds maturing in 2035 totaling $10.0 million to a new fixed rate of 2.625% from April 1, 2010, through March 31, 2011.
| 11. | COMMITMENTS AND CONTINGENCIES |
Environmental Matters
Great Plains Energy and KCP&L are subject to extensive regulation by federal, state and local authorities with regard to environmental matters primarily through their utility operations. In addition to imposing extensive and continuing compliance obligations, laws, regulations and permits authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. The cost of complying with current and future environmental requirements is expected to be material to Great Plains Energy and KCP&L. Failure to comply with environmental requirements or to timely recover environmental costs through rates could have a material adverse effect on Great Plains Energy and KCP&L.
The following discussion groups environmental and certain associated matters into the broad categories of air and climate change, water, solid waste and remediation.
Air and Climate Change
The Clean Air Act and associated regulations enacted by the Environmental Protection Agency (EPA) form a comprehensive program to preserve air quality. States are required to establish regulations and programs to address all requirements of the Clean Air Act and have the flexibility to enact more stringent requirements. All of Great Plains Energy’s and KCP&L’s generating facilities, and certain of their other facilities, are subject to the Clean Air Act.
Great Plains Energy’s and KCP&L’s current estimates of capital expenditures (exclusive of AFUDC and property taxes) to comply with the currently effective Clean Air Interstate Rule (CAIR) and with the best available retrofit technology (BART) rule is approximately $1 billion. As discussed below, CAIR has been remanded to the EPA, but remains in effect until the EPA issues rules consistent with the court’s order or until the court takes further action. It is not possible to predict what rules the EPA may issue as a result of this remand, when the rules may be issued, or the costs associated with such rules. The actual cost of compliance with any future rules, and with BART, may be significantly different from the cost estimates provided.
The potential capital costs of the Collaboration Agreement provisions (discussed below) relating to NOx, SO2 and particulate emission limits at the LaCygne generating station are within the disclosed overall capital cost
estimates. However, the estimated capital costs do not reflect potential costs relating to requirements enacted in the future, including potential requirements regarding climate change and control of mercury emissions (discussed below), and also do not reflect costs relating to additional wind generation, energy efficiency and other CO2 emission offsets contemplated by the Collaboration Agreement or that may be required under the Missouri or Kansas renewable energy standards, which are discussed below. The estimates do not reflect the non-capital costs the companies incur on an ongoing basis to comply with environmental laws, which may increase in the future due to the implementation of KCP&L’s Comprehensive Energy Plan and the compan ies’ ongoing compliance with current or future environmental laws. KCP&L expects to seek recovery of the costs associated with the Collaboration Agreement and the companies expect to seek recovery of the costs associated with environmental requirements through rate increases; however, there can be no assurance that such rate increases would be granted. The companies may be subject to materially adverse rate treatment in response to competitive, economic, political, legislative, public perception of the companies’ environmental reputation and regulatory pressures.
Clean Air Interstate Rule (CAIR)
The CAIR requires reductions in SO2 and NOx emissions in 28 states, including Missouri. The reduction in both SO2 and NOx emissions is set to be accomplished through establishment of permanent statewide caps for NOx effective January 1, 2009, and SO2 effective January 1, 2010. More restrictive caps are scheduled to become effective January 1, 2015. Great Plains Energy’s and KCP&L’s fossil fuel-fired plants located in Missouri are subject to CAIR, while their fossil fuel-fired plants in Kansas are not.
On July 11, 2008, the D.C. Circuit Court of Appeals vacated CAIR in its entirety and remanded the matter to the EPA to promulgate a new rule consistent with its opinion. On December 23, 2008, the Court issued an order remanding CAIR to the EPA to revise the rule consistent with its July 2008 order. The CAIR thus remains in effect pending future EPA or court action.
The EPA’s future revisions to CAIR could result in a rule that requires greater emission reductions, imposes an earlier compliance deadline, changes or eliminates the NOx fuel factor adjustment, includes additional states (including Kansas), does not allow for emissions reductions to be obtained through interstate allowance trading or the use of the Acid Rain Program SO2 allowances, or imposes other requirements not yet known. Great Plains Energy and KCP&L cannot predict the outcome of the EPA’s revisions to CAIR, but such revisions could have a significant effect on Great Plains Energy’s and KCP&L’s results of operations, financial position and cash flows.
CAIR currently establishes a market-based cap-and-trade program with an emission allowance allocation. Facilities demonstrate compliance with CAIR by holding sufficient allowances for each ton of SO2 and NOx emitted in any given year. KCP&L and GMO are currently allowed to utilize unused SO2 emission allowances that they have either accumulated during previous years of the Acid Rain Program or purchased to meet the more stringent CAIR requirements. At March 31, 2010, KCP&L had accumulated unused SO2 emissio n allowances sufficient to support over 135,000 tons of SO2 emissions (enough to support expected requirements under the current CAIR for the foreseeable future) under the provisions of the Acid Rain program, which are recorded in inventory at zero cost. KCP&L is permitted to sell excess SO2 emission allowances in accordance with KCP&L’s Comprehensive Energy Plan as approved by the MPSC and KCC. At March 31, 2010, GMO had accumulated unused SO2 emission allowances sufficient to support just over 25,000 tons of SO2 emissions (enough to support expected requirements under the current CAIR through 2011), which it has received under the Acid Rain Program or purchased, which are recorded in inventory at average cost. KCP&L and GMO purchase NOx allowances as needed.
In 2009, KCP&L completed environmental upgrades at Iatan No. 1 for compliance with the current CAIR rule as part of its Comprehensive Energy Plan. Analysis of the current CAIR rule indicates that NOx and SO2 control may be required for KCP&L’s Montrose Station and GMO’s Sibley and Lake Road Stations in Missouri, and control may be achieved through a combination of pollution control equipment and the
use or purchase of emission allowances as needed. Great Plains Energy and KCP&L are continuing to evaluate compliance options in light of developing potential legislative and regulatory environmental requirements.
Best Available Retrofit Technology Rule (BART)
The EPA BART rule directs state air quality agencies to identify whether visibility-reducing emissions from sources subject to BART are below limits set by the state or whether retrofit measures are needed to reduce emissions. BART applies to specific eligible facilities including KCP&L’s LaCygne Nos. 1 and 2 in Kansas, KCP&L’s Iatan No. 1, in which GMO has an 18% interest, and KCP&L’s Montrose No. 3 in Missouri, GMO’s Sibley Unit No. 3 and Lake Road Unit No. 6 in Missouri and Westar Energy, Inc. (Westar)’s Jeffrey Unit Nos. 1 and 2 in Kansas, in which GMO has an 8% interest. Initially, in Missouri, compliance with CAIR will be compliance with BART for individual sources. Neither Missouri nor Kansas has received EPA approval for their BART plans.
Mercury Emissions
In January 2009, the EPA issued a memorandum stating that new electric steam generating units (EGUs) that began construction while the Clean Air Mercury Rule (CAMR) was effective are subject to a new source maximum achievable control technology (MACT) determination on a case-by-case basis.
In July 2009, the EPA sent letters notifying KCP&L that MACT determinations and schedules of compliance are required for coal and oil-fired EGUs that began actual construction or reconstruction after December 15, 2000, and identified Iatan No. 2 and Hawthorn No. 5 as affected EGUs. This was an outcome of the D.C. Court of Appeals’ vacatur of both the CAMR and the contemporaneously promulgated rule removing EGUs from MACT requirements. KCP&L believes that Hawthorn No. 5 is not an affected EGU based on the reconstruction dates of the unit, and provided supporting documentation to the Missouri Department of Natural Resources (MDNR). It is not currently known how MACT determinations and schedules of compliance will impact the permitting or operating requirements for these two units, but it is po ssible a MACT determination may ultimately require additional emission control equipment and permit limits at Iatan No. 2, Hawthorn No. 5, or both.
In April 2010, the EPA, in a court approved settlement, agreed to develop MACT standards for mercury and potentially other hazardous air pollutant emissions. In the settlement agreement, the EPA agreed to propose MACT standards in March 2011 with final standards by November 2011. These MACT standards, if adopted, could impact both KCP&L’s and GMO’s new and existing facilities.
The estimated required environmental expenditures of approximately $1 billion to comply with CAIR and BART, discussed above, do not reflect any amounts for compliance with MACT determinations and future MACT standards because management cannot predict the outcome of further judicial, administrative or regulatory actions or their financial or operational effects on Great Plains Energy and KCP&L. However, such actions could have a significant effect on Great Plains Energy’s and KCP&L’s results of operations, financial position and cash flows. Some of the control technology for SO2 and NOx could also aid in the control of mercury.
Industrial Boiler Rule
In April 2010, the EPA issued a proposed rule that would set MACT standards for hazardous air pollutants from industrial boilers. The proposed rule would establish emission limits for KCP&L’s and GMO’s new and existing units that produce steam but not for the generation of electricity. This proposed rule does not apply to KCP&L’s and GMO’s electrical generating boilers. Until a rule is finalized, the financial and operational impacts to Great Plains Energy and KCP&L cannot be determined.
New Source Review
The Clean Air Act requires companies to obtain permits and, if necessary, install control equipment to reduce emissions when making a major modification or a change in operation if either is expected to cause a significant net increase in regulated emissions.
In January 2004, Westar received notification from the EPA alleging that it had violated new source review requirements and Kansas environmental regulations by making modifications to the Jeffrey Energy Center without obtaining the proper permits. The Jeffrey Energy Center consists of three coal-fired units located in Kansas that is 92% owned by Westar and operated exclusively by Westar. GMO has an 8% interest in the Jeffrey Energy Center and is generally responsible for its 8% share of the facility’s operating costs and capital expenditures. In February 2009, the Attorney General of the United States filed a complaint against Westar alleging that it violated the Clean Air Act and related federal and state regulations by making major modifications to the Jeffrey Energy Center beginning in 1994 witho ut first obtaining appropriate permits authorizing this construction and without installing and operating best available control technology to control emissions. In January 2010, Westar entered into a settlement agreement, which was approved by the court in March 2010. The settlement agreement requires, among other things, the installation of a selective catalytic reduction (SCR) system at one of the Jeffrey Energy Center units by the end of 2014 and the payment of a $3 million civil penalty. Depending on the NOx emission reductions attained by that SCR and attainable through the installation of other controls at the other two units, the settlement agreement requires the installation of a second SCR system on one of the other two units by the end of 2016. Westar has estimated that if both SCRs are required, the total capital cost could be up to approximately $500 million. There is no assurance that GMO’s share of these costs would be recovered in rates and failure to recover such costs could have a significant adverse effect on Great Plains Energy’s results of operations, financial position and cash flows.
Collaboration Agreement
In March 2007, KCP&L, the Sierra Club and the Concerned Citizens of Platte County entered into a Collaboration Agreement under which KCP&L agreed to pursue a set of initiatives including energy efficiency, additional wind generation, lower emission permit levels at its Iatan and LaCygne generating stations and other initiatives designed to offset CO2 emissions.
KCP&L agreed in the Collaboration Agreement to seek a consent agreement, which it has done, with the Kansas Department of Health and Environment (KDHE) incorporating limits for stack particulate matter emissions, as well as limits for NOx and SO2 emissions at its LaCygne Station that will be below the presumptive limits under BART. KCP&L further agreed to use its best efforts to install emission control technologies to reduce those emissions from the LaCygne Station prior to the required compliance date under BART, but in no event later than June 1, 2015. Also as provided in the Collaboration Agreement, KCP&L issued, in 2008, requests for proposals for equipm ent required to comply with BART. KCP&L is continuing to evaluate compliance options in light of developing potential legislative and regulatory environmental requirements.
Climate Change
Management believes it is likely that additional federal or relevant state or local laws or regulations could be enacted to address global climate change. At the international level, while the United States is not a current party to the Kyoto Protocol, it has agreed to undertake certain voluntary actions under the non-binding Copenhagen Accord, including the establishment of a goal to reduce greenhouse gas emissions. International agreements legally binding on the United States may be reached in the future. Such laws or regulations could mandate requirements to control or reduce the emission of greenhouse gases, such as CO2, which are created in the combustion of fossil fuels. The companies’ current generation capac ity is primarily coal-fired and is estimated to produce about one ton of CO2 per MWh, or approximately 23 million tons and 17 million tons per year for Great Plains Energy and KCP&L, respectively. Laws have recently been passed in Missouri and Kansas, the states in which the companies’ retail electric businesses
are operated, setting renewable energy standards, and management believes that national renewable energy standards are also likely. While management believes additional requirements addressing these matters will probably be enacted, the timing, provisions and impact of such requirements, including the cost to obtain and install new equipment to achieve compliance, cannot be reasonably estimated at this time. In addition, certain federal courts have held that state and local governments and private parties have standing to bring climate change tort suits seeking company-specific emission reductions and monetary or other damages. While the companies’ are not a party to any climate change tort suit, there is no assurance that such suits may not be filed in the future or the outcome if such suits are fi led. Such requirements or litigation outcomes could have the potential for a significant financial and operational impact on Great Plains Energy and KCP&L. The companies’ would seek recovery of capital costs and expenses for compliance through rate increases; however, there can be no assurance that such rate increases would be granted.
Legislation concerning the reduction of emissions of greenhouse gases, including CO2, is being considered at the federal and state levels, and some initial steps toward definitive regulation have been taken, all with various compliance dates and reduction strategies. Greenhouse gas regulation has the potential of having significant financial and operational impacts on Great Plains Energy and KCP&L, including with respect to achieving compliance with limits that may be established. However, the ultimate financial and operational consequences to Great Plains Energy and KCP&L cannot be determined until legislation is passed or regulations enacted. Ma nagement will continue to monitor the progress of relevant bills and regulations.
The American Clean Energy and Security Act of 2009 (House Bill) passed the U.S. House of Representatives in June 2009. The House Bill would establish a 20% renewable electricity standard (Federal RES) by 2020, starting with an initial 6% requirement by 2012. The House Bill would also establish a greenhouse gas cap and trade program, requiring Great Plains Energy, KCP&L and other affected entities to comply by surrendering allowances or offsets for each ton of greenhouse gas emitted. The number of allowances would be initially set and then reduced over time, with the projected effect of reducing greenhouse gas emissions below 2005 levels by 3%, 17%, 42%, and 83% by 2012, 2020, 2030, and 2050, respectively. In addition, the Ho use Bill would establish CO2 emission performance standards for new coal-fired units that receive an initial permit after January 1, 2009. In September 2009, the Senate Environmental and Public Works Committee voted out the Clean Energy Jobs and American Power Act (Senate Bill). The Senate Bill closely mirrors many elements of the House Bill, but differs in respects as well. The Senate Bill features a more aggressive 20% reduction target by 2020 from 2005 levels compared to the House Bill.
