Exact
name of registrant as specified in its charter,
|
||||
Commission
|
state
of incorporation, address of principal
|
I.R.S.
Employer
|
||
File
Number
|
executive
offices and telephone number
|
Identification
Number
|
||
001-32206
|
GREAT
PLAINS ENERGY INCORPORATED
|
43-1916803
|
||
(A
Missouri Corporation)
|
||||
1201
Walnut Street
|
||||
Kansas
City, Missouri 64106
|
||||
(816)
556-2200
|
||||
www.greatplainsenergy.com
|
||||
000-51873
|
KANSAS
CITY POWER & LIGHT COMPANY
|
44-0308720
|
||
(A
Missouri Corporation)
|
||||
1201
Walnut Street
|
||||
Kansas
City, Missouri 64106
|
||||
(816)
556-2200
|
||||
www.kcpl.com
|
Abbreviation
or Acronym
|
Definition
|
|
Aquila | Aquila, Inc. | |
ARO
|
Asset Retirement Obligation | |
BART
|
Best
available retrofit technology
|
|
Black
Hills
|
Black Hills Corporation | |
CAIR
|
Clean
Air Interstate Rule
|
|
CAMR
|
Clean
Air Mercury Rule
|
|
Clean Air Act | Clean Air Act Amendments of 1990 | |
CO
2
|
Carbon
Dioxide
|
|
Collaboration Agreement | Agreement among KCP&L, the Sierra Club and the Concerned Citizens of Platte County | |
Company
|
Great
Plains Energy Incorporated and its subsidiaries
|
|
Consolidated
KCP&L
|
KCP&L
and its wholly owned subsidiaries
|
|
Digital Teleport | Digital Teleport, Inc. | |
DOE
|
Department
of Energy
|
|
EBITDA
|
Earnings
before interest, income taxes, depreciation and
amortization
|
|
ECA | Energy Cost Adjustment | |
EEI
|
Edison
Electric Institute
|
|
EIRR
|
Environmental
Improvement Revenue Refunding
|
|
EPA
|
Environmental
Protection Agency
|
|
EPS
|
Earnings
per common share
|
|
ERISA | Employee Retirement Income Security Act of 1974 | |
FASB
|
Financial
Accounting Standards Board
|
|
FELINE
PRIDES
SM
|
Flexible
Equity Linked Preferred Increased Dividend Equity Securities,
|
|
a
service mark of Merrill Lynch & Co., Inc.
|
||
FERC
|
The
Federal Energy Regulatory Commission
|
|
FGIC | Financial Guaranty Insurance Company | |
FIN
|
Financial
Accounting Standards Board Interpretation
|
|
FSS
|
Forward
Starting Swaps
|
|
GAAP
|
Generally
Accepted Accounting Principles
|
|
GPP | Great Plains Power Incorporated | |
Great
Plains Energy
|
Great
Plains Energy Incorporated and its subsidiaries
|
|
Holdings | DTI Holdings, Inc. | |
HSS
|
Home
Service Solutions Inc., a wholly owned subsidiary of KCP&L
|
|
IEC
|
Innovative
Energy Consultants Inc., a wholly owned subsidiary
of
Great Plains Energy
|
|
ISO
|
Independent
System Operator
|
|
KCC
|
The
State Corporation Commission of the State of Kansas
|
|
KCP&L
|
Kansas
City Power & Light Company, a wholly owned subsidiary
of
Great Plains Energy
|
Abbreviation
or Acronym
|
Definition | |
KDHE | Kansas Department of Health and Environment | |
KLT Gas | KLT Gas Inc., a wholly owned susidiary of KLT Inc. | |
KLT Inc. | KLT Inc., a wholly owned subsidiary of Great Plains Energy | |
KLT Investments | KLT Investments Inc., a wholly owned subsidiary of KLY Inc, | |
KLT
Telecom
|
KLT Telecom Inc., a wholly owned subsidiary of KLT Inc. | |
KW |
Kilowatt
|
|
kWh
|
Kilowatt
hour
|
|
MAC
|
Material
Adverse Change
|
|
Market Street | Market Street Funding LLC | |
MD&A
|
Management’s
Discussion and Analysis of Financial Condition and
|
|
Results
of Operations
|
||
MDNR | Missouri Department of Natural Resources | |
MISO
|
Midwest
Independent Transmission System Operator, Inc.
|
|
MPSC
|
Public
Service Commission of the State of Missouri
|
|
MW
|
Megawatt
|
MWh
|
Megawatt
hour
|
|
NEIL
|
Nuclear
Electric Insurance Limited
|
|
NO
x
|
Nitrogen
Oxide
|
|
NPNS
|
Normal
Purchases and Normal Sales
|
|
NRC
|
Nuclear
Regulatory Commission
|
|
OCI
|
Other
Comprehensive Income
|
|
PJM
|
PJM
Interconnection, LLC
|
|
PRB
|
Powder
River Basin
|
|
PURPA | Public Utility Regulatory Policy Act | |
Receivables
Company
|
Kansas
City Power & Light Receivables Company, a wholly owned
subsidiary
of KCP&L
|
|
RTO
|
Regional
Transmission Organization
|
|
SEC
|
Securities
and Exchange Commission
|
|
SECA
|
Seams
Elimination Charge Adjustment
|
|
Services
|
Great
Plains Energy Services Incorporated
|
|
SFAS
|
Statement
of Financial Accounting Standards
|
|
SIP
|
State
Implementation Plan
|
|
SO
2
|
Sulfur
Dioxide
|
|
SPP
|
Southwest
Power Pool, Inc.
