Exhibit 99 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File Number 1-7324 KANSAS GAS AND ELECTRIC COMPANY (Exact name of registrant as specified in its charter) KANSAS 48-1093840 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification No.) P.O. Box 208 Wichita, Kansas 67201 (Address of principal executive offices) (316) 261-6611 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at May 11, 1994 Common Stock (No par value) 1,000 Registrant meets the conditions of General Instruction H(1)(a) and (b) to Form 10-Q and is therefore filing this form with a reduced disclosure format. KANSAS GAS AND ELECTRIC COMPANY INDEX Page No. Part I. Financial Information Item 1. Financial Statements Balance Sheets 3 Statements of Income 4 & 5 Statements of Cash Flows 6 & 7 Statements of Capitalization 8 Statements of Common Stock Equity 9 Notes to Financial Statements 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 15 Part II. Other Information Item 4. Submission of Matters to a vote of Security Holders 18 Item 6. Exhibits and Reports on Form 8-K 18 Signatures 19 KANSAS GAS AND ELECTRIC COMPANY BALANCE SHEETS (Thousands of Dollars) March 31, December 31, 1994 1993 (Unaudited) ASSETS UTILITY PLANT: Electric plant in service . . . . . . . . . . . . . . $3,348,737 $3,339,832 Less - Accumulated depreciation . . . . . . . . . . . 810,242 790,843 2,538,495 2,548,989 Construction work in progress . . . . . . . . . . . . 33,849 28,436 Nuclear fuel (net) . . . . . . . . . . . . . . . . . 31,361 29,271 Net utility plant . . . . . . . . . . . . . . . . . 2,603,705 2,606,696 OTHER PROPERTY AND INVESTMENTS: Decommissioning trust . . . . . . . . . . . . . . . . 14,273 13,204 Other . . . . . . . . . . . . . . . . . . . . . . . . 11,417 10,941 25,690 24,145 CURRENT ASSETS: Cash and cash equivalents . . . . . . . . . . . . . . 65 63 Accounts receivable and unbilled revenues (net) . . . 38,068 11,112 Advances to parent company. . . . . . . . . . . . . . 130,945 192,792 Fossil fuel, at average cost, . . . . . . . . . . . . 12,256 7,594 Materials and supplies, at average cost . . . . . . . 30,588 29,933 Prepayments and other current assets. . . . . . . . . 9,441 14,995 221,363 256,489 DEFERRED CHARGES AND OTHER ASSETS: Deferred future income taxes. . . . . . . . . . . . . 113,890 113,479 Deferred coal contract settlement costs . . . . . . . 20,424 21,247 Phase-in revenues . . . . . . . . . . . . . . . . . . 74,564 78,950 Other deferred plant costs. . . . . . . . . . . . . . 31,952 32,008 Corporate-owned life insurance (net) . . . . . . . . 4,200 45 Other . . . . . . . . . . . . . . . . . . . . . . . . 49,986 54,420 295,016 300,149 TOTAL ASSETS . . . . . . . . . . . . . . . . . . . $3,145,774 $3,187,479 CAPITALIZATION AND LIABILITIES CAPITALIZATION (see statement). . . . . . . . . . . . . $1,958,688 $1,899,221 CURRENT LIABILITIES: Short-term debt . . . . . . . . . . . . . . . . . . . 31,600 155,800 Long-term debt due within one year. . . . . . . . . . - 238 Accounts payable. . . . . . . . . . . . . . . . . . . 46,204 51,095 Accrued taxes . . . . . . . . . . . . . . . . . . . . 41,673 12,185 Accrued interest. . . . . . . . . . . . . . . . . . . 14,412 7,381 Other . . . . . . . . . . . . . . . . . . . . . . . . 9,419 9,427 143,308 236,126 DEFERRED CREDITS AND OTHER LIABILITIES: Deferred income taxes . . . . . . . . . . . . . . . . 634,857 646,159 Deferred investment tax credits . . . . . . . . . . . 77,246 78,048 Deferred gain from sale-leaseback . . . . . . . . . . 259,571 261,981 Other . . . . . . . . . . . . . . . . . . . . . . . . 72,104 65,944 1,043,778 1,052,132 COMMITMENTS AND CONTINGENCIES (Notes 3 and 4) TOTAL CAPITALIZATION AND LIABILITIES . . . . . . . $3,145,774 $3,187,479 The NOTES TO CONSOLIDATED FINANCIAL STATEMENTS are an integral part of these statements. KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF INCOME (Thousands of Dollars) (Unaudited) Three Months Ended March 31, 1994 1993 OPERATING REVENUES. . . . . . . . . . . . . . . . . . . $ 136,604 $ 138,481 OPERATING EXPENSES: Fuel used for generation: Fossil fuel . . . . . . . . . . . . . . . . . . . . 20,839 21,229 Nuclear fuel. . . . . . . . . . . . . . . . . . . . 3,863 2,707 Power purchased . . . . . . . . . . . . . . . . . . . 1,252 2,007 Other operations. . . . . . . . . . . . . . . . . . . 30,631 27,538 Maintenance . . . . . . . . . . . . . . . . . . . . . 11,340 10,865 Depreciation and amortization . . . . . . . . . . . . 