Both the House and Senate Bills are complex, and there are many aspects of the Bills that cannot be reasonably estimated, including the availability and price of allowances and offsets in the market to be established by the Bills. It is also not possible to reasonably project the provisions of greenhouse gas legislation that may ultimately be enacted by Congress. The level of uncertainty regarding the prospects for these Bills has increased in recent months, and no legislation or substantially different legislation may be enacted. Subject to these qualifications and uncertainties and assuming the House Bill becomes law and there is no change in operations, management currently projects that KCP&L and GMO would be allocated up to approximately 60% and 50%, respectively, fewer allowances than needed to cover their projected 2012 CO2 emissions. The companies would be required to reduce emissions, purchase allowances or offsets, or a combination of both. The companies would seek recovery of compliance costs in rates; however, there is no assurance regarding the timing or amount of compliance costs recovery. The ultimate annual cost of compliance with the Federal RES and the cap and trade program cannot be reasonably estimated at this time, but could be in an initial range of about $300 million to $800 million for Great Plains Energy, including $200 million to $600 million for KCP&L. These potential costs could require electric rate increases initially aggregating about 15% to 45% for Great Plains Energy, including 20% to 50% for KCP&L. As the number of allowances is reduced, and the Federal RES increases over
time, the costs and resulting electric rates would increase as well. Additional greenhouse gas bills may be introduced in Congress, but the provisions of any legislation that may be enacted, including when and to what extent such legislation will regulate CO2 emissions, cannot be determined at this time.
Even if there are no new Congressional mandates, the EPA is proceeding with the regulation of greenhouse gases under the existing Clean Air Act. In April 2010, the EPA finalized greenhouse gas emission standards for light-duty vehicles. These are the first-ever national greenhouse gas emission standards under the Clean Air Act.
In March 2010, the EPA completed its reconsideration of the 2008 interpretative memorandum that addressed when the Clean Air Act Federal Prevention of Significant Deterioration (PSD) program would cover a pollutant, including greenhouse gases such as CO2. The EPA affirmed the interpretative memorandum’s position that PSD permitting applicability for stationary sources such as Great Plains Energy’s and KCP&L’s generating facilities is not triggered for a pollutant such as CO2 until a final nationwide rule requires actual control of emissions of the pollutant. The EPA interprets that PSD permitting requirements are triggered when the control requireme nt of the nationwide rule takes effect. The EPA further explained that occurs when the first national rule regulating greenhouse gas takes effect. The rule limiting greenhouse gas emissions for light-duty vehicles will trigger these requirements in January 2011, the earliest date that 2012 vehicles meeting the standards can be sold in the United States. In addition, the EPA explained that this interpretation applies to Title V permitting as well.
In September 2009, the EPA announced a proposed rule that focuses on large facilities emitting over 25,000 tons of greenhouse gas emissions per year. The proposed rule would establish new thresholds for greenhouse gas emissions, defining when Clean Air Act permits under the New Source Review and Title V operating permits programs would be required for new or existing industrial facilities. In February 2010, the EPA announced it is also considering raising the 25,000 tons of greenhouse gas threshold contained in the proposed rule. Most of Great Plains Energy’s and KCP&L’s generating facilities would be subject to the proposed New Source Review program greenhouse gas provisions. The EPA could also propose rulemaking specific to New Source Performance Standards or other programs as identified in the EPA’s July 2008 advanced notice of proposed rulemaking on the ramifications of regulating greenhouse gas emissions under the Clean Air Act. These proposed and potential rules may ultimately regulate greenhouse gas emissions, which may include such emissions from Great Plains Energy’s and KCP&L’s facilities.
At the state level, a Kansas law enacted in May 2009 requires Kansas public electric utilities, including KCP&L, to have renewable energy generation capacity equal to at least 10% of their three-year average Kansas peak retail demand by 2011. The percentage increases to 15% by 2016 and 20% by 2020. A Missouri law enacted in November 2008 requires at least 2% of the electricity provided by Missouri investor-owned utilities (including KCP&L and GMO) to their Missouri retail customers to come from renewable resources, including wind, solar, biomass and hydropower, by 2011, increasing to 5% in 2014, 10% in 2018, and 15% in 2021, with a small portion (estimated to be about 2MW for each of KCP&L and GMO in 2011) required to come from solar resources. Regulations implementing these laws are being dra fted by the MPSC and KCC, and the ultimate impacts on the companies cannot be reasonably estimated at this time. However, there is a potential that KCP&L could be required to add up to 115MW in additional renewable energy resources, including 2MW of solar resources, by 2011, which could be satisfied through ownership, purchase power agreements or renewable energy credits. In December 2009, KCP&L issued requests for proposals to add up to 300MW of wind generation in the 2010 – 2011 timeframe under purchase power agreements and/or the combination of purchase power agreements and arrangements where KCP&L would own and operate the facilities after development and construction. KCP&L is evaluating the proposals and anticipates entering into a 100MW power purchase agreement for deliveries starting by the end of 2010. Subject to the final MPSC regulations, GMO expects that its existing renewable resources will achieve compliance with the Missouri sta ndards until 2014, except for
the solar resources requirement. KCP&L and GMO issued a request for proposals for solar resources, and are evaluating the responses. Additionally, in November 2007, governors from six Midwestern states, including Kansas, signed the Midwestern Greenhouse Gas Reduction Accord, which has established the goal of reducing member states’ greenhouse gas emissions to 15% to 20% below 2005 levels by 2020, and 60% to 80% below 2005 levels by 2050.
Ozone NAAQS
In June 2007, monitor data indicated that the Kansas City area violated the 1997 primary eight-hour ozone national ambient air quality standard (NAAQS). Missouri and Kansas have implemented the responses established in the maintenance plans for control of ozone. The responses in both states do not require additional controls at Great Plains Energy’s and KCP&L’s generation facilities beyond the currently proposed controls for CAIR and BART. The EPA has various options over and above the implementation of the maintenance plans for control of ozone to address the violation but has not yet acted. At this time, management is unable to predict how the EPA will respond or how that response will impact Great Plains Energy’s and KCP&L’s operations. However, the EPA’s response could have a significant effect on Great Plains Energy's and KCP&L's results of operations, financial position and cash flows.
In March 2008, the EPA significantly strengthened its NAAQS for ground-level ozone. The EPA revised the primary eight-hour ozone standard, designed to protect public health, to a level of 0.075 parts per million (ppm). The EPA also strengthened the secondary eight-hour ozone standard to the level of 0.075 ppm making it identical to the revised primary standard. The previous primary and secondary standards, set in 1997, were effectively 0.084 ppm.
In March 2009, the MDNR and KDHE submitted to the EPA their determinations that the Kansas City area is a nonattainment area under the 2008 primary eight-hour ozone standard. The EPA will make final designations of attainment and nonattainment areas. By 2013, states must submit state implementation plans outlining how states will reduce ozone to meet the standards in nonattainment areas. Although the impact on Great Plains Energy’s and KCP&L’s operations will not be known until after the final nonattainment designations and the state implementation plans are submitted, it could have a significant effect on Great Plains Energy’s and KCP&L’s results of operations, financial position and cash flows.
In January 2010, the EPA proposed to reconsider and further strengthen the 2008 NAAQS for ground-level ozone. The EPA proposed to strengthen the primary eight-hour ozone standard to a level within the range of 0.060-0.070 ppm. The EPA also proposed to establish a distinct cumulative, seasonal secondary standard, designed to protect sensitive vegetation and ecosystems, to within the range of 7-15 ppm-hours.
SO2 NAAQS
In November 2009, the EPA proposed to strengthen the NAAQS for SO2. The EPA is proposing to revise the primary SO2 standard to a level between 0.050 and 0.100 ppm measured over 1-hour. The existing primary standards were 0.140 ppm measured over 24-hours and 0.030 ppm measured over an entire year. The EPA also is taking comment on alternative levels for the 1-hour standard up to 0.150 ppm. Although the impact on Great Plains Energy’s and KCP&L’s operations will not be known until after the final rules are promulgated, nonattainment designations approved and the state implemen tation plans submitted, it could have a significant effect on Great Plains Energy’s and KCP&L’s results of operations, financial position and cash flows.
Montrose Station Notice of Violation
In June 2009, KCP&L received notification from the MDNR alleging that its Montrose Station had excess particulate matter emissions in 2008. KCP&L is working with the MDNR to resolve this issue and management believes the outcome will have an insignificant impact to Great Plains Energy’s and KCP&L’s results of operations, financial position and cash flows.
Water
The Clean Water Act and associated regulations enacted by the EPA form a comprehensive program to preserve water quality. Like the Clean Air Act, states are required to establish regulations and programs to address all requirements of the Clean Water Act, and have the flexibility to enact more stringent requirements. All of Great Plains Energy’s and KCP&L’s generating facilities, and certain of their other facilities, are subject to the Clean Water Act.
Section 316(b) of the Clean Water Act is designed to protect aquatic life from being killed or injured by cooling water intake structures. The EPA had previously issued regulations pursuant to Section 316(b) of the Clean Water Act regarding cooling water intake structures. Subsequent to an appellate court ruling, the EPA suspended the regulations and is engaged in further rulemaking on this matter. At this time, management is unable to predict how the EPA will respond or how that response will impact Great Plains Energy’s and KCP&L’s operations.
KCP&L holds a permit from the MDNR covering water discharge from its Hawthorn Station. The permit authorizes KCP&L, among other things, to withdraw water from the Missouri river for cooling purposes and return the heated water to the Missouri river. KCP&L has applied for a renewal of this permit and the EPA has submitted an interim objection letter regarding the allowable amount of heat that can be contained in the returned water. Until this matter is resolved, KCP&L continues to operate under its current permit. KCP&L cannot predict the outcome of this matter; however, while less significant outcomes are possible, this matter may require KCP&L to reduce its generation at Hawthorn Station, install cooling towers or both, any of which could have a significant impact on KCP &L. The outcome could also affect the terms of water permit renewals at KCP&L’s Iatan Station and at GMO’s Sibley and Lake Road Stations.
In September 2009, the EPA announced plans to revise the existing standards for water discharges from coal-fired power plants. Until a rule is proposed and finalized, the financial and operational impacts to Great Plains Energy and KCP&L cannot be determined.
Solid Waste
Solid and hazardous waste generation, storage, transportation, treatment and disposal is regulated at the federal and state levels under various laws and regulations. In May 2010, the EPA proposed to regulate coal combustion residuals (CCRs) under the Resource Conservation and Recovery Act (RCRA) to address the risks from the disposal of CCRs generated from the combustion of coal at electric utilities. The EPA is considering two options in this proposal. Under the first proposal, the EPA would regulate CCRs as special wastes subject to regulation under subtitle C of RCRA, when they are destined for disposal in landfills or surface impoundments. Under the second proposal, the EPA would regulate disposal of CCRs under subtitle D of RCRA. The companies principally use coal in generating electricity and dispose of the combustion products in both on-site facilities and facilities owned by third parties. The proposed CCR rule has the potential of having a significant financial and operational impact on Great Plains Energy and KCP&L in connection with achieving compliance with the requirements proposed. However, the financial and operational consequences to Great Plains Energy and KCP&L cannot be determined until an option is selected by the EPA and the final regulation is enacted.
Remediation
Certain federal and state laws, including the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) hold current and previous owners or operators of real property, and any person who arranges for the disposal or treatment of hazardous substances at a property, liable on a joint and several basis for the costs of cleaning up contamination at or migrating from such real property, even if they did not know of and were not responsible for such contamination. CERCLA and other laws also authorize the EPA and other agencies to issue orders compelling potentially responsible parties to clean up sites that are determined to present an actual or potential threat to human health or the environment. GMO is named as a potentially responsible party at two disposal sites for polychlorinated biphenyls (PCBs), and retains some environmental liability for several operations and investments it no longer owns. In addition, GMO also owns, or has acquired liabilities from
companies that once owned or operated, former manufactured gas plant (MGP) sites, which are subject to the supervision of the EPA and various state environmental agencies.
At March 31, 2010, and December 31, 2009, KCP&L had $0.3 million accrued for environmental remediation expenses, which covers ground water monitoring at a former MGP site. At March 31, 2010, and December 31, 2009, Great Plains Energy had $0.4 million accrued for environmental remediation expenses, which includes the $0.3 million at KCP&L, and additional potential remediation and ground water monitoring costs relating to two GMO sites. The amounts accrued were established on an undiscounted basis and Great Plains Energy and KCP&L do not currently have an estimated time frame over which the accrued amounts may be paid.
In addition to the $0.4 million accrual above, at March 31, 2010, Great Plains Energy had $2.0 million accrued for the future investigation and remediation of certain additional GMO identified MGP sites, PCB sites and retained liabilities. This estimate was based upon review of the potential costs associated with conducting investigative and remedial actions at identified sites, as well as the likelihood of whether such actions will be necessary. This estimate could change materially after further investigation, and could also be affected by the actions of environmental agencies and the financial viability of other potentially responsible parties.
GMO has pursued recovery of remediation costs from insurance carriers and other potentially responsible parties. As a result of a settlement with an insurance carrier, approximately $2.2 million in insurance proceeds less an annual deductible is available to GMO to recover qualified MGP remediation expenses. GMO would seek recovery of additional remediation costs and expenses through rate increases; however, there can be no assurance that such rate increases would be granted.
In January 2010, the EPA announced an advance notice of proposed rulemaking under CERCLA identifying classes of facilities for which the EPA will develop financial assurance requirements, including the electric power generation, transmission and distribution industry. The CERCLA financial assurance would be for risks associated with Great Plains Energy’s and KCP&L’s production, transportation, treatment, storage or disposal of CERCLA hazardous substances. The impact on Great Plains Energy and KCP&L cannot be determined until the regulations are finalized.
In April 2010, the EPA announced an advance notice of proposed rulemaking for the use and distribution in commerce of certain PCBs, PCB items and certain other areas of the PCB regulations. The EPA is reassessing the use, distribution in commerce, marking, and storage for reuse of liquid PCBs in electric and non-electric equipment and the use of the 50 ppm level for excluded PCB products among other things. The impact on Great Plains Energy and KCP&L cannot be determined until the regulations are finalized.
KCP&L Hawthorn No. 5 Litigation
KCP&L received reimbursement for the 1999 Hawthorn No. 5 boiler explosion under a property damage insurance policy with Travelers Property Casualty Company of America (Travelers). Travelers filed suit in the U.S. District Court for the Eastern District of Missouri in November 2005, against National Union Fire Insurance Company of Pittsburgh, Pennsylvania, (National Union) and KCP&L was added as a defendant in June 2006. The case was subsequently transferred to the U.S. District Court for the Western District of Missouri. Travelers sought recovery of $10 million that KCP&L recovered through subrogation litigation. On July 24, 2008, the Court held that Travelers is not entitled to any recovery from KCP&L. Travelers appealed this decision on March 11, 2009, to the Court of Appeals for the Eighth Circuit.