|
|
STB
|
Surface
Transportation Board
|
|
Strategic
Energy
|
Strategic
Energy, L.L.C., a subsidiary of KLT Energy Services
|
|
Strategic Receivables | Strategic Receivables, LLC | |
T
- Lock
|
Treasury
Locks
|
|
Union
Pacific
|
Union
Pacific Railroad Company
|
|
WCNOC
|
Wolf
Creek Nuclear Operating Corporation
|
|
Wolf
Creek
|
Wolf
Creek Generating Station
|
1.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING
POLICIES
|
·
|
KCP&L
is an integrated, regulated electric utility that provides electricity
to
customers primarily in the states of Missouri and
Kansas. KCP&L has two wholly owned subsidiaries, Kansas
City Power & Light Receivables Company (Receivables Company) and Home
Service Solutions Inc. (HSS). HSS has no active
operations.
|
·
|
KLT
Inc. is an intermediate holding company that primarily holds an
indirect
interest in Strategic Energy, L.L.C. (Strategic Energy), which
provides
competitive retail electricity supply services in several electricity
markets offering retail choice, and holds investments in affordable
housing limited partnerships. KLT Inc. also wholly owns KLT Gas
Inc. (KLT Gas), which has no active
operations.
|
·
|
Innovative
Energy Consultants Inc. (IEC) is an intermediate holding company
that
holds an indirect interest in Strategic Energy. IEC does not
own or operate any assets other than its indirect interest in Strategic
Energy. When combined with KLT Inc.’s indirect interest in
Strategic Energy, the Company indirectly owns 100% of Strategic
Energy.
|
·
|
Great
Plains Energy Services Incorporated (Services) provides services
at cost
to Great Plains Energy and its subsidiaries, including consolidated
KCP&L.
|
|
Three
Months Ended
|
|
Year
to Date
|
||||||||||||||
September
30
|
September
30
|
||||||||||||||||
As Adjusted | As Adjusted | ||||||||||||||||
|
2007
|
2006
|
|
2007
|
2006
|
||||||||||||
Income
|
(millions,
except per share amounts)
|
||||||||||||||||
Net
income
|
$
|
62.1
|
$
|
55.9
|
$
|
111.1
|
$
|
93.2
|
|||||||||
Less:
preferred stock dividend requirements
|
0.3
|
0.5
|
|
1.2
|
1.3
|
||||||||||||
Income
available to common shareholders
|
$
|
61.8
|
$
|
55.4
|
|
$
|
109.9
|
$
|
91.9
|
||||||||
Common
Shares Outstanding
|
|||||||||||||||||
Average
number of common shares outstanding
|
85.6
|
80.1
|
84.7
|
77.3
|
|||||||||||||
Add:
effect of dilutive securities
|
0.1
|
0.2
|
|
0.3
|
0.1
|
||||||||||||
Diluted
average number of common shares outstanding
|
85.7
|
80.3
|
|
85.0
|
77.4
|
||||||||||||
Basic
EPS
|
$
|
0.72
|
$
|
0.69
|
$
|
1.30
|
$
|
1.19
|
|||||||||
Diluted
EPS
|
$
|
0.72
|
$
|
0.69
|
|
$
|
1.29
|
$
|
1.19
|
||||||||
2.
|
ANTICIPATED
ACQUISITION OF AQUILA,
INC.
|
3.
|
SUPPLEMENTAL
CASH FLOW
INFORMATION
|
Great
Plains Energy Other Operating Activities
|
|
|
||||||
As
Adjusted
|
||||||||
Year
to Date September 30
|
2007
|
2006
|
||||||
Cash
flows affected by changes in:
|
(millions)
|
|||||||
Receivables
|
$
|
(136.3 | ) |
$
|
(96.2 | ) | ||
Fuel
inventories
|
(8.4 | ) | (8.2 | ) | ||||
Materials
and supplies
|
(3.5 | ) | (2.4 | ) | ||||
Accounts
payable
|
26.3
|
6.9
|
||||||
Accrued
taxes
|
59.2
|
60.6
|
||||||
Accrued
interest
|
7.1
|
0.2
|
||||||
Deferred
refueling outage costs
|
5.8
|
2.6
|
||||||
Deposits
with suppliers
|
-
|
(4.4 | ) | |||||
Pension
and post-retirement benefit obligations
|
16.8
|
10.8
|
||||||
Allowance
for equity funds used during construction
|
(0.6 | ) | (3.7 | ) | ||||
Deferred
merger costs
|
(12.1 | ) |
-
|
|||||
Proceeds
from forward starting swaps
|
(1.2 | ) |
-
|
|||||
Fair
value impacts of forward starting swaps
|
9.0
|
-
|
||||||
Other
|
(10.9 | ) |
10.8
|
|||||
Total
other operating activities
|
$
|
(48.8 | ) |
$
|
(23.0 | ) | ||
Cash
paid during the period:
|
||||||||
Interest
|
$
|
58.6
|
$
|
50.9
|
||||
Income
taxes
|
$
|
3.4
|
$
|
39.9
|
||||
Non-cash
investing activities:
|
||||||||
Liabilities
assumed for capital expenditures
|
$
|
52.5
|
$
|
34.7
|
||||
Consolidated
KCP&L Other Operating Activities
|
|
|
||||||
As
Adjusted
|
||||||||
Year
to Date September 30
|
2007
|
2006
|
||||||
Cash
flows affected by changes in:
|
(millions)
|
|||||||
Receivables
|
$ | (63.3 | ) | $ | (52.1 | ) | ||
Fuel
inventories
|
(8.4 | ) | (8.2 | ) | ||||
Materials
and supplies
|
(3.5 | ) | (2.4 | ) | ||||
Accounts
payable
|
(24.9 | ) | (9.2 | ) | ||||
Accrued
taxes
|
61.1
|
71.9
|
||||||
Accrued
interest
|
6.6
|
0.2
|
||||||
Deferred
refueling outage costs
|
5.8
|
2.6
|
||||||
Pension
and post-retirement benefit obligations
|
14.9
|
8.3
|
||||||
Allowance
for equity funds used during construction
|
(0.6 | ) | (3.7 | ) | ||||
Proceeds
from forward starting swaps
|
3.3
|
-
|
||||||
Other
|
(5.6 | ) | (0.5 | ) | ||||
Total
other operating activities
|
$ | (14.6 | ) | $ |
6.9
|
|||
Cash
paid during the period:
|
||||||||
Interest
|
$ |
44.0
|
$ |
43.6
|
||||
Income
taxes
|
$ |
7.5
|
$ |
29.1
|
||||
Non-cash
investing activities:
|
||||||||
Liabilities
assumed for capital expenditures
|
$ |
52.5
|
$ |
34.4
|
||||
4.