19,119 18,838 Amortization of phase-in revenues . . . . . . . . . . 4,386 4,386 Taxes: Federal income. . . . . . . . . . . . . . . . . . . 6,469 5,217 State income. . . . . . . . . . . . . . . . . . . . 1,710 1,417 General . . . . . . . . . . . . . . . . . . . . . . 12,117 11,503 Total operating expenses. . . . . . . . . . . . . 111,726 105,707 OPERATING INCOME. . . . . . . . . . . . . . . . . . . . 24,878 32,774 OTHER INCOME AND DEDUCTIONS: Corporate-owned life insurance (net). . . . . . . . . (1,235) 1,469 Miscellaneous (net) . . . . . . . . . . . . . . . . . 858 6,276 Income taxes (net). . . . . . . . . . . . . . . . . . 1,787 (1,554) Total other income and deductions . . . . . . . . 1,410 6,191 INCOME BEFORE INTEREST CHARGES. . . . . . . . . . . . . 26,288 38,965 INTEREST CHARGES: Long-term debt. . . . . . . . . . . . . . . . . . . . 12,093 14,104 Other . . . . . . . . . . . . . . . . . . . . . . . . 1,353 1,557 Allowance for borrowed funds used during construction (credit) . . . . . . . . . . . . . . . (368) (427) Total interest charges. . . . . . . . . . . . . . 13,078 15,234 NET INCOME. . . . . . . . . . . . . . . . . . . . . . . $ 13,210 $ 23,731 The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements. KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF INCOME (Thousands of Dollars) (Unaudited) Twelve Months Ended March 31, 1994 1993 OPERATING REVENUES. . . . . . . . . . . . . . . . . . . . . $ 615,120 $ 562,019 OPERATING EXPENSES: Fuel used for generation: Fossil fuel . . . . . . . . . . . . . . . . . . . . . . 92,998 74,930 Nuclear fuel. . . . . . . . . . . . . . . . . . . . . . 14,431 12,833 Power purchased . . . . . . . . . . . . . . . . . . . . . 9,109 5,214 Other operations. . . . . . . . . . . . . . . . . . . . . 122,041 118,974 Maintenance . . . . . . . . . . . . . . . . . . . . . . . 47,215 46,821 Depreciation and amortization . . . . . . . . . . . . . . 75,811 74,385 Amortization of phase-in revenues . . . . . . . . . . . . 17,545 17,544 Taxes: Federal income. . . . . . . . . . . . . . . . . . . . . 40,805 22,740 State income. . . . . . . . . . . . . . . . . . . . . . 9,863 6,149 General . . . . . . . . . . . . . . . . . . . . . . . . 45,817 41,658 Total operating expenses. . . . . . . . . . . . . . . 475,635 421,248 OPERATING INCOME. . . . . . . . . . . . . . . . . . . . . . 139,485 140,771 OTHER INCOME AND DEDUCTIONS: Corporate-owned life insurance (net). . . . . . . . . . . 5,137 10,777 Miscellaneous (net) . . . . . . . . . . . . . . . . . . . 3,853 15,693 Income taxes (net). . . . . . . . . . . . . . . . . . . . 5,568 (2,850) Total other income and deductions . . . . . . . . . . 14,558 23,620 INCOME BEFORE INTEREST CHARGES. . . . . . . . . . . . . . . 154,043 164,391 INTEREST CHARGES: Long-term debt. . . . . . . . . . . . . . . . . . . . . . 51,897 56,993 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 5,871 13,334 Allowance for borrowed funds used during construction (credit) . . . . . . . . . . . . . . . . . (1,307) (1,608) Total interest charges. . . . . . . . . . . . . . . . 56,461 68,719 NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . $ 97,582 $ 95,672 The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements. KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF CASH FLOWS (Thousands of Dollars) (Unaudited) Three Months Ended March 31, 1994 1993 CASH FLOWS FROM OPERATING ACTIVITIES: Net income. . . . . . . . . . . . . . . . . . . . . . . . . $ 13,210 $ 23,731 Depreciation and amortization . . . . . . . . . . . . . . . 19,119 18,838 Other amortization (including nuclear fuel) . . . . . . . . 2,806 1,876 Deferred income taxes and investment tax credits (net). . . 1,907 2,364 Amortization of phase-in revenues . . . . . . . . . . . . . 4,386 4,386 Corporate-owned life insurance. . . . . . . . . . . . . . . (4,519) (4,154) Amortization of gain from sale-leaseback. . . . . . . . . . (2,410) (2,410) Changes in working capital items: Accounts receivable and unbilled revenues (net) . . . . . (26,956) (26,819) Fossil fuel . . . . . . . . . . . . . . . . . . . . . . . (4,662) 3,426 Accounts payable. . . . . . . . . . . . . . . . . . . . . (4,891) (670) Interest and taxes accrued. . . . . . . . . . . . . . . . 36,519 20,976 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 4,891 2,919 Changes in other assets and liabilities . . . . . . . . . . (4,998) (6,710) Net cash flows from operating activities . . . . . . . 34,402 37,753 CASH FLOWS USED IN INVESTING ACTIVITIES: Additions to utility plant. . . . . . . . . . . . . . . . . 