KCP&L Spent Nuclear Fuel and Radioactive Waste
KCP&L and the other two Wolf Creek owners have a lawsuit pending against the United States in the U.S. Court of Federal Claims seeking $14.1 million of damages resulting from the government’s failure to begin accepting spent nuclear fuel for disposal in January 1998, as the government was required to do by the Nuclear Waste Policy Act of 1982. Approximately seventy other similar cases were filed with that court, a few of which have
settled. To date, the court has rendered final decisions in several of the cases, most of which are on appeal now. The Wolf Creek case is set for trial in June 2010. Another Federal appellate court has already determined that the government breached its obligation to begin accepting spent fuel for disposal. The questions now before the court in the pending cases are whether and to what extent the utilities are entitled to monetary damages for that breach.
KCP&L Advanced Coal Credit Arbitration
In 2009, KCP&L was served a notice to arbitrate by Empire District Electric Company (Empire), Kansas Electric Cooperative, Inc. (KEPCO) and Missouri Joint Municipal Electric Utility Commission (MJMEUC), joint owners of Iatan No. 2. The joint owners asserted that they are entitled to receive proportionate shares (or the monetary equivalent) of approximately $125 million of qualifying advance coal project credit for Iatan No. 2. As independent entities, the joint owners are taxed separately and the joint owners do not dispute that they did not, in fact, apply for the credits themselves. Notwithstanding this, the joint owners contend that they should receive proportional shares of the credit. This matter was heard by an arbitration panel in November 2009. On December 30, 2009, the pa nel issued its order denying the KEPCO and MJMEUC claims but ordering KCP&L and Empire to jointly seek a reallocation of the tax credit from the IRS giving Empire its representative percentage of the total tax credit, worth approximately $17.7 million. The order further specifies that if the IRS denies the parties’ reallocation request or if Empire is allocated less than its proportionate share of the tax credits, KCP&L will be responsible for paying Empire the full value of its representative percentage of the tax credits (less the amount of tax credits, if any, Empire ultimately receives) in cash. KCP&L has recorded a $17.7 million liability in other current liabilities for this matter. KCP&L filed its appeal of the arbitration order on March 31, 2010.
Iatan Levee Litigation
On May 22, 2009, several farmers filed suit against Great Plains Energy and KCP&L in the Circuit Court of Platte County, Missouri, alleging negligence, private nuisance, trespass and violations of the Missouri Crop Protection Act and seeking unspecified compensatory and punitive damages. These allegations stem from flooding at or near the Iatan Station in 2007 and 2008. The farmers allege the flooding was a result of maintenance of a nearby levee. The petition seeks class certification from the courts. Management cannot predict the outcome of this matter.
GMO Price Reporting Litigation
In response to complaints of manipulation of the California energy market, in 2002 FERC issued an order requiring net sellers of power in the California markets from October 2, 2000, through June 20, 2001, at prices above a FERC determined competitive market clearing price to make refunds to net purchasers of power in the California market during that time period. Because MPS Merchant was a net purchaser of power during the refund period it has received approximately $8 million in refunds. MPS Merchant estimates that it is entitled to approximately $12 million in additional refunds under the standards FERC has used in this case. FERC has stated that interest will be applied to the refunds but the amount of interest has not yet been determined. However, various parties appealed the FERC order to the United States Court of Appeals for the Ninth Circuit seeking review of a number of issues, including changing the refund period to include periods prior to October 2, 2000. MPS Merchant was a net seller of power during the period prior to October 2, 2000. On August 2, 2006, the U.S. Court of Appeals for the Ninth Circuit issued an order finding, among other things, that FERC did not provide a sufficient justification for refusing to exercise its remedial authority under the Federal Power Act to determine whether market participants violated FERC-approved tariffs during the period prior to October 2, 2000, and imposing a remedy for any such violations. The court remanded the matter to FERC to determine whether tariff violations occurred and, if so, the appropriate remedy. In March 2008, FERC issued an order declining to order refunds for the period prior to October 2, 2000. That order has been appealed to the U.S. Court of Appeals for t he Ninth Circuit. If FERC ultimately includes that period, MPS Merchant could be found to owe refunds.
FERC initiated a docket, generally referred to as the Pacific Northwest refund proceeding, to determine if any refunds were warranted related to the potential impact of the California market issues on buyers in the Pacific Northwest between December 25, 2000, and June 20, 2001. FERC rejected the refund requests, but its decision
was remanded by the Court of Appeals for FERC to consider whether any acts of market manipulation support the imposition of refunds. Claims against MPS Merchant total $5.1 million.
On October 6, 2006, the MPSC filed suit in the Circuit Court of Jackson County, Missouri against 18 companies, including GMO and MPS Merchant alleging that the companies manipulated natural gas prices through the misreporting of natural gas trade data and, therefore, violated Missouri antitrust laws. The suit does not specify alleged damages and was filed on behalf of all local distribution gas companies in Missouri who bought and sold natural gas from June 2000 to October 2002. The defendants’ motions to dismiss the case were granted in January 2009. The MPSC has appealed the dismissal to the Missouri Court of Appeals for the Western District of Missouri. In December 2009, the court affirmed the dismissal and the MPSC filed a request for rehearing or, in the alternative, transfer to the M issouri Supreme Court. The Supreme Court accepted the transfer in April 2010.
The ultimate outcome of these matters cannot be predicted.
| 13. | RELATED PARTY TRANSACTIONS AND RELATIONSHIPS |
KCP&L employees manage GMO’s business and operate its facilities at cost. These costs totaled $27.1 million and $25.0 million, respectively, for the three months ended March 31, 2010 and 2009. Additionally, KCP&L and GMO engage in wholesale electricity transactions with each other. KCP&L and GMO are also authorized to participate in the Great Plains Energy money pool, an internal financing arrangement in which funds may be lent on a short-term basis to KCP&L and GMO. The following table summarizes KCP&L’s related party receivables and payables.
| | | | | | | |
| | | March 31 | | December 31 |
| | | 2010 | | 2009 |
| | | (millions) | |
| Receivable from GMO | | $ | 5.1 | | | $ | 26.4 | |
| Payable to Services | | | (0.1 | ) | | | (0.2 | ) |
| Receivable from Great Plains Energy | | | 14.6 | | | | 15.1 | |
| Receivable from MPS Merchant | | | 1.0 | | | | 0.9 | |
| | | | | | | | | |
| 14. | DERIVATIVE INSTRUMENTS |
Great Plains Energy and KCP&L are exposed to a variety of market risks including interest rates and commodity prices. Management has established risk management policies and strategies to reduce the potentially adverse effects that the volatility of the markets may have on Great Plains Energy’s and KCP&L’s operating results. Commodity risk management activities, including the use of certain derivative instruments, are subject to the management, direction and control of an internal risk management committee. Management’s interest rate risk management strategy uses derivative instruments to adjust Great Plains Energy’s and KCP&L’s liability portfolio to optimize the mix of fixed and floating rate debt within an established range. In addition, Great Plains Energy and KCP&L use derivative instruments to hedge against future interest rate fluctuations on anticipated debt issuances. Management maintains commodity price risk management strategies that use derivative instruments to reduce the effects of fluctuations in fuel expense caused by commodity price volatility. Counterparties to commodity derivatives and interest rate swap agreements expose Great Plains Energy and KCP&L to credit loss in the event of nonperformance. This credit loss is limited to the cost of replacing these contracts at current market rates. Derivative instruments, excluding those instruments that qualify for the normal purchase normal sale election, which are accounted for by accrual accounting, are recorded on the balance sheet at fair value as an asset or liability. Changes in the fair value of derivative instruments are recognized currently in net income unless specific hedge accounting criteria are met, except GMO utility o perations hedges that are recorded to a regulatory asset or liability consistent with MPSC regulatory orders, as discussed below.
Great Plains Energy and KCP&L have posted collateral, in the normal course of business, for the aggregate fair value of all derivative instruments with credit risk-related contingent features that are in a liability position. If the credit risk-related contingent features underlying these agreements were triggered, Great Plains Energy and KCP&L would be required to post an insignificant amount of collateral to its counterparties.
Interest Rate Risk Management
In December 2009, Great Plains Energy entered into a Forward Starting Swap (FSS) with a notional amount of $100.0 million and in January 2010 entered into another FSS with a notional amount of $25.0 million, both to hedge against interest rate fluctuations on debt anticipated to be issued in 2010. The two FSS remove a portion of the interest rate variability on $125.0 million of the debt expected to be issued thereby enabling Great Plains Energy to predict with greater assurance its future interest costs on that debt. The two FSS are treated as cash flow hedges with no ineffectiveness recorded for the three months ended March 31, 2010. At March 31, 2010, a $2.4 million loss was recorded in OCI for the two FSS.
Also in December 2009, Great Plains Energy entered into three FSS with a total notional amount of $262.5 million and in January 2010 entered into two additional FSS with a notional amount of $87.5 million to hedge against interest rate fluctuations on debt anticipated to be issued in 2011. The five FSS remove a portion of the interest rate variability on $350.0 million of the debt expected to be issued thereby enabling Great Plains Energy to predict with greater assurance its future interest costs on that debt. The five FSS are treated as cash flow hedges with no ineffectiveness for the three months ended March 31, 2010. At March 31, 2010, a $5.7 million loss was recorded in OCI for the five FSS.
In March 2009, KCP&L issued $400.0 million of long-term debt and settled three FSS simultaneously with the issuance of this long-term fixed rate debt. No ineffectiveness was recorded on the three FSS in 2009. A pre-tax loss of $53.4 million was recorded to OCI and is being reclassified to interest expense over the life of the ten-year debt. For the three months ended March 31, 2010, $1.3 million of the loss was reclassified from OCI to interest expense.
Commodity Risk Management
KCP&L’s risk management policy is to use derivative instruments to mitigate its exposure to market price fluctuations on a portion of its projected natural gas purchases to meet generation requirements for retail and firm wholesale sales. At March 31, 2010, KCP&L has hedged 57% and 8%, respectively, of the 2010 and 2011 projected natural gas usage for retail load and firm MWh sales, primarily by utilizing futures contracts and financial instruments. The fair values of these instruments are recorded as derivative assets or liabilities with an offsetting entry to OCI for the effective portion of the hedge. To the extent the hedges are not effective, any ineffective portion of the change in fair market value would be recorded currently in fuel expense. KCP&L has not recorded any i neffectiveness on natural gas hedges for the three months ended March 31, 2010 and 2009.
KCP&L uses derivative instruments to mitigate its exposure to market price fluctuations on a portion of the projected fuel oil purchases to meet the startup requirements for Iatan No. 2. At March 31, 2010, KCP&L has hedged 24% of the projected fuel oil purchases for the startup of Iatan No. 2 utilizing futures contracts. The fair values of these instruments are recorded as derivative assets or liabilities with an offsetting entry to OCI for the effective portion of the hedge. To the extent the hedges are not effective, any ineffective portion of the change in fair market value would be recorded as a cost of the construction of Iatan No. 2. KCP&L has not recorded any ineffectiveness on fuel oil hedges for the three months ended March 31, 2010 and 2009.
GMO’s risk management policy is to use derivative instruments to mitigate price exposure to natural gas price volatility in the market. The fair value of the portfolio relates to financial contracts that will settle against actual purchases of natural gas and purchased power. At March 31, 2010, GMO had financial contracts in place to hedge approximately 61% and 14% of the expected on-peak natural gas and natural gas equivalent purchased power price exposure for the remainder of 2010 and 2011, respectively. In connection with GMO’s 2005 Missouri electric rate case, it was agreed that the settlement costs of these contracts would be recognized in fuel
expense. The settlement costs are included in GMO’s FAC. A regulatory asset has been recorded to reflect the change in the timing of recognition authorized by the MPSC. To the extent that recovery of actual costs incurred is allowed, amounts will not impact earnings, but will impact cash flows due to the timing of the recovery mechanism.
MPS Merchant manages the daily delivery of its remaining contractual commitments with economic hedges (non-hedging derivatives) to reduce its exposure to changes in market prices. Within the trading portfolio, MPS Merchant takes certain positions to hedge physical sale or purchase contracts. MPS Merchant records the fair value of trading energy contracts, both physical and financial, as derivative assets or liabilities with an offsetting entry to Great Plains Energy’s consolidated statements of income.