|
RECEIVABLES
|
September
30
|
December
31
|
||||||||
2007
|
2006
|
||||||||
Consolidated
KCP&L
|
(millions)
|
||||||||
Customer
accounts receivable
(a)
|
$ |
82.3
|
$ |
35.2
|
|||||
Allowance
for doubtful accounts
|
(1.9 | ) | (1.1 | ) | |||||
Other
receivables
|
97.1
|
80.2
|
|||||||
Consolidated
KCP&L receivables
|
177.5
|
114.3
|
|||||||
Other
Great Plains Energy
|
|||||||||
Other
receivables
|
305.8
|
229.2
|
|||||||
Allowance
for doubtful accounts
|
(7.6 | ) | (4.1 | ) | |||||
Great
Plains Energy receivables
|
$ |
475.7
|
$ |
339.4
|
|||||
(a)
|
Customer
accounts receivable included unbilled receivables of $44.5
million
|
||||||||
and
$32.0 million at September 30, 2007, and December 31, 2006,
respectively.
|
|||||||||
|
|
|
|
|||||||||
|
|
Receivables
|
Consolidated
|
|||||||||
Three
Months Ended September 30, 2007
|
KCP&L
|
Company
|
KCP&L
|
|||||||||
|
(millions)
|
|||||||||||
Receivables
(sold) purchased
|
$
|
(364.8 | ) |
$
|
364.8
|
$
|
-
|
|||||
Gain
(loss) on sale of accounts receivable
(a)
|
(4.7 | ) |
4.3
|
(0.4 | ) | |||||||
Servicing
fees
|
1.0
|
(1.0 | ) |
-
|
||||||||
Fees
to outside investor
|
-
|
(1.0 | ) | (1.0 | ) | |||||||
|
||||||||||||
Cash
flows during the period
|
||||||||||||
Cash
from customers transferred to
|
||||||||||||
Receivables
Company
|
(342.6 | ) |
342.6
|
-
|
||||||||
Cash
paid to KCP&L for receivables purchased
|
338.3
|
(338.3 | ) |
-
|
||||||||
Servicing
fees
|
1.0
|
(1.0 | ) |
-
|
||||||||
Interest
on intercompany note
|
1.3
|
(1.3 | ) |
-
|
||||||||
|
|
|
|
|
|||||||||
|
|
Receivables
|
Consolidated
|
|||||||||
Year
to Date September 30, 2007
|
KCP&L
|
Company
|
KCP&L
|
|||||||||
|
(millions)
|
|||||||||||
Receivables
(sold) purchased
|
$
|
(857.0 | ) |
$
|
857.0
|
$
|
-
|
|||||
Gain
(loss) on sale of accounts receivable
(a)
|
(10.5 | ) |
9.6
|
(0.9 | ) | |||||||
Servicing
fees
|
2.4
|
(2.4 | ) |
-
|
||||||||
Fees
to outside investor
|
-
|
(3.0 | ) | (3.0 | ) | |||||||
|
||||||||||||
Cash
flows during the period
|
||||||||||||
Cash
from customers transferred to
|
||||||||||||
Receivables
Company
|
(815.0 | ) |
815.0
|
-
|
||||||||
Cash
paid to KCP&L for receivables purchased
|
805.3
|
(805.3 | ) |
-
|
||||||||
Servicing
fees
|
2.4
|
(2.4 | ) |
-
|
||||||||
Interest
on intercompany note
|
2.5
|
(2.5 | ) |
-
|
||||||||
|
|
||||||||||||
|
|
Receivables
|
Consolidated
|
|||||||||
Three
Months Ended September 30, 2006
|
KCP&L
|
Company
|
KCP&L
|
|||||||||
|
(millions)
|
|||||||||||
Receivables
(sold) purchased
|
$
|
(325.5 | ) |
$
|
325.5
|
$
|
-
|
|||||
Gain
(loss) on sale of accounts receivable
(a)
|
(3.3 | ) |
3.3
|
-
|
||||||||
Servicing
fees
|
1.0
|
(1.0 | ) |
-
|
||||||||
Fees
to outside investor
|
-
|
(1.0 | ) | (1.0 | ) | |||||||
|
||||||||||||
Cash
flows during the period
|
||||||||||||
Cash
from customers transferred to
|
||||||||||||
Receivables
Company
|
(323.0 | ) |
323.0
|
-
|
||||||||
Cash
paid to KCP&L for receivables purchased
|
323.6
|
(323.6 | ) |
-
|
||||||||
Servicing
fees
|
1.0
|
(1.0 | ) |
-
|
||||||||
Interest
on intercompany note
|
1.1
|
(1.1 | ) |
-
|
||||||||
|
|
|
|
|
|
|||||||||
|
|
|
Receivables
|
Consolidated
|
|||||||||
Year
to Date September 30, 2006
|
KCP&L
|
Company
|
KCP&L
|
||||||||||
|
|
(millions)
|
|||||||||||
Receivables
(sold) purchased
|
$
|
(774.8 | ) |
$
|
774.8
|
$
|
-
|
||||||
Gain
(loss) on sale of accounts receivable
(a)
|
(7.8 | ) |
7.6
|
(0.2 | ) | ||||||||
Servicing
fees
|
2.2
|
(2.2 | ) |
-
|
|||||||||
Fees
to outside investor
|
-
|
(2.8 | ) | (2.8 | ) | ||||||||
|
|
||||||||||||
Cash
flows during the period
|
|||||||||||||
Cash
from customers transferred to
|
|||||||||||||
Receivables
Company
|
(754.0 | ) |
754.0
|
-
|
|||||||||
Cash
paid to KCP&L for receivables purchased
|
750.3
|
(750.3 | ) |
-
|
|||||||||
Servicing
fees
|
2.2
|
(2.2 | ) |
-
|
|||||||||
Interest
on intercompany note
|
1.9
|
(1.9 | ) |
-
|
|||||||||
(a)
|
The
net gain (loss) is the result of the timing difference inherent in
collecting receivables and over the life of the agreement will net to
zero.