18,500 15,535 Corporate-owned life insurance policies . . . . . . . . . . 281 427 Net cash flows used in investing activities. . . . . . 18,781 15,962 CASH FLOWS FROM FINANCING ACTIVITIES: Short-term debt (net) . . . . . . . . . . . . . . . . . . . (124,200) 28,300 Advances to parent company (net). . . . . . . . . . . . . . 61,847 (3,885) Bonds issued. . . . . . . . . . . . . . . . . . . . . . . . 113,982 - Other long-term debt (net). . . . . . . . . . . . . . . . . (67,893) (46,870) Borrowings against life insurance policies (net). . . . . . 645 621 Net cash flows used in financing activities. . . . . . (15,619) (21,834) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS. . . . . 2 (43) CASH AND CASH EQUIVALENTS: BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . . 63 892 END OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . $ 65 $ 849 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION CASH PAID FOR: Interest on financing activities (net of amount capitalized). . . . . . . . . . . . . . . . . . . . . . $ 5,993 $ 10,986 Income taxes. . . . . . . . . . . . . . . . . . . . . . . . - - The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements. KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF CASH FLOWS (Thousands of Dollars) (Unaudited) Twelve Months Ended March 31, 1994 1993 CASH FLOWS FROM OPERATING ACTIVITIES: Net income. . . . . . . . . . . . . . . . . . . . . . . . . $ 97,582 $ 95,672 Depreciation and amortization . . . . . . . . . . . . . . . 75,811 74,385 Other amortization (including nuclear fuel) . . . . . . . . 12,184 10,805 Deferred income taxes and investment tax credits (net). . . 22,115 11,690 Amortization of phase-in revenues . . . . . . . . . . . . . 17,545 17,544 Corporate-owned life insurance. . . . . . . . . . . . . . . (22,015) (18,858) Amortization of gain from sale-leaseback. . . . . . . . . . (9,640) (9,641) Changes in working capital items: Accounts receivable and unbilled revenues (net) . . . . . (706) (25,740) Fossil fuel . . . . . . . . . . . . . . . . . . . . . . . 419 7,851 Accounts payable. . . . . . . . . . . . . . . . . . . . . 2,447 (7,886) Interest and taxes accrued. . . . . . . . . . . . . . . . 6,490 6,631 Other . . . . . . . . . . . . . . . . . . . . . . . . . . (16,700) (5,537) Changes in other assets and liabilities . . . . . . . . . . (14,818) (48,111) Net cash flows from operating activities. . . . . . . . . 170,714 108,805 CASH FLOWS USED IN INVESTING ACTIVITIES: Additions to utility plant. . . . . . . . . . . . . . . . . 69,851 68,673 Corporate-owned life insurance policies . . . . . . . . . . 27,119 20,663 Death proceeds of corporate-owned life insurance policies . (10,157) (6,792) Merger: Purchase of KG&E common stock-net of cash received. . . - 432,043 Purchase of KG&E preferred stock. . . . . . . . . . . . - 19,665 Net cash flows used in investing activities. . . . . 86,813 534,252 CASH FLOWS FROM FINANCING ACTIVITIES: Short-term debt (net) . . . . . . . . . . . . . . . . . . . (90,200) 78,200 Advances to parent company (net). . . . . . . . . . . . . . (52,771) (78,174) Bonds issued. . . . . . . . . . . . . . . . . . . . . . . . 178,982 135,000 Bonds retired . . . . . . . . . . . . . . . . . . . . . . . (140,000) (125,000) Other long-term debt (net). . . . . . . . . . . . . . . . . (13,980) (32,372) Borrowings against life insurance policies (net). . . . . . 183,284 (5,028) Revolving credit agreement (net). . . . . . . . . . . . . . (150,000) - Issuance of KCA common stock. . . . . . . . . . . . . . . . - 453,670 Net cash flows (used in) from financing activities . . . (84,685) 426,296 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS. . . . . (784) 849 CASH AND CASH EQUIVALENTS: BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . . 849 - END OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . $ 65 $ 849 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION CASH PAID FOR: Interest on financing activities (net of amount capitalized). . . . . . . . . . . . . . . . . . . . . . $ 72,660 $ 74,437 Income taxes. . . . . . . . . . . . . . . . . . . . . . . . 24,854 14,225 The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements. KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF CAPITALIZATION (Thousands of Dollars) March 31, December 31, 1994 1993 (Unaudited) COMMON STOCK EQUITY: (See Statements of Common Stock Equity) Common stock, without par value, authorized and issued 1,000 shares . . . . . . . . . . . . . . . . . . . . . . $1,065,634 $1,065,634 Retained earnings. . . . . . . . . . . . . . . . . . . . . 