The notional and recorded fair values of the companies’ open positions for derivative instruments are summarized in the following table. The fair values of these derivatives are recorded on the consolidated balance sheets. The fair values below are gross values before netting agreements and netting of cash collateral.
| | | | | | | | | | | | | |
| | | March 31 | | | December 31 | |
| | | 2010 | | | 2009 | |
| | | Notional | | | | | | Notional | | | | |
| | | Contract | | | Fair | | | Contract | | | Fair | |
| | | Amount | | | Value | | | Amount | | | Value | |
| Great Plains Energy | | (millions) | |
| Futures contracts | | | | | | | | | | | | |
| Cash flow hedges | | $ | 3.2 | | | $ | (0.2 | ) | | $ | 3.2 | | | $ | - | |
| Non-hedging derivatives | | | 24.8 | | | | (5.5 | ) | | | 29.8 | | | | (0.9 | ) |
| Forward contracts | | | | | | | | | | | | | | | | |
| Non-hedging derivatives | | | 259.4 | | | | 11.1 | | | | 234.4 | | | | 9.1 | |
| Option contracts | | | | | | | | | | | | | | | | |
| Cash flow hedges | | | 2.3 | | | | - | | | | 2.3 | | | | 0.2 | |
| Anticipated debt issuance | | | | | | | | | | | | | | | | |
| Forward starting swaps | | | 475.0 | | | | (8.1 | ) | | | 362.5 | | | | (0.7 | ) |
| KCP&L | | | | | | | | | | | | | | | | |
| Future contracts | | | | | | | | | | | | | | | | |
| Cash flow hedges | | | 3.2 | | | | (0.2 | ) | | | 3.2 | | | | - | |
| Option contracts | | | | | | | | | | | | | | | | |
| Cash flow hedges | | | 2.3 | | | | - | | | | 2.3 | | | | 0.2 | |
| | | | | | | | | | | | | | | | | |
The fair value of Great Plains Energy’s and KCP&L’s open derivative positions are summarized in the following tables. The tables contain derivative instruments designated as hedging instruments as well as derivative instruments not designated as hedging instruments (non-hedging derivatives) under GAAP. The fair values below are gross values before netting agreements and netting of cash collateral.
| Great Plains Energy | | | | | | |
| | Balance Sheet | | Asset Derivatives | | Liability Derivatives |
| March 31, 2010 | Classification | | Fair Value | | Fair Value |
| Derivatives Designated as Hedging Instruments | | | (millions) | |
| Commodity contracts | Derivative instruments | $ 0.5 | | $ 0.7 | |
| Interest rate contracts | Derivative instruments | - | | 8.1 | |
| Derivatives Not Designated as Hedging Instruments | | | | | |
| Commodity contracts | Derivative instruments | 11.5 | | 5.9 | |
| Total Derivatives | | | $ 12.0 | | $ 14.7 | |
| | | | | | | |
| December 31, 2009 | | | | | | |
| Derivatives Designated as Hedging Instruments | | | | |
| Commodity contracts | Derivative instruments | $ 0.4 | | $ 0.2 | |
| Interest rate contracts | Derivative instruments | - | | 0.7 | |
| Derivatives Not Designated as Hedging Instruments | | | | | |
| Commodity contracts | Derivative instruments | 9.9 | | 1.7 | |
| Total Derivatives | | | $ 10.3 | | $ 2.6 | |
| |
| KCP&L | | | | | | |
| | Balance Sheet | | Asset Derivatives | | Liability Derivatives |
| March 31, 2010 | Classification | | Fair Value | | Fair Value |
| Derivatives Designated as Hedging Instruments | | | (millions) | |
| Commodity contracts | Derivative instruments | $ 0.5 | | $ 0.7 | |
| | | | | | | |
| December 31, 2009 | | | | | | |
| Derivatives Designated as Hedging Instruments | | | | |
| Commodity contracts | Derivative instruments | $ 0.4 | | $ 0.2 | |
| | | | | | | |
The following tables summarize the amount of gain (loss) recognized in OCI or earnings for interest rate and commodity hedges.
| Great Plains Energy | | | | | | | | |
| Derivatives in Cash Flow Hedging Relationship | | | | |
| | | | | | Gain (Loss) Reclassified from |
| | | | | | Accumulated OCI into Income |
| | | | | | (Effective Portion) |
| | | | Amount of Gain | | | | |
| | | | (Loss) Recognized | | | | |
| | | | in OCI on Derivatives | Income Statement | | | |
| Three Months Ended March 31, 2010 | | | (Effective Portion) | Classification | | | Amount |
| | | | (millions) | | | | (millions) |
| Interest rate contracts | | | $ (7.4) | Interest Charges | | $ (2.3) |
| Commodity contracts | | | (0.4) | Fuel | | - |
| Income Taxes | | | 3.1 | Income Tax Expense | | 0.9 |
| Total | | | $ (4.7) | Total | | | $ (1.4) |
| | | | | | | | | |
| Three Months Ended March 31, 2009 | | | | | | | | |
| Interest rate contracts | | | $ 1.0 | Interest Charges | | $ (1.1) |
| Commodity contracts | | | (1.0) | Fuel | | - |
| Income Taxes | | | - | Income Tax Expense | | 0.3 |
| Total | | | $ - | Total | | | $ (0.8) |
| |
| KCP&L | | | | | | | | |
| Derivatives in Cash Flow Hedging Relationship | | | | |
| | | | | | Gain (Loss) Reclassified from |
| | | | | | Accumulated OCI into Income |
| | | | | | (Effective Portion) |
| | | | Amount of Gain | | | | | |
| | | | (Loss) Recognized | | | | | |
| | | | in OCI on Derivatives | | Income Statement | | |
| Three Months Ended March 31, 2010 | (Effective Portion) | | Classification | | Amount |
| | | | (millions) | | | | | (millions) |
| Interest rate contracts | | | $ - | | Interest Charges | | $ (2.2) |
| Commodity contracts | | | (0.4) | | Fuel | | - |
| Income Taxes | | | 0.2 | | Income Tax Expense | | 0.9 |
| Total | | | $ (0.2) | | Total | | | $ (1.3) |
| | | | | | | | | |
| Three Months Ended March 31, 2009 | | | | | | |
| Interest rate contracts | | | $ 1.0 | | Interest Charges | | $ (1.0) |
| Commodity contracts | | | (1.0) | | Fuel | | - |
| Income Taxes | | | - | | Income Tax Expense | | 0.4 |
| Total | | | $ - | | Total | | | $ (0.6) |
| |
The following table summarizes the amount of gain (loss) recognized in a regulatory balance sheet account or earnings for GMO utility commodity hedges. GMO utility commodity derivatives fair value changes are recorded to either a regulatory asset or liability consistent with MPSC regulatory orders.
| Great Plains Energy | | | | | | | |
| Derivatives in Regulatory Account Relationship | | | | |
| | | | | | Gain (Loss) Reclassified from |
| | | | | | Regulatory Account |
| | | | Amount of Gain (Loss) | | | | | |
| | | | Recognized in Regulatory | | | | | |
| | | | Account on Derivatives | | Income Statement | |
| Three Months Ended March 31, 2010 | (Effective Portion) | | Classification | Amount |
| | | | (millions) | | | | | (millions) |
| Commodity contracts | | $ (6.3) | | Fuel | | $ (2.2) |
| Total | | | $ (6.3) | | Total | | $ (2.2) |
| | | | | | | | | |
| Three Months Ended March 31, 2009 | | | | | | |
| Commodity contracts | | $ (11.8) | | Fuel | | $ (3.1) |
| Total | | | $ (11.8) | | Total | | $ (3.1) |
| | | | | | | | | |
Great Plains Energy’s income statement reflects gains (losses) for the change in fair value of the MPS Merchant commodity contract derivatives not designated as hedging instruments of $2.0 million and $(0.1) million, respectively, for the three months ended March 31, 2010 and 2009.
The amounts recorded in accumulated OCI related to the cash flow hedges are summarized in the following table.
| | | | | | | | | | | | | |
| | | Great Plains Energy | | KCP&L |
| | | March 31 | | | December 31 | | March 31 | | | December 31 |
| | | 2010 | | | 2009 | | 2010 | | | 2009 |
| | | (millions) | |
| Current assets | | $ | 13.2 | | | $ | 13.3 | | | $ | 13.2 | | | $ | 13.3 | |
| Current liabilities | | | (85.0 | ) | | | (84.9 | ) | | | (79.3 | ) | | | (81.2 | ) |
| Noncurrent liabilities | | | (5.8 | ) | | | (0.5 | ) | | | (0.1 | ) | | | - | |
| Deferred income taxes | | | 30.2 | | | | 28.0 | | | | 25.8 | | | | 26.4 | |
| Total | | $ | (47.4 | ) | | $ | (44.1 | ) | | $ | (40.4 | ) | | $ | (41.5 | ) |
| | | | | | | | | | | | | | | | | |
Great Plains Energy’s accumulated OCI in the table above at March 31, 2010, includes $11.1 million that is expected to be reclassified to expense over the next twelve months. KCP&L’s accumulated OCI includes $9.3 million that is expected to be reclassified to expense over the next twelve months.
| 15. | FAIR VALUE MEASUREMENTS |
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad categories, giving the highest priority to quoted prices in active markets for identical assets or liabilities and lowest priority to unobservable inputs. A definition of the various levels, as well as discussion of the various measurements within the levels, is as follows:
Level 1 – Unadjusted quoted prices for identical assets or liabilities in active markets that Great Plains Energy and KCP&L have access to at the measurement date. Assets categorized within this level consist of Great Plains
Energy’s and KCP&L’s various exchange traded derivative instruments and equity and U.S. Treasury securities that are actively traded within KCP&L’s decommissioning trust fund and GMO’s SERP rabbi trust fund.
Level 2 – Market-based inputs for assets or liabilities that are observable (either directly or indirectly) or inputs that are not observable but are corroborated by market data. Assets and liabilities categorized within this level consist of Great Plains Energy’s and KCP&L’s various non-exchange traded derivative instruments traded in over-the-counter markets and certain debt securities within KCP&L’s decommissioning trust fund and GMO’s SERP rabbi trust fund.
Level 3 – Unobservable inputs, reflecting Great Plains Energy’s and KCP&L’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Assets categorized within this level consist of Great Plains Energy’s various non-exchange traded derivative instruments traded in over-the-counter markets and certain debt securities within KCP&L’s decommissioning trust fund for which sufficiently observable market data is not available to corroborate the valuation inputs.
The following tables include Great Plains Energy’s and KCP&L’s balances of financial assets and liabilities measured at fair value on a recurring basis at March 31, 2010, and December 31, 2009.
| | | | | | | | | | | | | | | | |
| | | | | | | | | Fair Value Measurements Using | |
| Description | | March 31 2010 | | | Netting(d) | | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | | Significant Unobservable Inputs (Level 3) | |
| KCP&L | | (millions) | |
| Assets | | | | | | | | | | | | | | | |
Derivative instruments (a) | | $ | - | | | $ | (0.5 | ) | | $ | 0.3 | | | $ | 0.2 | | | $ | - | |
Nuclear decommissioning trust (b) | | | | | | | | | | | | | | | | | | | | |
| Equity securities | | | 76.8 | | | | - | | | | 76.8 | | | | - | | | | - | |
| Debt securities | | | | | | | | | | | | | | | | | | | | |
| U.S. Treasury | | | 10.9 | | | | - | | | | 10.9 | | | | - | | | | - | |
| U.S. Agency | | | 3.5 | | | | - | | | | - | | | | 3.5 | | | | - | |
| State and local obligations | | | 2.3 | | | | - | | | | - | | | | 2.3 | | | | - | |
| Corporate bonds | | | 20.0 | | | | - | | | | - | | | | 20.0 | | | | - | |
| Foreign governments | | | 0.7 | | | | - | | | | - | | | | 0.7 | | | | - | |
| Other | | | 0.5 | | | | - | | | | - | | | | 0.5 | | | | - | |
| Total nuclear decommissioning trust | | | 114.7 | | | | - | | | | 87.7 | | | | 27.0 | | | | - | |
| Total | | | 114.7 | | | | (0.5 | ) | | | 88.0 | | | | 27.2 | | | | - | |
| Liabilities | | | | | | | | | | | | | | | | | | | | |
Derivative instruments (a) | | | - | | | | (0.7 | ) | | | 0.4 | | | | 0.3 | | | | - | |
| Total | | $ | - | | | $ | (0.7 | ) | | $ | 0.4 | | | $ | 0.3 | | | $ | - | |
| Other Great Plains Energy | | | | | | | | | | | | | | | | | | | | |
| Assets | | | | | | | | | | | | | | | | | | | | |
Derivative instruments (a) | | $ | 11.1 | | | $ | (0.4 | ) | | $ | 0.4 | | | $ | 5.7 | | | $ | 5.4 | |
SERP rabbi trust (c) | | | | | | | | | | | | | | | | | | | | |
| Equity securities | | | 0.2 | | | | - | | | | 0.2 | | | | - | | | | - | |
| Debt securities | | | 6.9 | | | | - | | | | - | | | | 6.9 | | | | - | |
| Total SERP rabbi trust | | | 7.1 | | | | - | | | | 0.2 | | | | 6.9 | | | | - | |
| Total | | | 18.2 | | | | (0.4 | ) | | | 0.6 | | | | 12.6 | | | | 5.4 | |
| Liabilities | | | | | | | | | | | | | | | | | | | | |
Derivative instruments (a) | | | 8.1 | | | | (5.9 | ) | | | 5.9 | | | | 8.1 | | | | - | |
| Total | | $ | 8.1 | | | $ | (5.9 | ) | | $ | 5.9 | | | $ | 8.1 | | | $ | - | |
| Great Plains Energy | | | | | | | | | | | | | | | | | | | | |
| Assets | | | | | | | | | | | | | | | | | | | | |
Derivative instruments (a) | | $ | 11.1 | | | $ | (0.9 | ) | | $ | 0.7 | | | $ | 5.9 | | | $ | 5.4 | |
Nuclear decommissioning trust (b) | | | 114.7 | | | | - | | | | 87.7 | | | | 27.0 | | | | - | |
SERP rabbi trust (c) | | | 7.1 | | | | - | | | | 0.2 | | | | 6.9 | | | | - | |
| Total | | | 132.9 | | | | (0.9 | ) | | | 88.6 | | | | 39.8 | | | | 5.4 | |
| Liabilities | | | | | | | | | | | | | | | | | | | | |
Derivative instruments (a) | | | 8.1 | | | | (6.6 | ) | | | 6.3 | | | | 8.4 | | | | - | |
| Total | | $ | 8.1 | | | $ | (6.6 | ) | | $ | 6.3 | | | $ | 8.4 | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | Fair Value Measurements Using | |
| Description | | December 31 2009 | | Netting(d) | | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | | Significant Unobservable Inputs (Level 3) | |
| KCP&L | | (millions) | |
| Assets | | | | | | | | | | | | | | | |
Derivative instruments (a) | | $ | 0.2 | | | $ | (0.2 | ) | | $ | 0.2 | | | $ | 0.2 | | | $ | - | |
Nuclear decommissioning trust (b) | | | | | | | | | | | | | | | | | | | | |
| Equity securities | | | 44.5 | | | | - | | | | 44.5 | | | | - | | | | - | |
| Debt securities | | | | | | | | | | | | | | | | | | | | |
| U.S. Treasury | | | 11.2 | | | | - | | | | 11.2 | | | | - | | | | - | |
| U.S. Agency | | | 3.5 | | | | - | | | | - | | | | 3.5 | | | | - | |
| State and local obligations | | | 3.1 | | | | - | | | | - | | | | 2.9 | | | | 0.2 | |
| Corporate bonds | | | 18.9 | | | | - | | | | - | | | | 18.9 | | | | - | |
| Foreign governments | | | 0.7 | | | | - | | | | - | | | | 0.7 | | | | - | |
| Other | | | 1.2 | | | | - | | | | - | | | | 1.2 | | | | - | |
| Total nuclear decommissioning trust | | | 83.1 | | | | - | | | | 55.7 | | | | 27.2 | | | | 0.2 | |
| Total | | | 83.3 | | | | (0.2 | ) | | | 55.9 | | | | 27.4 | | | | 0.2 | |
| Liabilities | | | | | | | | | | | | | | | | | | | | |
Derivative instruments (a) | | | - | | | | (0.2 | ) | | | - | | | | 0.2 | | | | - | |
| Total | | $ | - | | | $ | (0.2 | ) | | $ | - | | | $ | 0.2 | | | $ | - | |
| Other Great Plains Energy | | | | | | | | | | | | | | | | | | | | |
| Assets | | | | | | | | | | | | | | | | | | | | |
Derivative instruments (a) | | $ | 9.2 | | | $ | (0.7 | ) | | $ | 0.7 | | | $ | 5.1 | | | $ | 4.1 | |
SERP rabbi trust (c) | | | | | | | | | | | | | | | | | | | | |
| Equity securities | | | 0.2 | | | | - | | | | 0.2 | | | | - | | | | - | |
| Debt securities | | | 6.9 | | | | - | | | | - | | | | 6.9 | | | | - | |
| Total SERP rabbi trust | | | 7.1 | | | | - | | | | 0.2 | | | | 6.9 | | | | - | |
| Total | | | 16.3 | | | | (0.7 | ) | | | 0.9 | | | | 12.0 | | | | 4.1 | |
| Liabilities | | �� | | | | | | | | | | | | | | | | | | |
Derivative instruments (a) | | | 0.8 | | | | (1.6 | ) | | | 1.6 | | | | 0.8 | | | | - | |
| Total | | $ | 0.8 | | | $ | (1.6 | ) | | $ | 1.6 | | | $ | 0.8 | | | $ | - | |
| Great Plains Energy | | | | | | | | | | | | | | | | | | | | |
| Assets | | | | | | | | | | | | | | | | | | | | |
Derivative instruments (a) | | $ | 9.4 | | | $ | (0.9 | ) | | $ | 0.9 | | | $ | 5.3 | | | $ | 4.1 | |
Nuclear decommissioning trust (b) | | | 83.1 | | | | - | | | | 55.7 | | | | 27.2 | | | | 0.2 | |
SERP rabbi trust (c) | | | 7.1 | | | | - | | | | 0.2 | | | | 6.9 | | | | - | |
| Total | | | 99.6 | | | | (0.9 | ) | | | 56.8 | | | | 39.4 | | | | 4.3 | |
| Liabilities | | | | | | | | | | | | | | | | | | | | |
Derivative instruments (a) | | | 0.8 | | | | (1.8 | ) | | | 1.6 | | | | 1.0 | | | | - | |
| Total | | $ | 0.8 | | | $ | (1.8 | ) | | $ | 1.6 | | | $ | 1.0 | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | |
| (a) | The fair value of derivative instruments is estimated using market quotes, over-the-counter forward priced and volatility curves and correlations among fuel prices, net of estimated credit risk. |
| (b) | Fair value is based on quoted market prices of the investments held by the fund and/or valuation models. The total does not include $3.1 million and $29.4 million at March 31, 2010, and December 31, 2009, respectively, of cash and cash equivalents, which are not subject to the fair value requirements. |
| (c) | Fair value is based on quoted market prices of the investments held by the fund and/or valuation models. The total does not include $15.7 million and $16.2 million at March 31, 2010, and December 31, 2009, respectively, of cash and cash equivalents, which are not subject to the fair value requirements. |
| (d) | Represents the difference between derivative contracts in an asset or liability position presented on a net basis by counterparty on the consolidated balance sheet where a master netting agreement exists between the Company and the counterparty. At March 31, 2010, and December 31, 2009, Great Plains Energy netted $5.7 million and $0.9 million, respectively, of cash collateral posted with counterparties. |
The following tables reconcile the beginning and ending balances for all level 3 assets and liabilities, net measured at fair value on a recurring basis for the three months ended March 31, 2010 and 2009.