|
||||||||||||
|
|||||||||||||
5.
|
NUCLEAR
PLANT
|
|
|
|
|
|
||||||||||||
|
September
30
|
December
31
|
||||||||||||||
|
2007
|
2006
|
||||||||||||||
|
Fair
|
Unrealized
|
Fair
|
Unrealized
|
||||||||||||
|
Value
|
Gains
|
Value
|
Gains
|
||||||||||||
|
(millions)
|
|||||||||||||||
Equity
securities
|
$
|
54.5
|
$
|
9.4
|
$
|
50.6
|
$
|
10.8
|
||||||||
Debt
securities
|
53.9
|
(0.4 | ) |
50.4
|
(0.5 | ) | ||||||||||
Other
|
2.3
|
-
|
3.1
|
-
|
||||||||||||
Total
|
$
|
110.7
|
$
|
9.0
|
$
|
104.1
|
$
|
10.3
|
||||||||
|
|
|
|
|
|
||||||||||||
|
Three
Months Ended
|
Year
to Date
|
||||||||||||||
|
September
30
|
September
30
|
||||||||||||||
|
2007
|
2006
|
2007
|
2006
|
||||||||||||
|
(millions)
|
|||||||||||||||
Realized
Gains
|
$
|
1.0
|
$
|
0.7
|
$
|
5.4
|
$
|
3.9
|
||||||||
Realized
Losses
|
(0.6 | ) | (0.3 | ) | (1.1 | ) | (0.9 | ) | ||||||||
|
|
|
|
||||||||||||||||||||||
|
As
|
|
|
As
|
|
|
||||||||||||||||||
|
Originally
Reported
|
Originally
Reported
|
||||||||||||||||||||||
|
Three
Months Ended
|
As
|
Effect
of
|
Year
to Date
|
As
|
Effect
of
|
||||||||||||||||||
|
September
30, 2006
|
Adjusted
|
Change
|
September
30, 2006
|
Adjusted
|
Change
|
||||||||||||||||||
Great
Plains Energy
|
(millions)
|
|||||||||||||||||||||||
Fuel
|
$
|
77.2
|
$
|
76.3
|
$
|
(0.9 | ) |
$
|
180.8
|
$
|
178.1
|
$
|
(2.7 | ) | ||||||||||
Operating
expense - KCP&L
|
69.4
|
69.4
|
-
|
196.7
|
196.6
|
(0.1 | ) | |||||||||||||||||
Maintenance
|
19.7
|
19.4
|
(0.3 | ) |
67.2
|
65.9
|
(1.3 | ) | ||||||||||||||||
Income
taxes
|
(26.5 | ) | (27.0 | ) | (0.5 | ) | (36.7 | ) | (38.3 | ) | (1.6 | ) | ||||||||||||
Consolidated
KCP&L
|
||||||||||||||||||||||||
Fuel
|
$
|
77.2
|
$
|
76.3
|
$
|
(0.9 | ) |
$
|
180.8
|
$
|
178.1
|
$
|
(2.7 | ) | ||||||||||
Operating
expense
|
69.4
|
69.4
|
-
|
196.7
|
196.6
|
(0.1 | ) | |||||||||||||||||
Maintenance
|
19.7
|
19.4
|
(0.3 | ) |
67.2
|
65.9
|
(1.3 | ) | ||||||||||||||||
Income
taxes
|
(39.3 | ) | (39.8 | ) | (0.5 | ) | (61.9 | ) | (63.5 | ) | (1.6 | ) | ||||||||||||
|
6.
|
REGULATORY
MATTERS
|
|
||||||||
|
September
30
|
December
31
|
||||||
|
2007
|
2006
|
||||||
Regulatory
Assets
|
(millions)
|
|||||||
Taxes
recoverable through future rates
|
$
|
70.8
|
$
|
81.7
|
||||
Loss
on reacquired debt
|
6.0
|
6.4
|
||||||
Change
in depreciable life of Wolf Creek
|
45.4
|
45.4
|
||||||
Cost
of removal
|
8.0
|
8.2
|
||||||
Asset
retirement obligations
|
18.1
|
16.9
|
||||||
SFAS
158 pension and post-retirement costs
|
177.2
|
190.0
|
||||||
Other
pension and post-retirement costs
|
74.7
|
66.9
|
||||||
Surface
Transportation Board litigation expenses
|
1.8
|
1.7
|
||||||
Deferred
customer programs
|
10.5
|
5.9
|
||||||
2006
rate case expenses
|
1.9
|
2.6
|
||||||
2007
rate case expenses
|
0.9
|
-
|
||||||
Other
|
6.4
|
8.7
|
||||||
Total
|
$
|
421.7
|
$
|
434.4
|
||||
Regulatory
Liabilities
|
||||||||
Emission
allowances
|
$
|
64.5
|
$
|
64.5
|
||||
Asset
retirement obligations
|
40.7
|
35.6
|
||||||
Additional
Wolf Creek amortization (Missouri)
|
14.7
|
14.6
|
||||||
Total
|
$
|
119.9
|
$
|
114.7
|
||||
7.
|
SHORT-TERM
BORROWINGS AND SHORT-TERM BANK LINES OF
CREDIT
|
8.