193,254 180,044 Total common stock equity. . . . . . . . . . . . . . . . 1,258,888 64% 1,245,678 66% LONG-TERM DEBT: First Mortgage Bonds: Series Due 1994 1993 5-5/8% 1996 $ 16,000 $ 16,000 7.6% 2003 135,000 135,000 6-1/2% 2005 65,000 65,000 6.20% 2006 100,000 - 316,000 216,000 Pollution Control Bonds: 6.80% 2004 14,500 14,500 5-7/8% 2007 21,940 21,940 6% 2007 10,000 10,000 5.10% 2023 13,982 - 7.0% 2031 327,500 327,500 387,922 373,940 Total bonds . . . . . . . . . . . . . . . . . . . . . . 703,922 589,940 Other Long-Term Debt: Pollution control obligations: 5-3/4% series 2003 - 13,980 Other long-term agreement 1995 - 53,913 Total other long-term debt. . . . . . . . . . . . . . - 67,893 Less: Unamortized premium and discount (net) . . . . . . . . . . 4,122 4,052 Long-term debt due within one year . . . . . . . . . . . . - 238 Total long-term debt . . . . . . . . . . . . . . . . . . 699,800 36% 653,543 34% TOTAL CAPITALIZATION . . . . . . . . . . . . . . . . . . . . $1,958,688 100% $1,899,221 100% The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements. KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF COMMON STOCK EQUITY (Thousands of Dollars, Except Shares) (Unaudited) Common Stock Treasury Stock Other Paid-in Retained Shares Amount Capital Earnings Shares Amount Total BALANCE DECEMBER 31, 1991. . 40,997,745 637,003 284 170,598 (9,996,426) (199,255) 608,630 (Predecessor) Net income 6,040 6,040 Cash dividends: Common stock-$0.43 per share. . . . . . . . . (13,330) (13,330) Preferred stock. . . . . (205) (205) Employee stock plans . . . (12) (966) (12) Merger of KG&E with KCA. . (40,997,745) (636,991) (284) (163,103) 9,997,392 199,255 (601,123) MARCH 31, 1992 Subtotal-KG&E (Predecessor). -0- -0- -0- -0- -0- -0- -0- KCA common stock issued. . 1,000 $1,065,634 - - - - $1,065,634 Net income . . . . . . . . $ 71,941 71,941 BALANCE DECEMBER 31, 1992. . 1,000 1,065,634 - 71,941 - - 1,137,575 (Successor) Net Income . . . . . . . . 108,103 108,103 BALANCE DECEMBER 31, 1993. . 1,000 $1,065,634 $ - $ 180,044 - $ - $1,245,678 (Successor) Net Income . . . . . . . . 13,210 13,210 BALANCE MARCH 31, 1994 . . . 1,000 $1,065,634 $ - $ 193,254 - $ - $1,258,888 (Successor) The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements. KANSAS GAS AND ELECTRIC COMPANY NOTES TO FINANCIAL STATEMENTS (Unaudited) 1. ACCOUNTING POLICIES AND OTHER INFORMATION General. On March 31, 1992, Western Resources, Inc. (formerly The Kansas Power and Light Company) (Western Resources, Parent Company) through its wholly-owned subsidiary KCA Corporation (KCA), acquired all of the outstanding common and preferred stock of Kansas Gas and Electric Company (KG&E) for $454 million in cash and 23,479,380 shares of Western Resources common stock (the Merger). The Company owns 47% of the Wolf Creek Nuclear Operating Corporation (WCNOC), the operating company for the Wolf Creek Generating Station (Wolf Creek). The Company records its proportionate share of all transactions of WCNOC as it does other jointly-owned facilities. The financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company, the accompanying condensed financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company as of March 31, 1994, and December 31, 1993, and the results of its operations for the three and twelve month periods ended March 31, 1994 and 1993. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's 1993 Annual Report on Form 10-K. The accounting policies of the Company are in accordance with generally accepted accounting principles as applied to regulated public utilities. The accounting and rates of the Company are subject to requirements of the Kansas Corporation Commission (KCC) and the Federal Energy Regulatory Commission. Cash Surrender Value of Life Insurance Contracts. The following amounts related to corporate-owned life insurance (COLI) contracts, primarily with one highly rated major insurance company, are recorded on the balance sheets (millions of dollars): March 31, December 31, 1994 1993 Cash surrender value of contracts $273.9 $269.1 Prepaid COLI 4.7 9.5 Borrowings against contracts (269.7) (269.0) COLI (net) $ 8.9 $ 9.6 Statements of Cash Flows. For purposes of the statements of cash flows, the Company considers highly liquid collateralized debt instruments purchased with a maturity of three months or less to be cash equivalents. Reclassifications. Certain amounts in prior periods have been reclassified to conform with classifications used in the current year presentation. 