| | | | | | | | | | |
| Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | | | | |
| | | | | | Other | | | |
| | | | | | Great | | Great |
| | | | | | Plains | | Plains |
| | | KCP&L | | Energy | | Energy |
| | | State & Local | | Derivative | | |
| Description | | Obligations | | Instruments | | Total |
| | | (milllions) | |
| Balance January 1, 2010 | | $ | 0.2 | | | $ | 4.1 | | | $ | 4.3 | |
| Total realized/unrealized gains or (losses) | | | | | | | | | | | | |
| Included in non-operating income | | | - | | | | (2.5 | ) | | | (2.5 | ) |
| Sales | | | (0.2 | ) | | | - | | | | (0.2 | ) |
| Settlements | | | - | | | | 3.8 | | | | 3.8 | |
| Balance March 31, 2010 | | $ | - | | | $ | 5.4 | | | $ | 5.4 | |
| | | | | | | | | | | | | |
| Total unrealized gains and (losses) included in non-operating | | | | | | | | | | |
| income relating to assets and liabilities still on the | | | | | | | | | | | | |
| consolidated balance sheet at March 31, 2010 | | $ | - | | | $ | 1.5 | | | $ | 1.5 | |
| | | | | | | | | | | | | |
| | | | | | | | | | |
| Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | | | | |
| | | | | | Other | | | |
| | | | | | Great | | Great |
| | | | | | Plains | | Plains |
| | | KCP&L | | Energy | | Energy |
| | | Nuclear | | | | | |
| | | Decommissioning | | Derivative | | | |
| Description | | Trust | | Instruments | | Total |
| | | (millions) | |
| Balance January 1, 2009 | | $ | 6.8 | | | $ | 3.8 | | | $ | 10.6 | |
| Total realized/unrealized gains or (losses) | | | | | | | | | | | | |
| Included in regulatory liability | | | 0.1 | | | | (0.6 | ) | | | (0.5 | ) |
| Purchases, issuances, and settlements | | | - | | | | (0.6 | ) | | | (0.6 | ) |
| Transfers in and/or out of Level 3 | | | (0.1 | ) | | | - | | | | (0.1 | ) |
| Balance March 31, 2009 | | $ | 6.8 | | | $ | 2.6 | | | $ | 9.4 | |
| | | | | | | | | | | | | |
| Total unrealized gains and (losses) included in non-operating | | | | | | | | | |
| income relating to assets and liabilities still on the | | | | | | | | | | | | |
| consolidated balance sheet at March 31, 2009 | | $ | - | | | $ | (1.2 | ) | | $ | (1.2 | ) |
| | | | | | | | | | | | | |
Components of income tax expense (benefit) are detailed in the following tables.
| | | | | | | |
| Great Plains Energy | | | | | | |
| Three Months Ended March 31 | | 2010 | | | 2009 | |
| Current income taxes | | (millions) | |
| Federal | | $ | (0.8 | ) | | $ | (5.3 | ) |
| State | | | 0.8 | | | | (1.4 | ) |
| Total | | | - | | | | (6.7 | ) |
| Deferred income taxes | | | | | | | | |
| Federal | | | 3.8 | | | | (22.4 | ) |
| State | | | 0.9 | | | | (0.8 | ) |
| Total | | | 4.7 | | | | (23.2 | ) |
| Noncurrent income taxes | | | | | | | | |
| Federal | | | 0.8 | | | | (1.6 | ) |
| State | | | 0.2 | | | | (0.2 | ) |
| Foreign | | | 0.3 | | | | (2.1 | ) |
| Total | | | 1.3 | | | | (3.9 | ) |
| Investment tax credit | | | | | | | | |
| Deferral | | | 4.2 | | | | 8.1 | |
| Amortization | | | (0.5 | ) | | | (0.6 | ) |
| Total | | | 3.7 | | | | 7.5 | |
| Income tax expense (benefit) | | $ | 9.7 | | | $ | (26.3 | ) |
| | | | | | | | | |
| | | | | | | |
| KCP&L | | | | | | |
| Three Months Ended March 31 | | 2010 | | | 2009 | |
| Current income taxes | | (millions) | |
| Federal | | $ | 16.2 | | | $ | (0.2 | ) |
| State | | | 3.1 | | | | (0.1 | ) |
| Total | | | 19.3 | | | | (0.3 | ) |
| Deferred income taxes | | | | | | | | |
| Federal | | | (14.4 | ) | | | (8.8 | ) |
| State | | | (1.7 | ) | | | 0.2 | |
| Total | | | (16.1 | ) | | | (8.6 | ) |
| Noncurrent income taxes | | | | | | | | |
| Federal | | | 0.5 | | | | (1.3 | ) |
| State | | | 0.1 | | | | (0.1 | ) |
| Total | | | 0.6 | | | | (1.4 | ) |
| Investment tax credit | | | | | | | | |
| Deferral | | | 4.2 | | | | 8.1 | |
| Amortization | | | (0.4 | ) | | | (0.4 | ) |
| Total | | | 3.8 | | | | 7.7 | |
| Total | | $ | 7.6 | | | $ | (2.6 | ) |
| | | | | | | | | |
Income Tax Expense (Benefit) and Effective Income Tax Rates
Income tax expense (benefit) and the effective income tax rates reflected in the financial statements and the reasons for their differences from the statutory federal rates are detailed in the following tables.
| | | | | | | | | | | | | |
| Great Plains Energy | Income Tax Expense (Benefit) | Income Tax Rate |
| Three Months Ended March 31 | | 2010 | | | 2009 | | | 2010 | | | 2009 | |
| | | (millions) | | | | | | | |
| Federal statutory income tax | | $ | 10.5 | | | $ | (1.6 | ) | | | 35.0 | % | | | 35.0 | % |
| Differences between book and tax | | | | | | | | | | | | | | | | |
| depreciation not normalized | | | (2.6 | ) | | | (3.5 | ) | | | (8.6 | ) | | | 75.0 | |
| Amortization of investment tax credits | | | (0.5 | ) | | | (0.6 | ) | | | (1.8 | ) | | | 11.9 | |
| Federal income tax credits | | | (1.9 | ) | | | (2.5 | ) | | | (6.5 | ) | | | 55.0 | |
| State income taxes | | | 0.9 | | | | (0.6 | ) | | | 3.1 | | | | 12.5 | |
| Medicare Part D subsidy legislation | | | 2.8 | | | | - | | | | 9.4 | | | | - | |
| Changes in uncertain tax positions, net | | | 0.3 | | | | (74.1 | ) | | | 1.1 | | | | 1,599.4 | |
| Valuation allowance | | | - | | | | 56.0 | | | | - | | | | (1,209.4 | ) |
| Other | | | 0.2 | | | | 0.6 | | | | 0.3 | | | | (10.5 | ) |
| Total | | $ | 9.7 | | | $ | (26.3 | ) | | | 32.0 | % | | | 568.9 | % |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| KCP&L | Income Tax Expense (Benefit) | Income Tax Rate |
| Three Months Ended March 31 | | 2010 | | | 2009 | | | 2010 | | | 2009 | |
| | | (millions) | | | | | | | |
| Federal statutory income tax | | $ | 9.4 | | | $ | 2.0 | | | | 35.0 | % | | | 35.0 | % |
| Differences between book and tax | | | | | | | | | | | | | | | | |
| depreciation not normalized | | | (2.1 | ) | | | (2.3 | ) | | | (7.8 | ) | | | (39.5 | ) |
| Amortization of investment tax credits | | | (0.4 | ) | | | (0.4 | ) | | | (1.3 | ) | | | (6.1 | ) |
| Federal income tax credits | | | (1.9 | ) | | | (2.3 | ) | | | (7.2 | ) | | | (39.4 | ) |
| State income taxes | | | 0.7 | | | | - | | | | 2.6 | | | | (0.2 | ) |
| Medicare Part D subsidy legislation | | | 2.8 | | | | - | | | | 10.5 | | | | - | |
| Changes in uncertain tax positions, net | | | - | | | | 0.1 | | | | - | | | | 0.8 | |
| Other | | | (0.9 | ) | | | 0.3 | | | | (3.5 | ) | | | 5.5 | |
| Total | | $ | 7.6 | | | $ | (2.6 | ) | | | 28.3 | % | | | (43.9 | ) % |
| | | | | | | | | | | | | | | | | |
Advanced Coal Credit
In April 2008, KCP&L was notified that its application filed in 2007 for $125.0 million in advanced coal investment tax credits (ITC) was approved by the IRS. The credit is based on the amount of expenses incurred on the construction of Iatan No. 2. Additionally, in order to meet the advanced clean coal standards and avoid forfeiture and/or the recapture of tax credits in the future, KCP&L must meet or exceed certain environmental performance standards for at least five years once the plant is placed in service.
Great Plains Energy and KCP&L recognized deferred federal tax benefits of $4.2 million and $8.1 million for the three months ended March 31, 2010 and 2009, respectively. However, tax laws require KCP&L to reduce income tax expense for ratemaking and financial statement purposes ratably over the life of the plant. Therefore, Great Plains Energy and KCP&L concurrently recognized a separate deferred advanced coal ITC expense to offset the current and deferred federal tax benefit. At March 31, 2010, and December 31, 2009, Great Plains Energy and KCP&L had $115.6 million and $111.4 million, respectively, of deferred advanced coal ITC. Great Plains Energy and KCP&L will recognize the tax benefits of the ITC over the life of the plant once it is placed in service. See Not e 12 for a related legal proceeding.
Uncertain Tax Positions
At March 31, 2010, and December 31, 2009, Great Plains Energy had $52.6 million and $51.4 million, respectively, of liabilities related to unrecognized tax benefits. Of these amounts, $17.6 million at March 31, 2010, and $17.3 million at December 31, 2009, are expected to impact the effective tax rate if recognized.
At March 31, 2010, and December 31, 2009, KCP&L had $21.4 million and $20.9 million, respectively, of liabilities related to unrecognized tax benefits. Of these amounts, $0.4 million at March 31, 2010, and December 31, 2009, are expected to impact the effective tax rate if recognized.
The following table reflects activity for Great Plains Energy and KCP&L related to the liability for unrecognized tax benefits.
| | | | | | | | | | | | | |
| | Great Plains Energy | | KCP&L |
| | | March 31 | | | December 31 | | March 31 | | | December 31 |
| | | 2010 | | | 2009 | | 2010 | | | 2009 |
| | (millions) | |
| Beginning balance | | $ | 51.4 | | | $ | 97.3 | | | $ | 20.9 | | | $ | 17.6 | |
| Additions for current year tax positions | | | 1.3 | | | | 13.2 | | | | 0.9 | | | | 3.9 | |
| Additions for prior year tax positions | | | - | | | | 8.2 | | | | - | | | | 3.0 | |
| Additions for GMO prior year tax positions | | | - | | | | 11.6 | | | | - | | | | - | |
| Reductions for prior year tax positions | | | (0.4 | ) | | | (1.3 | ) | | | (0.4 | ) | | | (0.8 | ) |
| Settlements | | | - | | | | (76.7 | ) | | | - | | | | (2.2 | ) |
| Statute expirations | | | - | | | | (0.7 | ) | | | - | | | | (0.6 | ) |
| Foreign currency translation adjustments | | | 0.3 | | | | (0.2 | ) | | | - | | | | - | |
| Ending balance | | $ | 52.6 | | | $ | 51.4 | | | $ | 21.4 | | | $ | 20.9 | |
| | | | | | | | | | | | | | | | | |
Great Plains Energy and KCP&L recognize interest accrued related to unrecognized tax benefits in interest expense and recognize penalties related to unrecognized tax benefits in non-operating expenses. At March 31, 2010, and December 31, 2009, accrued interest related to unrecognized tax benefits for Great Plains Energy was $6.4 million and $5.9 million, respectively. Amounts accrued for penalties related to unrecognized tax benefits were $1.1 million at March 31, 2010 and December 31, 2009. KCP&L had accrued interest related to unrecognized tax benefits of $1.8 million and $1.7 million at March 31, 2010, and December 31, 2009, respectively. Amounts accrued for penalties related to unrecognized tax benefits for KCP&L are insignificant.