|
LONG-TERM
DEBT AND EIRR BONDS CLASSIFIED AS CURRENT
LIABILITIES
|
|
||||||
|
|
|
September
30
|
|
December
31
|
|
|
|
Year
Due
|
|
2007
|
|
2006
|
Consolidated
KCP&L
|
(millions)
|
|||||
General
Mortgage Bonds
|
||||||
7.95%
Medium-Term Notes
|
2007
|
$ -
|
$ 0.5
|
|||
4.00%*
EIRR bonds
|
2012-2035
|
158.8
|
158.8
|
|||
Senior
Notes
|
||||||
6.00%
|
2007
|
-
|
225.0
|
|||
6.50%
|
2011
|
150.0
|
150.0
|
|||
5.85%
|
2017
|
250.0
|
-
|
|||
6.05%
|
2035
|
250.0
|
250.0
|
|||
Unamortized
discount
|
(1.9)
|
(1.6)
|
||||
EIRR
bonds
|
||||||
4.75%
Series 1998 A & B
|
2015
|
106.5
|
105.2
|
|||
4.75%
Series 1998 D
|
2017
|
40.0
|
39.5
|
|||
4.65%
Series 2005
|
2035
|
50.0
|
50.0
|
|||
4.05%
Series 2007 A & B
|
2035
|
146.5
|
-
|
|||
Current
liabilities
|
||||||
Current
maturities
|
-
|
(225.5)
|
||||
EIRR
bonds classified as current
|
(146.5)
|
|
(144.7)
|
|||
Total
consolidated KCP&L excluding current maturities
|
1,003.4
|
607.2
|
||||
Other
Great Plains Energy
|
||||||
6.875%
Senior Notes
|
2017
|
100.0
|
-
|
|||
Unamortized
discount
|
(0.5)
|
-
|
||||
7.74%
Affordable Housing Notes
|
2007-2008
|
0.9
|
0.9
|
|||
4.25%
FELINE PRIDES Senior Notes
|
-
|
163.6
|
||||
Current
maturities
|
|
|
|
(0.6)
|
|
(164.2)
|
Total
consolidated Great Plains Energy excluding current
maturities
|
|
$ 1,103.2
|
|
$
607.5
|
||
* Weighted-average
interest rates at September 30, 2007.
|
||||||
|
Three
Months Ended
|
Year
to Date
|
||||||||||||||||
September
30
|
September
30
|
|||||||||||||||||
|
2007
|
|
2006
|
2007
|
|
2006
|
||||||||||||
(millions)
|
||||||||||||||||||
Consolidated
KCP&L
|
$
|
0.5
|
$
|
0.5
|
$
|
1.3
|
$
|
1.5
|
||||||||||
Other
Great Plains Energy
|
0.1
|
0.2
|
0.8
|
0.5
|
||||||||||||||
Total
Great Plains Energy
|
$
|
0.6
|
|
$
|
0.7
|
$
|
2.1
|
|
$
|
2.0
|
||||||||
9.
|
COMMON
SHAREHOLDERS’ EQUITY
|
10.
|
PENSION
PLANS AND OTHER EMPLOYEE
BENEFITS
|
Pension
Benefits
|
Other
Benefits
|
|||||||||||||||
Three
Months Ended September 30
|
2007
|
2006
|
2007
|
2006
|
||||||||||||
Components
of net periodic benefit cost
|
(millions)
|
|||||||||||||||
Service
cost
|
$
|
4.6
|
$
|
4.7
|
$
|
0.3
|
$
|
0.3
|
||||||||
Interest
cost
|
7.5
|
7.8
|
1.0
|
0.7
|
||||||||||||
Expected
return on plan assets
|
(7.4 | ) | (8.1 | ) | (0.1 | ) | (0.1 | ) | ||||||||
Prior
service cost
|
1.1
|
1.0
|
0.7
|
-
|
||||||||||||
Recognized
net actuarial loss
|
8.8
|
7.9
|
0.1
|
0.2
|
||||||||||||
Transition
obligation
|
-
|
-
|
0.3
|
0.3
|
||||||||||||
Settlement
charge
|
-
|
2.0
|
-
|
-
|
||||||||||||
Net
periodic benefit cost before
|
||||||||||||||||
regulatory
adjustment
|
14.6
|
15.3
|
2.3
|
1.4
|
||||||||||||
Regulatory
adjustment
|
(2.1 | ) | (7.6 | ) |
-
|
-
|
||||||||||
Net
periodic benefit cost
|
$
|
12.5
|
$
|
7.7
|
$
|
2.3
|
$
|
1.4
|
||||||||
Pension
Benefits
|
Other
Benefits
|
|||||||||||||||
Year
to Date September 30
|
2007
|
2006
|
2007
|
2006
|
||||||||||||
Components
of net periodic benefit cost
|
(millions)
|
|||||||||||||||
Service
cost
|
$
|
13.8
|
$
|
14.1
|
$
|
0.8
|
$
|
0.7
|
||||||||
Interest
cost
|
22.4
|
23.2
|
2.8
|
2.2
|
||||||||||||
Expected
return on plan assets
|
(22.2 | ) | (24.5 | ) | (0.5 | ) | (0.4 | ) | ||||||||
Prior
service cost
|
3.3
|
3.2
|
1.4
|
0.1
|
||||||||||||
Recognized
net actuarial loss
|
26.5
|
23.9
|
0.4
|
0.6
|
||||||||||||
Transition
obligation
|
-
|
-
|
0.9
|
0.9
|
||||||||||||
Settlement
and termination charge
|
-
|
9.5
|
0.3
|
-
|
||||||||||||
Net
periodic benefit cost before
|
||||||||||||||||
regulatory
adjustment
|
43.8
|
49.4
|
6.1
|
4.1
|
||||||||||||
Regulatory
adjustment
|
(6.3 | ) | (22.9 | ) |
-
|
-
|
||||||||||
Net
periodic benefit cost
|
$
|
37.5
|
$
|
26.5
|
$
|
6.1
|
$
|
4.1
|
||||||||
11.