2. SHORT-TERM DEBT The Company's short-term financing requirements are satisfied through short-term bank loans and borrowings under unsecured lines of credit maintained with banks. At March 31, 1994, the Company had bank credit arrangements available of $35 million. 3. COMMITMENTS AND CONTINGENCIES Environmental. The Company and the Kansas Department of Health and Environment entered into a consent agreement to perform preliminary assessments of six former manufactured gas sites. The preliminary assessments of these sites have been completed at minimal cost. Until such time that risk assessments are completed at these sites, it will be impossible to predict the cost of remediation. However, the company is aware of other utilities in Region VII of the EPA (Kansas, Missouri, Nebraska, and Iowa) which have incurred remediation costs for such sites ranging between $500,000 and $10 million, depending on the site. The Company is also aware that the KCC has permitted another Kansas utility to recover a portion of the remediation costs through rates. To the extent that such remediation costs are not recovered through rates, the costs could be material to the Company's financial position or results of operations depending on the degree of remediation and number of years over which the remediation must be completed. Spent Nuclear Fuel Disposal. Under the Nuclear Waste Policy Act of 1982, the U.S. Department of Energy (DOE) is responsible for the ultimate storage and disposal of spent nuclear fuel removed from nuclear reactors. Under a contract with the DOE for disposal of spent nuclear fuel, the Company pays a quarterly fee to DOE of one mill per kilowatthour on net nuclear generation. These fees are included as part of nuclear fuel expense. Decommissioning. In 1988 the Company estimated that it would expend approximately $725 million for its share of Wolf Creek decommissioning costs primarily during the period from 2025 through 2031. Such costs, estimated to be approximately $97 million in 1988 dollars, are currently authorized in rates. These costs were calculated using an assumed inflation rate of 5.15% over the remaining service life, in 1988, of 37 years. Decommissioning costs, calculated in the 1988 estimate, are being charged to operating expenses. Amounts so expensed ($3.5 million in 1993 increasing annually to $5.5 million in 2024) and earnings on trust fund assets are deposited in an external trust fund which, when fully funded (assuming a return on trust assets of 7%) will be used solely for the physical decommissioning of Wolf Creek (immediate dismantlement method). Electric rates charged to customers provide for recovery of these decommissioning costs over the life of Wolf Creek. The Company's investment in the decommissioning fund, including reinvested earnings was $14.3 and $13.2 million at March 31, 1994, and December 31, 1993, respectively. These amounts are reflected in other property and investments, decommissioning trust, and the related liability is included in deferred credits and other liabilities, other, on the consolidated balance sheets. On September 1, 1993, WCNOC filed an application with the KCC for an order approving a 1993 Wolf Creek Decommissioning Cost Study which estimates the Company's share of Wolf Creek decommissioning costs at approximately $174 million in 1993 dollars. If approved by the KCC, management expects substantially all such cost increases to be recovered through the ratemaking process. The Company carries $164 million in premature decommissioning insurance in the event of a shortfall in the trust fund. The insurance coverage has several restrictions. One of these is that it can only be used if Wolf Creek incurs an accident exceeding $500 million in expenses to safely stabilize the reactor, to decontaminate the reactor and reactor station site in accordance with a plan approved by the Nuclear Regulatory Commission (NRC), and to pay for on-site property damages. If the amount designated as decommissioning insurance is needed to implement the NRC-approved plan for stabilization and decontamination, it would not be available for decommissioning purposes. Nuclear Insurance. The Price-Anderson Act limits the combined public liability of the owners of nuclear power plants to $9.3 billion for a single nuclear incident. The Wolf Creek owners (Owners) have