The IRS is currently auditing Great Plains Energy and its subsidiaries for the 2005-2008 tax years and the Company is protesting an audit assessment by the Canada Revenue Authority (CRA) against a former GMO subsidiary for the 2002 tax year. The Company estimates that it is reasonably possible that $5.1 million for Great Plains Energy and $4.9 million for KCP&L of unrecognized tax benefits may be recognized in the next twelve months due to statute expirations or settlement agreements with tax authorities.
| 17. | SEGMENTS AND RELATED INFORMATION |
Great Plains Energy
Great Plains Energy has one reportable segment based on its method of internal reporting, which generally segregates reportable segments based on products and services, management responsibility and regulation. The one reportable business segment is electric utility, consisting of KCP&L and GMO’s regulated utility operations. Other includes GMO activity other than its regulated utility operations, Services, KLT Inc., unallocated corporate charges, consolidating entries and intercompany eliminations. Intercompany eliminations include insignificant amounts of intercompany financing-related activities. The summary of significant accounting policies applies to the reportable segment. Segment performance is evaluated based on net income attributable to Great Plains Energy.
The following tables reflect summarized financial information concerning Great Plains Energy’s reportable segment.
| | | | | | | | | | |
| Three Months Ended | | Electric Utility | | | | | | Great Plains |
| March 31, 2010 | | Other | | | Energy |
| | | (millions) |
| Operating revenues | | $ | 506.9 | | | $ | - | | | $ | 506.9 | |
| Depreciation and amortization | | | (82.2 | ) | | | - | | | | (82.2 | ) |
| Interest charges | | | (36.2 | ) | | | (10.3 | ) | | | (46.5 | ) |
| Income tax (expense) benefit | | | (11.6 | ) | | | 1.9 | | | | (9.7 | ) |
| Net income (loss) | | | 24.9 | | | | (4.6 | ) | | | 20.3 | |
| | | | | | | | | | | | | |
| | | | | | | | | | |
| Three Months Ended | | Electric Utility | | | | | | Great Plains |
| March 31, 2009 | | Other | | | Energy |
| | | (millions) |
| Operating revenues | | $ | 419.2 | | | $ | - | | | $ | 419.2 | |
| Depreciation and amortization | | | (69.0 | ) | | | - | | | | (69.0 | ) |
| Interest charges | | | (34.3 | ) | | | (3.0 | ) | | | (37.3 | ) |
| Income tax benefit | | | 5.8 | | | | 20.5 | | | | 26.3 | |
| Loss from equity investments | | | - | | | | (0.1 | ) | | | (0.1 | ) |
| Net income | | | 7.4 | | | | 14.3 | | | | 21.7 | |
| | | | | | | | | | | | | |
| | | | | | | | | |
| | | Electric Utility | | Other | | Eliminations | Great Plains Energy |
| March 31, 2010 | | (millions) | |
| Assets | | $ | 8,905.8 | | | $ | 100.3 | | | $ | (421.6 | ) | | $ | 8,584.5 | |
Capital expenditures (a) | | | 176.9 | | | | - | | | | - | | | | 176.9 | |
| December 31, 2009 | | | | | | | | | | | | | | | | |
| Assets | | $ | 8,765.3 | | | $ | 152.5 | | | $ | (435.0 | ) | | $ | 8,482.8 | |
Capital expenditures (a) | | | 841.3 | | | | - | | | | - | | | | 841.3 | |
(a) Capital expenditures reflect year to date amounts for the periods presented. |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GREAT PLAINS ENERGY INCORPORATED
EXECUTIVE SUMMARY
Description of Business
Great Plains Energy is a public utility holding company and does not own or operate any significant assets other than the stock of its subsidiaries. Great Plains Energy’s direct subsidiaries are KCP&L, GMO, KLT Inc. and Services. Great Plains Energy’s sole reportable business segment is electric utility.
Electric utility consists of KCP&L, a regulated utility, and GMO’s regulated utility operations, which include its Missouri Public Service and St. Joseph Light & Power divisions. Electric utility has over 6,000 MWs of generating capacity and engages in the generation, transmission, distribution and sale of electricity to over 820,000 customers in the states of Missouri and Kansas. Electric utility’s retail electricity rates are below the national average of investor-owned utilities.
Earnings Overview
Great Plains Energy’s earnings available for common shareholders for the three months ended March 31, 2010, were $19.9 million or $0.15 per share compared to $21.3 million, or $0.18 per share, for the same period in 2009. Electric utility’s net income increased $17.5 million primarily driven by an increase in gross margins due to new retail rates partially offset by increased operations and maintenance expense driven by planned plant outages and increased depreciation and amortization expense due to additional regulatory amortization pursuant to KCP&L’s 2009 rate cases and depreciation from placing the Iatan No. 1 environmental equipment in service in April 2009. Great Plains Energy’s corporate and other activities had a loss of $5.0 million for the three months ended March 31, 2010, compa red to income of $13.9 million for the same period in 2009. First quarter 2010 reflects $4.6 million of after-tax interest expense for Equity Units issued in May 2009 and first quarter 2009 reflects a $16.0 million tax benefit due to the settlement of GMO’s 2003-2004 tax audit.
Comprehensive Energy Plan – Iatan No. 2
In April of 2010, Great Plains Energy and KCP&L announced the results of a cost and schedule reforecast for Iatan No. 2. Based on the results of the reforecast process, the Company currently projects a fourth quarter 2010 in-service date for Iatan No. 2. The current and previous cost estimate ranges are shown in the following table. The cost estimate ranges do not include allowance for funds used during construction or the cost of common facilities that were identified at the time of the start-up of the Iatan No. 1 environmental project that will be used by both Iatan No. 1 and Iatan No. 2.
| | | | | | | | | | | | | | | | | | | |
| | Current Estimate | Previous Estimate | | | | | | |
| | Range | Range | Change |
| | (millions) | |
| Great Plains Energy's 73% share of Iatan No. 2 | $ | 1,222 | | | - | | $ | 1,251 | | $ | 1,153 | | | - | | $ | 1,201 | | $ | 69 | | | - | | $ | 50 | |
| KCP&L's 55% share of Iatan No. 2 | | 919 | | | - | | | 941 | | | 868 | | | - | | | 904 | | | 51 | | | - | | | 37 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The increase in the cost estimate ranges is primarily due to the shift in the expected in-service date, the impact of lower wholesale prices on expected test power revenues that offset construction cost, and a level of contingency management considers appropriate in light of recent start-up events encountered at other coal plants under construction.
KCP&L currently expects that the rates to be set in its pending Kansas rate case will be effective late in the fourth quarter of 2010 or early first quarter of 2011. KCP&L and GMO expect to file rate cases in Missouri in the second quarter of 2010 to include costs related to Iatan No. 2, upgrades to the transmission and distribution
system to improve reliability and overall increased costs of service. Any authorized changes to retail rates are expected to be effective in the second quarter of 2011.
RELATED PARTY TRANSACTIONS
See Note 13 to the consolidated financial statements for information regarding related party transactions.
ENVIRONMENTAL MATTERS
See Note 11 to the consolidated financial statements for information regarding environmental matters.
GREAT PLAINS ENERGY RESULTS OF OPERATIONS
The following table summarizes Great Plains Energy’s comparative results of operations.
| |
| Three Months Ended March 31 | 2010 | 2009 |
| | (millions) |
| Operating revenues | $ | 506.9 | | $ | 419.2 | |
| Fuel | | (101.8 | ) | | (87.6 | ) |
| Purchased power | | (65.5 | ) | | (57.2 | ) |
| Transmission of electricity by others | | (5.6 | ) | | (6.0 | ) |
Gross margin (a) | | 334.0 | | | 268.4 | |
| Other operating expenses | | (189.8 | ) | | (178.5 | ) |
| Depreciation and amortization | | (82.2 | ) | | (69.0 | ) |
| Operating income | | 62.0 | | | 20.9 | |
| Non-operating income and expenses | | 14.5 | | | 11.9 | |
| Interest charges | | (46.5 | ) | | (37.3 | ) |
| Income tax (expense) benefit | | (9.7 | ) | | 26.3 | |
| Loss from equity investments | | - | | | (0.1 | ) |
| Net income | | 20.3 | | | 21.7 | |
| Preferred dividends | | (0.4 | ) | | (0.4 | ) |
| Earnings available for common shareholders | $ | 19.9 | | $ | 21.3 | |
(a) Gross margin is a non-GAAP measure. See explanation below. |
Great Plains Energy’s earnings available for common shareholders for the three months ended March 31, 2010, decreased to $19.9 million, or $0.15 per share, from $21.3 million, or $0.18 per share for the same period in 2009.
Electric utility’s net income increased $17.5 million for the three months ended March 31, 2010, compared to the same period in 2009 primarily driven by an increase in gross margins due to new retail rates partially offset by increased operations and maintenance expense driven by planned plant outages and increased depreciation and amortization expense due to additional regulatory amortization pursuant to KCP&L’s 2009 rate cases and depreciation from placing the Iatan No. 1 environmental equipment in service in April 2009.
Great Plains Energy’s corporate and other activities had a loss of $5.0 million for the three months ended March 31, 2010, compared to income of $13.9 million for the same period in 2009. First quarter 2010 reflects $4.6 million of after-tax interest expense for Equity Units issued in May 2009 and first quarter 2009 reflects a $16.0 million tax benefit due to the settlement of GMO’s 2003-2004 tax audit.
Gross Margin
Gross margin is a financial measure that is not calculated in accordance with generally accepted accounting principles (GAAP). Gross margin, as used by Great Plains Energy and KCP&L, is defined as operating revenues less fuel, purchased power and transmission of electricity by others. Expenses for fuel, purchased power and transmission of electricity by others, offset by wholesale sales margin, are subject to recovery through cost
adjustment mechanisms, except for KCP&L's Missouri retail operations. As a result, operating revenues increase or decrease in relation to a significant portion of these expenses. Management believes that gross margin provides a more meaningful basis for evaluating electric utility’s operations across periods than operating revenues because gross margin excludes the revenue effect of fluctuations in these expenses. Gross margin is used internally to measure performance against budget and in reports for management and the Board. The companies’ definition of gross margin may differ from similar terms used by other companies.
ELECTRIC UTILITY RESULTS OF OPERATIONS
The following table summarizes the electric utility segment results of operations.
| |
| Three Months Ended March 31 | 2010 | 2009 |
| | (millions) |
| Operating revenues | $ | 506.9 | | $ | 419.2 | |
| Fuel | | (101.8 | ) | | (87.6 | ) |
| Purchased power | | (65.5 | ) | | (57.2 | ) |
| Transmission of electricity by others | | (5.6 | ) | | (6.0 | ) |
Gross margin (a) | | 334.0 | | | 268.4 | |
| Other operating expenses | | (189.0 | ) | | (175.2 | ) |
| Depreciation and amortization | | (82.2 | ) | | (69.0 | ) |
| Operating income | | 62.8 | | | 24.2 | |
| Non-operating income and expenses | | 9.9 | | | 11.7 | |
| Interest charges | | (36.2 | ) | | (34.3 | ) |
| Income tax (expense) benefit | | (11.6 | ) | | 5.8 | |
| Net income | $ | 24.9 | | $ | 7.4 | |
(a) Gross margin is a non-GAAP measure. See explanation under Great Plains Energy's |
| Results of Operations. |
The following table summarizes electric utility’s gross margins and MWhs sold.
| |
| | Revenues and Costs | % | | MWhs Sold | % |
| Three Months Ended March 31 | 2010 | 2009 | Change | | 2010 | 2009 | Change |
| Retail revenues | (millions) | | | | (thousands) | | |
| Residential | $ | 204.7 | | $ | 168.8 | | | 21 | | | | 2,539 | | | 2,291 | | | 11 | |
| Commercial | | 182.3 | | | 157.3 | | | 16 | | | | 2,624 | | | 2,550 | | | 3 | |
| Industrial | | 40.4 | | | 35.5 | | | 14 | | | | 745 | | | 729 | | | 2 | |
| Other retail revenues | | 4.2 | | | 3.9 | | | 10 | | | | 25 | | | 29 | | | (6 | ) |
| Fuel recovery mechanism under (over) recovery | | 13.6 | | | 11.8 | | | 16 | | | NA | | NA | | NA | |
| Total retail | | 445.2 | | | 377.3 | | | 18 | | | | 5,933 | | | 5,599 | | | 6 | |
| Wholesale revenues | | 49.7 | | | 28.7 | | | 73 | | | | 1,323 | | | 813 | | | 63 | |
| Other revenues | | 12.0 | | | 13.2 | | | (8 | ) | | NA | | NA | | NA | |
| Operating revenues | | 506.9 | | | 419.2 | | | 21 | | | | 7,256 | | | 6,412 | | | 13 | |
| Fuel | | (101.8 | ) | | (87.6 | ) | | 16 | | | | | | | | | | | |
| Purchased power | | (65.5 | ) | | (57.2 | ) | | 15 | | | | | | | | | | | |
| Transmission of electricity by others | | (5.6 | ) | | (6.0 | ) | | (8 | ) | | | | | | | | | | |
| Gross margin | $ | 334.0 | | $ | 268.4 | | | 24 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Electric utility’s gross margin increased $65.6 million for the three months ended March 31, 2010, compared to the same period in 2009 primarily due to an increase in retail revenues driven by new retail rates effective August 1, 2009, and September 1, 2009, for Kansas and Missouri, respectively.
Retail MWhs sold increased due to favorable winter weather, with a 15% increase in heating degree days and an increase in weather-normalized customer demand reflecting an improving economic climate. Wholesale MWhs sold increased due to a 15% increase in generation resulting in more MWhs available for sale, partially offset by the higher retail load requirements. The increase in generation was a result of Iatan No. 1 being off-line the entire first quarter of 2009 to complete an environmental upgrade and unit overhaul and Sibley No. 3 being off-line roughly half the quarter to complete an environmental upgrade, with the expenditures being capitalized, therefore, not impacting operating and maintenance expenses. As a result, coal base load equivalent availability factor increased to 78% for the three months ended March 31, 2010, compared to 64% for the same period in 2009.