|
EQUITY
COMPENSATION
|
|
Three
Months Ended
|
Year
to Date
|
||||||
September
30
|
September
30
|
|||||||
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
Compensation
expense
|
|
(millions)
|
||||||
Great
Plains Energy
|
$ 2.1
|
$ 1.2
|
$ 4.7
|
$ 2.9
|
||||
KCP&L
|
1.4
|
0.7
|
3.1
|
1.8
|
||||
Income
tax benefits
|
||||||||
Great
Plains Energy
|
0.8
|
0.4
|
1.8
|
0.8
|
||||
KCP&L
|
|
0.6
|
|
0.2
|
|
1.2
|
|
0.5
|
Grant
Date
|
||||||||
Performance
|
Shares
|
Fair
Value*
|
||||||
Beginning
balance
|
254,771
|
$
|
29.56
|
|||||
Performance
adjustment
|
(22,070 | ) | ||||||
Granted
|
123,542
|
32.00
|
||||||
Issued
|
(42,169 | ) |
30.27
|
|||||
Forfeited
|
(4,385 | ) |
32.35
|
|||||
Ending
balance
|
309,689
|
30.34
|
||||||
* weighted-average
|
||||||||
Nonvested
|
Grant
Date
|
|||||||
Restricted
stock
|
Shares
|
Fair
Value*
|
||||||
Beginning
balance
|
140,603
|
$
|
29.75
|
|||||
Granted
and issued
|
348,527
|
31.93
|
||||||
Vested
|
(11,000 | ) |
30.01
|
|||||
Forfeited
|
(5,842 | ) |
31.40
|
|||||
Ending
balance
|
472,288
|
31.33
|
||||||
* weighted-average
|
||||||||
12.
|
TAXES
|
Three
Months Ended
|
Year
to Date
|
|||||||||||||||
September
30
|
September
30
|
|||||||||||||||
As
Adjusted
|
As
Adjusted
|
|||||||||||||||
Great
Plains Energy
|
2007
|
2006
|
2007
|
2006
|
||||||||||||
Current
income taxes
|
(millions)
|
|||||||||||||||
Federal
|
$
|
15.9
|
$
|
38.3
|
$
|
22.0
|
$
|
67.6
|
||||||||
State
|
4.4
|
2.9
|
4.4
|
4.3
|
||||||||||||
Total
|
20.3
|
41.2
|
26.4
|
71.9
|
||||||||||||
Deferred
income taxes
|
||||||||||||||||
Federal
|
5.8
|
(11.6 | ) |
19.1
|
(25.3 | ) | ||||||||||
State
|
(2.2 | ) | (1.8 | ) |
1.7
|
(6.0 | ) | |||||||||
Total
|
3.6
|
(13.4 | ) |
20.8
|
(31.3 | ) | ||||||||||
Investment
tax credit amortization
|
(0.4 | ) | (0.8 | ) | (1.1 | ) | (2.3 | ) | ||||||||
Total
|
$
|
23.5
|
$
|
27.0
|
$
|
46.1
|
$
|
38.3
|
||||||||
Three
Months Ended
|
Year
to Date
|
|||||||||||||||
September
30
|
September
30
|
|||||||||||||||
As
Adjusted
|
As
Adjusted
|
|||||||||||||||
Consolidated
KCP&L
|
2007
|
2006
|
2007
|
2006
|
||||||||||||
Current
income taxes
|
(millions)
|
|||||||||||||||
Federal
|
$
|
13.8
|
$
|
36.5
|
$
|
25.2
|
$
|
60.0
|
||||||||
State
|
2.4
|
4.6
|
4.7
|
7.3
|
||||||||||||
Total
|
16.2
|
41.1
|
29.9
|
67.3
|
||||||||||||
Deferred
income taxes
|
||||||||||||||||
Federal
|
15.9
|
(0.5 | ) |
15.1
|
(1.4 | ) | ||||||||||
State
|
1.8
|
-
|
1.8
|
(0.1 | ) | |||||||||||
Total
|
17.7
|
(0.5 | ) |
16.9
|
(1.5 | ) | ||||||||||
Investment
tax credit amortization
|
(0.4 | ) | (0.8 | ) | (1.1 | ) | (2.3 | ) | ||||||||
Total
|
$
|
33.5
|
$
|
39.8
|
$
|
45.7
|
$
|
63.5
|
||||||||
Income
Tax Expense
|
Income
Tax Rate
|
|||||||||||||||
Great
Plains Energy
|
As
Adjusted
|
As
Adjusted
|
||||||||||||||
Three
Months Ended September 30
|
2007
|
2006
|
2007
|
2006
|
||||||||||||
(millions)
|
||||||||||||||||
Federal
statutory income tax
|
$
|
29.9
|
$
|
29.0
|
35.0 | % | 35.0 | % | ||||||||
Differences
between book and tax
|
||||||||||||||||
depreciation
not normalized
|
0.8
|
0.2
|
0.9
|
0.2
|
||||||||||||
Amortization
of investment tax credits
|
(0.4 | ) | (0.8 | ) | (0.4 | ) | (0.9 | ) | ||||||||
Federal
income tax credits
|
(3.1 | ) | (2.1 | ) | (3.7 | ) | (2.5 | ) | ||||||||
State