purchased the maximum available private insurance of $200 million and the balance is provided by an assessment plan mandated by the NRC. Under this plan, the Owners are jointly and severally subject to a retrospective assessment of up to $79.3 million ($37.3 million, Company's share) in the event there is a nuclear incident involving any of the nation's licensed reactors. This assessment is subject to an inflation adjustment based on the Consumer Price Index. There is a limitation of $10 million ($4.7 million, Company's share) in retrospective assessments per incident per year. The Owners carry decontamination liability, premature decommissioning liability and property damage insurance for Wolf Creek totalling approximately $2.8 billion ($1.3 billion, Company's share). This insurance is provided by a combination of "nuclear insurance pools" ($1.3 billion) and Nuclear Electric Insurance Limited (NEIL) ($1.5 billion). In the event of an accident, insurance proceeds must first be used for reactor stabilization and site decontamination. The remaining proceeds from the $2.8 billion insurance coverage ($1.3 billion, Company's share), if any, can be used for property damage up to $1.1 billion (Company's share) and premature decommissioning costs up to $117.5 million (Company's share) in excess of funds previously collected for decommissioning (as discussed under "Decommissioning"), with the remaining $47 million (Company's share) available for either property damage or premature decommissioning costs. The Owners also carry additional insurance with NEIL to cover costs of replacement power and other extra expenses incurred during a prolonged outage resulting from accidental property damage at Wolf Creek. If losses incurred at any of the nuclear plants insured under the NEIL policies exceed premiums, reserves, and other NEIL resources, the Company may be subject to retrospective assessments of approximately $9 million per year. There can be no assurance that all potential losses or liabilities will be insured or that the amount of insurance will be sufficient to cover them. Any substantial losses not covered by insurance, to the extent not recoverable through rates, could have a material adverse effect on the Company's financial position and results of operations. Clean Air Act. The Clean Air Act Amendments of 1990 (the Act) require a two-phase reduction in sulfur dioxide and oxides of nitrogen (NOx) emissions effective in 1995 and 2000 and a probable reduction in toxic emissions. To meet the monitoring and reporting requirements under the acid rain program, the Company is installing continuous emission monitoring and reporting equipment at a total cost of approximately $2.3 million. At December 31, 1993, the Company had completed approximately $850 thousand of these capital expenditures with the remaining $1.4 million of capital expenditures to be completed in 1994 and 1995. The Company does not expect additional equipment to reduce sulfur emissions to be necessary under Phase II. The Company currently has no Phase I affected units. The NOx and toxic limits, which were not set in the law, will be specified in future EPA regulations. The EPA has issued for public comment preliminary NOx regulations for Phase I group 1 units. Regulations for Phase II units and Phase I group 2 units are mandated in the Act to be promulgated by January 1, 1997. Although the Company has no Phase I units, the final regulations for Phase I group 1 may allow for early compliance for Phase II group 1 units. Until such time as the Phase I group 1 NOx regulations are final, the Company will be unable to determine its compliance options or related compliance costs. Fuel Commitments. To supply a portion of the fuel requirements for its generating plants, the Company has entered into various commitments to obtain nuclear fuel, coal and natural gas. Some of these contracts contain provisions for price escalation and minimum purchase commitments. At December 31, 1993, WCNOC's nuclear fuel commitments (Company's share) were approximately $18.0 million for uranium concentrates expiring at various times through 1997, $123.6 million for enrichment expiring at various times through 2014 and $45.5 million for fabrication through 2012. At December 31, 1993, the Company's coal and natural gas contract commitments in 1993 dollars under the remaining term of the contracts were $666 million and $20.4 million, respectively. The largest coal contract was renegotiated