Electric Utility Other Operating Expenses (including utility operating and maintenance expenses, general taxes and other)
Electric utility’s other operating expenses increased $13.8 million for the three months ended March 31, 2010, compared to the same period in 2009 due to a $10.3 million increase in operating and maintenance expenses driven primarily by planned plant outages and a $3.4 million increase in general taxes driven by increased gross receipts taxes on higher retail revenues.
Electric Utility Depreciation and Amortization
Electric utility’s depreciation and amortization costs increased $13.2 million for the three months ended March 31, 2010, compared to the same period in 2009 primarily due to $7.0 million of additional regulatory amortization pursuant to KCP&L’s 2009 rate cases and depreciation from placing the Iatan No. 1 environmental equipment in service in April 2009, as well as normal depreciation activity for other capital additions.
Electric Utility Interest Charges
Electric utility’s interest charges increased $1.9 million for the three months ended March 31, 2010, compared to the same period in 2009 primarily due to interest on KCP&L’s $400.0 million of Mortgage Bonds Series 2009A issued in March 2009, partially offset by decreased commercial paper outstanding and the maturity of GMO’s 7.625% Senior Notes in December 2009.
Electric Utility Income Tax Expense
Electric utility had income tax expense of $11.6 million for the three months ended March 31, 2010, compared to an income tax benefit of $5.8 million for the same period in 2009 due to increased pre-tax income and a $2.8 million increase in income tax expense for the cumulative change in tax treatment of the Medicare Part D subsidy under the Federal health care reform legislation signed into law in the first quarter of 2010.
GREAT PLAINS ENERGY SIGNIFICANT BALANCE SHEET CHANGES (March 31, 2010 compared to December 31, 2009)
| · | Great Plains Energy’s receivables, net decreased $40.8 million primarily due to a $17.5 million decrease in customer accounts receivable resulting from seasonal decreases, a $7.4 million decrease in receivables from joint owners primarily related to the Iatan No. 2 project and a decrease in wholesale sales receivables of $4.5 million driven by a decrease in market rates. |
| · | Great Plains Energy’s accounts receivable pledged as collateral and collateralized note payable of $95.0 million reflects the adoption on January 1, 2010, of new accounting guidance for transfers of financial assets. See Note 3 to the consolidated financial statements for additional information. |
| · | Great Plains Energy’s electric utility plant increased $66.0 million primarily due to $37.8 million placed in service for the Iatan No. 1 environmental project and certain Iatan facility common costs, in addition to normal plant activity. |
| · | Great Plains Energy’s construction work in progress increased $68.3 million primarily due to an $80.6 million increase related to Iatan No. 2, partially offset by $37.8 million for projects placed in service as described above, in addition to normal plant activity. |
| · | Great Plains Energy’s notes payable and commercial paper increased $57.5 million and $17.4 million, respectively, due to increased borrowings driven by the timing of cash payments. |
| · | Great Plains Energy’s accounts payable decreased $104.2 million primarily due to the timing of cash payments, including payments related to KCP&L’s Comprehensive Energy Plan projects. |
| · | Great Plains Energy’s accrued taxes increased $22.5 million primarily due to the timing of property tax payments. |
| · | Great Plains Energy’s accrued compensation and benefits decreased $10.3 million primarily due to the 2010 payment of amounts accrued at December 31, 2009. |
| · | Great Plains Energy’s long-term debt decreased $147.0 million primarily to reflect GMO’s $137.3 million 7.95% Senior Notes as current maturities. Current maturities of long-term debt increased similarly. |
CAPITAL REQUIREMENTS AND LIQUIDITY
Great Plains Energy operates through its subsidiaries and has no material assets other than the stock of its subsidiaries. Great Plains Energy’s ability to make payments on its debt securities and its ability to pay dividends is dependent on its receipt of dividends or other distributions from its subsidiaries, proceeds from the issuance of its securities and borrowings under its revolving credit facility.
Great Plains Energy’s capital requirements are principally comprised of debt maturities and electric utility’s construction and other capital expenditures. These items as well as additional cash and capital requirements are discussed below.
Great Plains Energy's liquid resources at March 31, 2010, consisted of $6.3 million of cash and cash equivalents on hand and $833.6 million of unused bank lines of credit. The unused lines consisted of $357.7 million from Great Plains Energy's revolving credit facility, $375.1 million from KCP&L's credit facilities and $100.8 million from GMO’s revolving credit facility. See Note 9 to the consolidated financial statements for more information on these agreements.
Great Plains Energy intends to meet day-to-day cash flow requirements including interest payments, retirement of maturing debt, construction requirements, dividends and pension benefit plan funding requirements, with a combination of internally generated funds and proceeds from the issuance of equity securities, equity-linked securities and/or short-term and long-term debt. Great Plains Energy’s intention to meet a portion of these requirements with internally generated funds may be impacted by the effect of inflation on operating expenses, the level of MWh sales, regulatory actions, compliance with environmental regulations and the availability of generating units. In addition, Great Plains Energy may issue equity, equity-linked securities and/or debt to finance growth.
Cash Flows from Operating Activities
On January 1, 2010, Great Plains Energy adopted new accounting guidance for transfers of financial assets, which resulted in the recognition of $95.0 million of accounts receivables pledged as collateral and a corresponding short-term collateralized note payable on Great Plains Energy’s balance sheet at March 31, 2010. See Note 3 for additional information. As a result, cash flows from operating activities were reduced by $95.0 million and cash flow from financing activities were raised by $95.0 million with no impact to the net change in cash for the three months ended March 31, 2010. Additionally, cash flows from operating activities for three months ended March 31, 2009, reflected the payment of $79.1 million for the settlement of FSS upon the issuance of $400.0 million of 7.15% Mortgage Bonds Ser ies 2009A in the first quarter of 2009. Other changes in working capital are detailed in Note 2 to the consolidated financial statements. The individual components of working capital vary with normal business cycles and operations.
Cash Flows from Investing Activities
Great Plains Energy’s cash used for investing activities varies with the timing of utility capital expenditures and purchases of investments and nonutility property. Investing activities are offset by the proceeds from the sale of properties and insurance recoveries.
Great Plains Energy’s utility capital expenditures decreased $126.2 million for the three months ended March 31, 2010, compared to the same period in 2009 due to a decrease in KCP&L’s cash utility expenditures primarily related to the Iatan No. 1 environmental project and a first quarter 2009 payment of $44.5 million related to a wind project.
Cash Flows from Financing Activities
Great Plains Energy’s cash flows from financing activities for the three months ended March 31, 2010, reflect additional short-term borrowings to support interest and dividend payments, in addition to the $95.0 million impact of the short-term collateralized note payable described above under cash flows from operating activities.
Great Plains Energy’s cash flows from financing activities for the three months ended March 31, 2009, reflect KCP&L’s issuance, at a discount, of $400.0 million of 7.15% Mortgage Bonds Series 2009A that mature in 2019. Great Plains Energy sold 3.8 million shares of common stock for $49.5 million in net proceeds under a Sales Agency Financing Agreement with BNY Mellon Capital Markets, LLC. The proceeds from these issuances were used to repay short-term borrowings at KCP&L.
Financing Authorization
Under stipulations with the MPSC and KCC, Great Plains Energy and KCP&L maintain common equity at not less than 30% and 35%, respectively, of total capitalization (including only the amount of short-term debt in excess of the amount of construction work in progress). KCP&L’s long-term financing activities are subject to the authorization of the MPSC. In March 2010, the MPSC authorized KCP&L to issue up to $450.0 million of long-term debt and to enter into interest rate hedging instruments in connection with such debt through December 31, 2011. KCP&L had not utilized any of this amount as of March 31, 2010.
In December 2008, FERC authorized KCP&L to have outstanding at any time up to a total of $1.1 billion in short-term debt instruments through December 2010. The authorization is subject to four restrictions: (i) proceeds of debt backed by utility assets must be used for utility purposes; (ii) if any utility assets that secure authorized debt are divested or spun off, the debt must follow the assets and also be divested or spun off; (iii) if any proceeds of the authorized debt are used for non-utility purposes, the debt must follow the non-utility assets (specifically, if the non-utility assets are divested or spun off, then a proportionate share of the debt must follow the divested or spun off non-utility assets); and (iv) if utility assets financed by the authorized short-term debt are divested or spun off to another entity , a proportionate share of the debt must also be divested or spun off. At March 31, 2010, there was $896.0 million available under this authorization.
In March 2010, and modified in April 2010, FERC authorized GMO to have outstanding at any time up to a total of $500.0 million of short-term debt authorization through April 2012, conditioned on interest rates not exceeding 4.3% over LIBOR, the prime rate or federal funds rate, as applicable, and subject to the same four restrictions as the KCP&L FERC short-term authorization discussed in the preceding paragraph. At March 31, 2010, there was $217.0 million available under this authorization. GMO has $750.0 million of FERC long-term debt authorization through July 31, 2010, none of which has been utilized.
KCP&L and GMO are also authorized by FERC to participate in the Great Plains Energy money pool, an internal financing arrangement in which funds may be lent on a short-term basis to KCP&L and GMO. At March 31, 2010, KCP&L had outstanding payables under the money pool of $1.5 million to Great Plains Energy and $7.0 million to GMO.
Debt Agreements
See Note 9 to the consolidated financial statements for discussion of revolving credit facilities.
Pensions
The Company maintains defined benefit plans for substantially all active and inactive employees of KCP&L, GMO and WCNOC and incurs significant costs in providing the plans. Funding of the plans follows legal and regulatory requirements with funding equaling or exceeding the minimum requirements of the Employee Retirement Income Security Act of 1974 (ERISA). For the three months ended March 31, 2010, the Company contributed $4.5 million to the plans and expects to contribute an additional $60.3 million in 2010 to satisfy the ERISA funding requirements and the MPSC and KCC rate orders, the majority of which is expected to be paid by KCP&L.
Additionally, the Company provides post-retirement health and life insurance benefits for certain retired employees and expects to make benefit contributions of $18.4 million under the provisions of these plans in 2010, with the majority paid by KCP&L.
Management believes the Company has adequate access to capital resources through cash flows from operations or through existing lines of credit to support these funding requirements.
Credit Ratings
On March 12, 2010, Moody’s Investors Service, Inc. lowered the senior unsecured rating for KCP&L to “Baa2” from “Baa1”, and affirmed KCP&L’s “A3” senior secured rating and “Prime-2” short-term commercial paper rating. Moody’s affirmed Great Plains Energy’s and GMO’s senior unsecured rating at “Baa3”, and changed the outlook for Great Plains Energy, KCP&L and GMO to “stable” from “negative”.
On April 9, 2010, Standard & Poor’s changed the outlook for Great Plains Energy, KCP&L and GMO to “stable” from “negative”. Standard & Poor’s also raised KCP&L's short-term commercial paper rating to “A-2” from “A-3” and affirmed all of Great Plains Energy’s, KCP&L’s and GMO’s long-term ratings, including Great Plains Energy’s “BBB” corporate credit rating.
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. Great Plains Energy and KCP&L view maintenance of strong credit ratings as extremely important and to that end an active and ongoing dialogue is maintained with the agencies with respect to results of operations, financial position, and future prospects. While a decrease in these credit ratings would not cause any acceleration of Great Plains Energy’s, KCP&L’s or GMO’s debt, it could increase interest charges under Great Plains Energy’s 6.875% Senior Notes due 2017, GMO’s 11.875% Senior Notes due 2012, GMO’s 7.95% Senior Notes due 2011 and Great Plains Energy’s, KCP&L’s and GMO’s revolving credit agreements. A decrease in credit ratings could also have, among other things, an adverse impact on Great Plains Energy’s, KCP&L’s and GMO’s access to capital, the cost of funds, the ability to recover actual interest costs in state regulatory proceedings, the amounts of collateral required under supply agreements and Great Plains Energy’s ability to provide credit support for its subsidiaries.
KANSAS CITY POWER & LIGHT COMPANY
MANAGEMENT’S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS
The following table summarizes KCP&L's consolidated comparative results of operations.
| |
| Three Months Ended March 31 | 2010 | 2009 |
| | (millions) |
| Operating revenues | $ | 335.6 | | $ | 277.5 | |
| Fuel | | (61.5 | ) | | (52.7 | ) |
| Purchased power | | (27.3 | ) | | (24.4 | ) |
| Transmission of electricity by others | | (2.9 | ) | | (2.9 | ) |
Gross margin (a) | | 243.9 | | | 197.5 | |
| Other operating expenses | | (139.9 | ) | | (131.0 | ) |
| Depreciation and amortization | | (63.5 | ) | | (51.6 | ) |
| Operating income | | 40.5 | | | 14.9 | |
| Non-operating income and expenses | | 8.0 | | | 8.1 | |
| Interest charges | | (21.7 | ) | | (17.2 | ) |
| Income tax (expense) benefit | | (7.6 | ) | | 2.6 | |
| Net income | $ | 19.2 | | $ | 8.4 | |
(a) Gross margin is a non-GAAP measure. See explanation under Great Plains Energy's |
| Results of Operations. |
The following table summarizes KCP&L’s gross margins and MWhs sold.
| | | | | | | | | | | | | | |
| | Revenues and Costs | % | | MWhs Sold | % |
| Three Months Ended March 31 | 2010 | 2009 | Change | | 2010 | 2009 | Change |
| Retail revenues | (millions) | | | | (thousands) | | |
| Residential | $ | 122.3 | | $ | 98.5 | | | 24 | | | | 1,461 | | | 1,310 | | | 12 | |
| Commercial | | 134.3 | | | 115.2 | | | 17 | | | | 1,859 | | | 1,809 | | | 3 | |
| Industrial | | 26.3 | | | 23.5 | | | 12 | | | | 448 | | | 450 | | | (1 | ) |
| Other retail revenues | | 3.0 | | | 2.6 | | | 16 | | | | 23 | | | 23 | | | 1 | |
| Kansas ECA (over) under recovery | | 1.0 | | | 4.8 | | | (79 | ) | | NA | | NA | | NA | |
| Total retail | | 286.9 | | | 244.6 | | | 17 | | | | 3,791 | | | 3,592 | | | 6 | |
| Wholesale revenues | | 43.8 | | | 27.3 | | | 61 | | | | 1,178 | | | 777 | | | 51 | |
| Other revenues | | 4.9 | | | 5.6 | | | (13 | ) | | NA | | NA | | NA | |
| Operating revenues | | 335.6 | | | 277.5 | | | 21 | | | | 4,969 | | | 4,369 | | | 14 | |
| Fuel | | (61.5 | ) | | (52.7 | ) | | 17 | | | | | | | | | | | |
| Purchased power | | (27.3 | ) | | (24.4 | ) | | 12 | | | | | | | | | | | |
| Transmission of electricity by others | | (2.9 | ) | | (2.9 | ) | | (2 | ) | | | | | | | | | | |
| Gross margin | $ | 243.9 | | $ | 197.5 | | | 24 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
KCP&L’s gross margin increased $46.4 million for the three months ended March 31, 2010, compared to the same period in 2009 primarily due to the increase in retail revenues driven by new retail rates effective August 1, 2009, and September 1, 2009, for Kansas and Missouri, respectively.