income taxes
|
1.7
|
0.9
|
2.0
|
1.0
|
||||||||||||
Changes
in uncertain tax positions, net
|
-
|
0.1
|
0.1
|
0.2
|
||||||||||||
Aquila
transaction costs
|
(2.9 | ) |
-
|
(3.4 | ) |
-
|
||||||||||
Other
|
(2.5 | ) | (0.3 | ) | (3.2 | ) | (0.5 | ) | ||||||||
Total
|
$
|
23.5
|
$
|
27.0
|
27.3 | % | 32.5 | % | ||||||||
|
Income
Tax Expense
|
Income
Tax Rate
|
||||||||||||||
Great
Plains Energy
|
As Adjusted |
As
Adjusted
|
||||||||||||||
Year
to Date September 30
|
2007
|
2006
|
2007
|
2006
|
||||||||||||
(millions)
|
||||||||||||||||
Federal
statutory income tax
|
$
|
55.0
|
$
|
46.0
|
35.0 | % | 35.0 | % | ||||||||
Differences
between book and tax
|
||||||||||||||||
depreciation
not normalized
|
2.5
|
0.9
|
1.6
|
0.7
|
||||||||||||
Amortization
of investment tax credits
|
(1.1 | ) | (2.3 | ) | (0.7 | ) | (1.7 | ) | ||||||||
Federal
income tax credits
|
(6.9 | ) | (4.5 | ) | (4.4 | ) | (3.4 | ) | ||||||||
State
income taxes
|
3.9
|
-
|
2.5
|
(0.1 | ) | |||||||||||
Changes
in uncertain tax positions, net
|
0.2
|
0.2
|
0.1
|
0.1
|
||||||||||||
Aquila
transaction costs
|
(2.9 | ) |
-
|
(1.8 | ) |
-
|
||||||||||
Other
|
(4.6 | ) | (2.0 | ) | (3.0 | ) | (1.5 | ) | ||||||||
Total
|
$
|
46.1
|
$
|
38.3
|
29.3 | % | 29.1 | % | ||||||||
|
Income
Tax Expense
|
Income
Tax Rate
|
||||||||||||||
Consolidated
KCP&L
|
As
Adjusted
|
As
Adjusted
|
||||||||||||||
Three
Months Ended September 30
|
2007
|
2006
|
2007
|
2006
|
||||||||||||
(millions)
|
||||||||||||||||
Federal
statutory income tax
|
$
|
38.6
|
$
|
38.3
|
35.0 | % | 35.0 | % | ||||||||
Differences
between book and tax
|
||||||||||||||||
depreciation
not normalized
|
0.8
|
0.2
|
0.7
|
0.2
|
||||||||||||
Federal
income tax credits
|
(2.6 | ) | (0.9 | ) | (2.3 | ) | (0.8 | ) | ||||||||
Amortization
of investment tax credits
|
(0.4 | ) | (0.8 | ) | (0.3 | ) | (0.7 | ) | ||||||||
State
income taxes
|
3.3
|
3.0
|
3.0
|
2.7
|
||||||||||||
Changes
in uncertain tax positions, net
|
(0.3 | ) |
0.1
|
(0.2 | ) |
0.1
|
||||||||||
Parent
company tax benefits
|
(4.4 | ) | (1.1 | ) | (4.0 | ) | (1.0 | ) | ||||||||
Other
|
(1.5 | ) |
1.0
|
(1.5 | ) |
0.9
|
||||||||||
Total
|
$
|
33.5
|
$
|
39.8
|
30.4 | % | 36.4 | % | ||||||||
|
Income
Tax Expense
|
Income
Tax Rate
|
||||||||||||||
Consolidated
KCP&L
|
As
Adjusted
|
As
Adjusted
|
||||||||||||||
Year
to Date September 30
|
2007
|
2006
|
2007
|
2006
|
||||||||||||
(millions)
|
||||||||||||||||
Federal
statutory income tax
|
$ |
56.3
|
$ |
63.9
|
35.0 | % | 35.0 | % | ||||||||
Differences
between book and tax
|
||||||||||||||||
depreciation
not normalized
|
2.5
|
0.9
|
1.6
|
0.5
|
||||||||||||
Federal
income tax credits
|
(5.7 | ) | (0.9 | ) | (3.5 | ) | (0.5 | ) | ||||||||
Amortization
of investment tax credits
|
(1.1 | ) | (2.3 | ) | (0.7 | ) | (1.3 | ) | ||||||||
State
income taxes
|
4.6
|
4.7
|
2.9
|
2.6
|
||||||||||||
Changes
in uncertain tax positions, net
|
(0.1 | ) |
0.6
|
(0.1 | ) |
0.3
|
||||||||||
Parent
company tax benefits
|
(7.6 | ) | (3.3 | ) | (4.7 | ) | (1.8 | ) | ||||||||
Other
|
(3.2 | ) | (0.1 | ) | (2.1 | ) |
-
|
|||||||||
Total
|
$ |
45.7
|
$ |
63.5
|
28.4 | % | 34.8 | % | ||||||||
13.
|
RELATED
PARTY TRANSACTIONS AND
RELATIONSHIPS
|
14.
|
COMMITMENTS
AND CONTINGENCIES
|
15.
|
LEGAL
PROCEEDINGS
|
16.