early in 1993 and expires in 2020 and the remaining coal contracts expiring at various times through 2013. The majority of natural gas contracts expire in 1995 with automatic one-year extension provisions. In the normal course of business, additional commitments and spot market purchase will be made to obtain adequate fuel supplies. For additional information with respect to Commitments and Contingencies see Note 3, COMMITMENTS AND CONTINGENCIES in the Company's 1993 Annual Report on Form 10-K. 4. LEGAL PROCEEDINGS For information with respect to Legal Proceedings see Note 10, LEGAL PROCEEDINGS in the Company's 1993 Annual Report on Form 10-K. 5. RATE MATTERS AND REGULATION For information with respect to Rate Matters and Regulation see Note 4 RATE MATTERS AND REGULATION in the Company's 1993 Annual Report on Form 10-K. 6. INCOME TAXES Total income tax expense included in the Statements of Income reflects the Federal statutory rate of 35% since January 1, 1993 and 34% for all prior periods. The Federal statutory rate produces effective income tax rates of 32.6% and 25.7% for the three month periods, and 31.6% and 24.9% for the twelve month periods ended March 31, 1994 and 1993, respectively. The effective income tax rates vary from the Federal statutory rate due to the permanent differences, including the amortization of investment tax credits. For additional information with respect to Income Taxes see Note 9, INCOME TAXES in the Company's 1993 Annual Report on Form 10-K. KANSAS GAS AND ELECTRIC COMPANY Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with Item 7 of the Company's Annual Report on Form 10-K for 1993. The following updates the information provided in the 1993 Form 10-K, and analyzes the changes in the results of operations between the three month periods ended March 31, 1994 and comparable periods of 1993. FINANCIAL CONDITION General. The Company had net income for the first quarter of 1994 of $13.2 million compared to $23.7 million for the same period of 1993. The decrease in income is primarily the result of the loss of the accelerated amortization of certain deferred income tax reserves and decreased retail electric sales as a result of milder winter temperatures in 1994 compared to 1993. Effective December 31, 1993, the Company had fully amortized its deferred income tax reserves related to the allowance for borrowed funds used during construction capitalized for Wolf Creek. The loss of the amortization of these deferred income tax reserves reduced net income by approximately $3 million in the first quarter of 1994. Net income for the twelve months ending March 31, 1994, of $97.6 million, increased from net income of $95.7 million for the comparable period of 1993. The increase in net income is primarily due to increased sales and lower interest charges. Liquidity and Capital Resources. The KG&E common and preferred stock was redeemed in connection with the Merger, leaving 1,000 shares of common stock held by Western Resources. The debt structure of the Company and available sources of funds were not affected by the Merger. The Company's short-term debt balance at March 31, 1994, decreased approximately $124 million from December 31, 1993, primarily as a result of the issuance, on January 20, 1994, of $100 million of First Mortgage Bonds, 6.20% Series due January 15, 2006. On February 17, 1994, the Company refinanced the City of La Cygne, Kansas, 5 3/4% Pollution Control Revenue Refunding Bonds Series 1973, $13,980,000 principal amount, with 5.10% Pollution Control Revenue Refunding Bonds Series 1994, $13,982,500 principal amount. On April 28, 1994, three series of Market-Adjusted Tax Exempt Bonds totalling $46.4 million were sold on behalf of the Company at a rate of 2.95% for the initial auction period. The net proceeds from the new issues, together with available cash, were used to refund three series of pollution control bonds totalling $46.4 million bearing interest rates between 5 7/8% and 6.8%. OPERATING RESULTS The following discussion explains variances for the three and twelve months ended March 31, 1994, to the comparable periods of 1993. Revenues. The Company's revenues vary with levels of usage as a result of changing weather conditions during comparable periods and are sensitive to seasonal fluctuations between consecutive periods. Changes in electric sales volumes (decrease): 3 Months 12 Months Ended Ended Residential (8.9)% 6.5% Commercial 2.6% 4.5% Industrial (6.0)% 0.6% Total