Retail MWhs sold increased due to favorable winter weather, with a 15% increase in heating degree days and an increase in weather-normalized customer demand reflecting an improving economic climate. Wholesale MWhs sold increased due to a 16% increase in generation resulting in more MWhs available for sale, partially offset by the higher retail load requirements. The increase in generation was a result of Iatan No. 1 being off-line the entire
first quarter of 2009 to complete an environmental upgrade and unit overhaul, with the expenditures being capitalized, therefore, not impacting operating and maintenance expenses. As a result, coal base load equivalent availability factor increased to 75% for the three months ended March 31, 2010, compared to 61% for the same period in 2009.
KCP&L Other Operating Expenses (including operating and maintenance expenses, general taxes and other)
KCP&L’s other operating expenses increased $8.9 million for the three months ended March 31, 2010, compared to the same period in 2009 due to a $7.9 million increase in operating and maintenance expenses primarily driven by planned plant outages and a $1.0 million increase in general taxes driven by increased gross receipts taxes on increased retail revenues.
KCP&L Depreciation and Amortization
KCP&L’s depreciation and amortization costs increased $11.9 million for the three months ended March 31, 2010, compared to the same period in 2009 primarily due to $7.0 million of additional regulatory amortization pursuant to KCP&L’s 2009 rate cases, and depreciation from placing the Iatan No. 1 environmental equipment in service in April 2009, as well as normal depreciation activity for other capital additions.
KCP&L Interest Charges
KCP&L’s interest charges increased $4.5 million for the three months ended March 31, 2010, compared to the same period in 2009 primarily due to interest on $400.0 million of Mortgage Bonds Series 2009A issued in March 2009, partially offset by decreased commercial paper outstanding.
KCP&L Income Tax Expense
KCP&L had income tax expense of $7.6 million for the three months ended March 31, 2010, compared to an income tax benefit of $2.6 million for the same period in 2009 primarily due to increased pre-tax income and a $2.8 million increase in income tax expense for the cumulative change in tax treatment of the Medicare Part D subsidy under the Federal health care reform legislation signed into law in the first quarter of 2010.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Great Plains Energy and KCP&L are exposed to market risks associated with commodity price and supply, interest rates and equity prices. Market risks are handled in accordance with established policies, which may include entering into various derivative transactions. In the normal course of business, Great Plains Energy and KCP&L also face risks that are either non-financial or non-quantifiable. Such risks principally include business, legal, regulatory, operational and credit risks and are discussed elsewhere in this document as well as in the 2009 Form 10-K and therefore are not represented here.
Great Plains Energy and KCP&L interim period disclosures about market risk included in quarterly reports on Form 10-Q address material changes, if any, from the most recently filed annual report on Form 10-K. Therefore, these interim period disclosures should be read in connection with Item 7A. Quantitative and Qualitative Disclosures About Market Risk, included in the 2009 Form 10-K of each of Great Plains Energy and KCP&L, incorporated herein by reference.
MPS Merchant is exposed to credit risk. Credit risk is measured by the loss that would be recorded if counterparties failed to perform pursuant to the terms of the contractual obligations less the value of any collateral held. MPS Merchant’s counterparties are not externally rated. Credit exposure to counterparties at March 31, 2010, was $21.3 million, net of $2.0 million of collateral.
ITEM 4. CONTROLS AND PROCEDURES
GREAT PLAINS ENERGY
Disclosure Controls and Procedures
Great Plains Energy carried out evaluations of its disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended). These evaluations were conducted under the supervision, and with the participation, of Great Plains Energy’s management, including the chief executive officer and chief financial officer, and Great Plains Energy’s disclosure committee. Based upon these evaluations, the chief executive officer and chief financial officer of Great Plains Energy have concluded as of the end of the period covered by this report that the disclosure controls and procedures of Great Plains Energy were effective at a reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There has been no change in Great Plains Energy’s internal control over financial reporting that occurred during the quarterly period ended March 31, 2010, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
KCP&L
Disclosure Controls and Procedures
KCP&L carried out evaluations of its disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended). These evaluations were conducted under the supervision, and with the participation, of KCP&L’s management, including the chief executive officer and chief financial officer, and KCP&L’s disclosure committee. Based upon these evaluations, the chief executive officer and chief financial officer of KCP&L have concluded as of the end of the period covered by this report that the disclosure controls and procedures of KCP&L were effective at a reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There has been no change in KCP&L’s internal control over financial reporting that occurred during the quarterly period ended March 31, 2010, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Other Proceedings
The companies are parties to various lawsuits and regulatory proceedings in the ordinary course of their respective businesses. For information regarding material lawsuits and proceedings, see Notes 6, 11 and 12 to the consolidated financial statements. Such descriptions are incorporated herein by reference.
ITEM 1A. RISK FACTORS
Actual results in future periods for Great Plains Energy and KCP&L could differ materially from historical results and the forward looking statements contained in this report. The business of Great Plains Energy and KCP&L is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond their control. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in Item 1A. Risk Factors included in the 2009 Form 10-K for each of Great Plains Energy and KCP&L. There have been no material changes with regard to those risk factors. Those risk factors, as well as the information included in this report and in the other documents filed with the SEC, should be caref ully considered before making an investment in the securities of Great Plains Energy or KCP&L. Risk factors of KCP&L are also risk factors of Great Plains Energy.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information regarding purchases by Great Plains Energy of its equity securities during the three months ended March 31, 2010.
| | | | | | | | | | |
| Issuer Purchases of Equity Securities |
| | | | | | | | | | | | | Maximum Number | |
| | | | | | | | | Total Number of | | (or Approximate | |
| | | | | | | | | Shares (or Units) | | Dollar Value) of | |
| | | Total | | | | Purchased as | | Shares (or Units) | |
| | | Number of | Average | Part of Publicly | | that May Yet Be | |
| | | Shares | Price Paid | Announced | | Purchased Under | |
| | | (or Units) | per Share | Plans or | | the Plans or | |
| Month | Purchased | (or Unit) | Programs | | Programs | |
| January 1 - 31 | | 10,072 | (1) | | $ 20.65 | | | - | | | | N/A | |
| February 1 - 28 | | 83,411 | (2) | | 17.44 | | | - | | | | N/A | |
| March 1 - 31 | | - | | | - | | | - | | | | N/A | |
| Total | | 93,483 | | | $ 17.79 | | | - | | | | N/A | |
| (1) | Represents restricted common shares surrendered to the Company following the resignation of a certain officer. |
| (2) | Represents common stock shares surrendered to the Company by certain officers to pay taxes related to the |
| | vesting of restricted common shares. |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. (REMOVED AND RESERVED)
ITEM 5. OTHER INFORMATION
Election of Directors
The following information is provided in this Quarterly Report in lieu of reporting such information under Item 5.07, Submission of Matters to a Vote of Security Holders, of Form 8-K.
Great Plains Energy
Great Plains Energy’s annual meeting of shareholders was held on May 4, 2010. The shareholders elected ten directors, and ratified the appointment of Deloitte & Touche LLP as independent auditors for 2010. The ten persons named below were elected, as proposed in the proxy statement, to serve as directors until Great Plains Energy’s annual meeting in 2011 and until their successors are elected and qualified.
The voting regarding the election was as follows:
| Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
| David L. Bodde | | 64,539,752 | | 23,840,792 | | 29,542,497 |
| Michael J. Chesser | | 81,965,756 | | 6,414,788 | | 29,542,497 |
| William H. Downey | | 84,433,728 | | 3,946,816 | | 29,542,497 |
| Randall C. Ferguson, Jr. | | 83,605,540 | | 4,775,004 | | 29,542,497 |
| Gary D. Forsee | | 62,810,120 | | 25,570,424 | | 29,542,497 |
| James A. Mitchell | | 64,552,284 | | 23,828,260 | | 29,542,497 |
| William C. Nelson | | 62,781,774 | | 25,598,770 | | 29,542,497 |
| John J. Sherman | | 85,109,518 | | 3,271,026 | | 29,542,497 |
| Linda H. Talbot | | 64,478,518 | | 23,902,026 | | 29,542,497 |
| Robert H. West | | 64,497,686 | | 23,882,858 | | 29,542,497 |
No votes were cast against the nominees due to cumulative voting.
Great Plains Energy shareholders ratified the appointment of Deloitte & Touche LLP as independent registered public accountants for 2010. The voting regarding the appointment was as follows:
Votes For | | Votes Against | | Abstentions |
| 115,691,047 | | 1,814,362 | | 417,630 |
KCP&L
Information regarding the election of KCP&L directors is omitted in reliance on Instruction 5 to Item 5.07 of Form 8-K.
Extension of Accounts Receivable Facility
The following information is provided in this Quarterly Report in lieu of reporting such information under Item 5.07, Entry into a Material Definitive Agreement, of Form 8-K.
KCP&L, Receivables Company, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (Agent) and Victory Receivables Corporation (Purchaser) are parties to a certain Receivables Sale Agreement, dated as of July 1, 2005, as previously amended (as amended, the “RSA”). Pursuant to the RSA and associated agreements, KCP&L sells all of its retail electric accounts receivable to its wholly owned subsidiary, Receivables Company, which in turn sells an undivided percentage ownership interest in the accounts receivable to the Purchaser.
On May 5, 2010, the parties entered into an amendment to the RSA, extending the termination date of the RSA from July 8, 2010, to May 4, 2011.
The Agent is a lender under revolving credit agreements with Great Plains Energy and KCP&L aggregating to $1 billion. An affiliate of the Agent is a lender under a $400 million revolving credit agreement with GMO, and is trustee for $1.0 billion of GMO’s secured and unsecured debt (including environmental improvement revenue refunding debt issued by certain governmental entities) under several separate indentures. The Agent and certain of its affiliates have provided, and in the future may continue to provide, investment banking, commercial banking and other financial services, including the provision of credit facilities, to Great Plains Energy, KCP&L and their affiliates in the ordinary course of business for which they have received and may in the future receive customary compensation.
ITEM 6. EXHIBITS
Great Plains Energy Documents
Exhibit Number | | Description of Document |
| 10.1.1 | + | Form of 2010 three-year Performance Share Agreement. |
| 10.1.2 | + | Form of 2010 Restricted Stock Agreement. |
| 10.1.3 | + | Great Plains Energy Incorporated Long-Term Incentive Plan Awards Standards and Performance Criteria Effective as of January 1, 2010. |
| 10.1.4 | + | Great Plains Energy Incorporated, Kansas City Power & Light Company and KCP&L Greater Missouri Operations Company Annual Incentive Plan amended effective as of January 1, 2010. |
| 10.1.5 | + | Great Plains Energy Incorporated Nonqualified Deferred Compensation Plan (as Amended and Restated for I.R.C. § 409A), amended effective January 1, 2010. |
| 12.1 | | Computation of Ratio of Earnings to Fixed Charges. |
| 31.1.a | | Rule 13a-14(a)/15d-14(a) Certifications of Michael J. Chesser. |
| 31.1.b | | Rule 13a-14(a)/15d-14(a) Certifications of Terry Bassham. |
| 32.1 | | Section 1350 Certifications. |
*Filed with the SEC as exhibits to prior SEC filings and are incorporated herein by reference and made a part hereof. The SEC filing and the exhibit number of the documents so filed, and incorporated herein by reference, are stated in parenthesis in the description of such exhibit.
+ Indicates management contract or compensatory plan or arrangement.
Copies of any of the exhibits filed with the SEC in connection with this document may be obtained from Great Plains Energy upon written request.
Great Plains Energy agrees to furnish to the SEC upon request any instrument with respect to long-term debt as to which the total amount of securities authorized does not exceed 10% of total assets of Great Plains Energy and its subsidiaries on a consolidated basis.
KCP&L Documents
Exhibit Number | | Description of Document |
| 10.2.1 | * + | Great Plains Energy Incorporated, Kansas City Power & Light Company and KCP&L Greater Missouri Operations Company Annual Incentive Plan amended effective as of January 1, 2010 (filed as Exhibit 10.1.4 hereto). |
| 10.2.2 | | Amendment dated as of May 5, 2010 to Receivables Sale Agreement dated as of July 1, 2005 among Kansas City Power & Light Company, Kansas City Power & Light Company Receivables Company, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Victory Receivables Corporation. |
| 12.2 | | Computation of Ratio of Earnings to Fixed Charges. |
| 31.2.a | | Rule 13a-14(a)/15d-14(a) Certifications of Michael J. Chesser. |
| 31.2.b | | Rule 13a-14(a)/15d-14(a) Certifications of Terry Bassham. |
| 32.2 | | Section 1350 Certifications. |
* Filed with the SEC as exhibits to prior SEC filings and are incorporated herein by reference and made a part hereof. The SEC filings and the exhibit number of the documents so filed, and incorporated herein by reference, are stated in parenthesis in the description of such exhibit.
+ Indicates management contract or compensatory plan or arrangement.
Copies of any of the exhibits filed with the SEC in connection with this document may be obtained from KCP&L upon written request.
KCP&L agrees to furnish to the SEC upon request any instrument with respect to long-term debt as to which the total amount of securities authorized does not exceed 10% of total assets of KCP&L and its subsidiaries on a consolidated basis.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Great Plains Energy Incorporated and Kansas City Power & Light Company have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | GREAT PLAINS ENERGY INCORPORATED |
| | |
| Dated: May 6, 2010 | By: /s/Michael J. Chesser |
| | (Michael J. Chesser) |
| | (Chief Executive Officer) |
| | |
| Dated: May 6, 2010 | By: /s/Lori A. Wright |
| | (Lori A. Wright) |
| | (Principal Accounting Officer) |
| | KANSAS CITY POWER & LIGHT COMPANY |
| | |
| Dated: May 6, 2010 | By: /s/ Michael J. Chesser |
| | (Michael J. Chesser) |
| | (Chief Executive Officer) |
| | |
| Dated: May 6, 2010 | By: /s/Lori A. Wright |
| | (Lori A. Wright) |
| | (Principal Accounting Officer) |