Retail (4.8)% 3.3% Wholesale 140.1% 86.7% Total electric sales 13.1% 15.5% Revenues for the first quarter of 1994, of $136.6 million, were slightly lower than the first quarter of 1993, of $138.5 million, due to the milder winter temperatures experienced in the Company's service territory compared to last year. Retail electric kilowatt hour sales for the quarter decreased due primarily to the decrease in demand from residential customers for space heating. Partially offsetting these decreases was an increase in wholesale revenues of $5.7 million as a result of an increase in interchange sales to other utilities. Revenues for the twelve months ended March 31, 1994, of $615.1 million, increased approximately nine percent from revenues of $562.0 million for the comparable period of 1993. The increase in revenues is primarily a result of the $22.1 million increase in wholesale revenues as a result of other utilities' need for power to meet peak demand periods while those utilities' units were out of service due to the 1993 summer flooding. All customer classes experienced increased sales volumes as summer temperatures returned to near normal levels during 1993. Residential, commercial, and industrial revenues increased $14.8, $7.3, and $3.6 million, respectively, as a result of the increase in sales volume. Operating Expenses. Total operating expenses increased approximately six percent for the first quarter compared the same period of 1993. The increase can be attributed primarily to a 23 percent increase in federal and state income taxes, an 11 percent increase in other operations expense, and a five percent increase in general taxes. The increase in federal income taxes is due to the absence of the accelerated amortization of deferred income tax reserves relating to the allowance for borrowed funds used during construction capitalized for Wolf Creek. This amortization was completed on December 31, 1993. The loss of the amortization of these deferred income tax reserves reduced net income by approximately $3 million in the first quarter of 1994. Other operations expense increased primarily due to increases in power supply expenses other than fuel. Total operating expenses increased approximately 13 percent for the twelve months ended March 31, 1994, compared to the comparable period of 1993. The increase is primarily the result of a $23.6 million increase in fuel expense and purchased power due to increased electric generation caused by the increase in customer demand, a $21.8 million increase in federal and state income taxes, and higher general taxes of $4.2 million. The increase in income taxes is a result of higher net income and the loss of the amortization of the deferred income tax reserves related to Wolf Creek. Other Income and Deductions. Other income and deductions, net of taxes, decreased significantly for the three months ended March 31, 1994, compared to the same period in 1993 primarily due to increased interest expense on COLI borrowings. Other income and deductions, net of taxes, decreased to $14.6 million for the twelve months ended March 31, 1994 compared to $23.6 million for the twelve months ended March 31, 1993. The decrease is primarily as a result of increased interest expense on COLI borrowings. The decrease for 1994 also reflects the positive impact, for the twelve months ended March 31, 1993, of the recovery of $4.3 million of a previously written-off investment recorded in the second quarter of 1992. Interest Expense. Interest expense decreased approximately 14 percent for the quarter and approximately 19 percent for the twelve months ended March 31, 1994, compared to the same periods of 1993. The decrease resulted primarily from lower interest rates on variable-rate debt and the refinancing of higher cost fixed-rate debt. Also accounting for the decrease in interest expense was the impact of increased COLI borrowings during 1993, which reduce the need for other long-term debt and thereby reduced interest expense. KANSAS GAS AND ELECTRIC COMPANY Part II Other Information Item 4. Submission of Matters to a Vote of Security Holders Information required by Item 4 is omitted pursuant to General Instruction H(2)(b) to Form 10-Q. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: None (b) Reports on Form 8-K: None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Kansas Gas and Electric Company Date May 11, 1994 By Richard D. Terrill Richard D. Terrill, Secretary, Treasurer and General Counsel