|
SEGMENTS
AND RELATED INFORMATION
|
Three
Months Ended
|
|
Strategic
|
|
Great
Plains
|
||||||||||||
September
30, 2007
|
KCP&L
|
Energy
|
Other
|
Energy
|
||||||||||||
(millions)
|
||||||||||||||||
Operating
revenues
|
$
|
416.0
|
$
|
576.0
|
$
|
-
|
$
|
992.0
|
||||||||
Depreciation
and amortization
|
(44.1 | ) |
|
(2.1 | ) |
-
|
(46.2 | ) | ||||||||
Interest
charges
|
(17.1 | ) | (0.9 | ) | (10.2 | ) | (28.2 | ) | ||||||||
Income
taxes
|
(33.5 | ) |
4.7
|
5.3
|
(23.5 | ) | ||||||||||
Loss
from equity investments
|
-
|
-
|
(0.4 | ) | (0.4 | ) | ||||||||||
Net
income (loss)
|
76.5
|
(4.1 | ) | (10.3 | ) |
62.1
|
||||||||||
As
Adjusted
|
|
|
|
|
||||||||||||
Three
Months Ended
|
Strategic
|
Great
Plains
|
||||||||||||||
September
30, 2006
|
KCP&L
|
Energy
|
Other
|
Energy
|
||||||||||||
(millions)
|
||||||||||||||||
Operating
revenues
|
$
|
359.3
|
$
|
459.2
|
$
|
-
|
$
|
818.5
|
||||||||
Depreciation
and amortization
|
(38.5 | ) | (1.9 | ) |
-
|
(40.4 | ) | |||||||||
Interest
charges
|
(15.5 | ) | (0.6 | ) | (1.9 | ) | (18.0 | ) | ||||||||
Income
taxes
|
(40.0 | ) |
10.2
|
2.8
|
(27.0 | ) | ||||||||||
Loss
from equity investments
|
-
|
-
|
(0.4 | ) | (0.4 | ) | ||||||||||
Net
income (loss)
|
70.7
|
(10.9 | ) | (3.9 | ) |
55.9
|
||||||||||
Year
to Date
|
Strategic
|
Great
Plains
|
||||||||||||||
September
30, 2007
|
KCP&L
|
Energy
|
Other
|
Energy
|
||||||||||||
(millions)
|
||||||||||||||||
Operating
revenues
|
$
|
990.8
|
$
|
1,470.1
|
$
|
-
|
$
|
2,460.9
|
||||||||
Depreciation
and amortization
|
(130.9 | ) | (6.2 | ) |
-
|
(137.1 | ) | |||||||||
Interest
charges
|
(52.0 | ) | (2.4 | ) | (13.4 | ) | (67.8 | ) | ||||||||
Income
taxes
|
(45.7 | ) | (9.1 | ) |
8.7
|
(46.1 | ) | |||||||||
Loss
from equity investments
|
-
|
-
|
(1.1 | ) | (1.1 | ) | ||||||||||
Net
income (loss)
|
115.1
|
16.5
|
(20.5 | ) |
111.1
|
|||||||||||
As
Adjusted
|
|
|
|
|
||||||||||||
Year
to Date
|
Strategic
|
Great
Plains
|
||||||||||||||
September
30, 2006
|
KCP&L
|
Energy
|
Other
|
Energy
|
||||||||||||
(millions)
|
||||||||||||||||
Operating
revenues
|
$
|
890.6
|
$
|
1,129.2
|
$
|
-
|
$
|
2,019.8
|
||||||||
Depreciation
and amortization
|
(112.8 | ) | (5.8 | ) |
-
|
(118.6 | ) | |||||||||
Interest
charges
|
(45.4 | ) | (1.5 | ) | (6.2 | ) | (53.1 | ) | ||||||||
Income
taxes
|
(63.7 | ) |
17.4
|
8.0
|
(38.3 | ) | ||||||||||
Loss
from equity investments
|
-
|
-
|
(1.0 | ) | (1.0 | ) | ||||||||||
Net
income (loss)
|
120.3
|
(17.6 | ) | (9.5 | ) |
93.2
|
||||||||||
Three
Months Ended
|
|
|
Consolidated
|
|||||||||
September
30, 2007
|
KCP&L
|
Other
|
KCP&L
|
|||||||||
(millions)
|
||||||||||||
Operating
revenues
|
$
|
416.0
|
$
|
-
|
$
|
416.0
|
||||||
Depreciation
and amortization
|
(44.1 | ) |
-
|
(44.1 | ) | |||||||
Interest
charges
|
(17.1 | ) |
-
|
(17.1 | ) | |||||||
Income
taxes
|
(33.5 | ) |
-
|
(33.5 | ) | |||||||
Net
income
|
76.5
|
0.1
|
76.6
|
|||||||||
As
Adjusted
|
|
|
|
|||||||||
Three
Months Ended
|
Consolidated
|
|||||||||||
September
30, 2006
|
KCP&L
|
Other
|
KCP&L
|
|||||||||
(millions)
|
||||||||||||
Operating
revenues
|
$
|
359.3
|
$
|
-
|
$
|
359.3
|
||||||
Depreciation
and amortization
|
(38.5 | ) |
-
|
(38.5 | ) | |||||||
Interest
charges
|
(15.5 | ) | (0.1 | ) | (15.6 | ) | ||||||
Income
taxes
|
(40.0 | ) |
0.2
|
(39.8 | ) | |||||||
Net
income (loss)
|
70.7
|
(1.2 | ) |
69.5
|
||||||||
Year
to Date
|
|
|
Consolidated
|
|||||||||
September
30, 2007
|
KCP&L
|
Other
|
KCP&L
|
|||||||||
(millions)
|
||||||||||||
Operating
revenues
|
$
|
990.8
|
$
|
-
|
$
|
990.8
|
||||||
Depreciation
and amortization
|
(130.9 | ) |
-
|
(130.9 | ) | |||||||
Interest
charges
|
(52.0 | ) |
-
|
(52.0 | ) | |||||||
Income
taxes
|
(45.7 | ) |
-
|
(45.7 | ) | |||||||
Net
income (loss)
|
115.1
|
-
|
115.1
|
|||||||||
As
Adjusted
|
|
|
|
|||||||||
Year
to Date
|
Consolidated
|
|||||||||||
September
30, 2006
|
KCP&L
|
Other
|
KCP&L
|
|||||||||
(millions)
|
||||||||||||
Operating
revenues
|
$
|
890.6
|
$
|
-
|
$
|
890.6
|
||||||
Depreciation
and amortization
|
(112.8 | ) |
-
|
(112.8 | ) | |||||||
Interest
charges
|
(45.4 | ) | (0.1 | ) | (45.5 | ) | ||||||
Income
taxes
|
(63.7 | ) |
0.2
|
(63.5 | ) | |||||||
Net
income (loss)
|
120.3
|
(1.2 | ) |
119.1
|
||||||||
|
|
|
Consolidated
|
|||||||||
|
KCP&L
|
Other
|
KCP&L
|
|||||||||
September
30, 2007
|
(millions)
|
|||||||||||
Assets
|
$ |
4,313.6
|
$
|
2.1
|
$
|
4,315.7
|
||||||
Capital
expenditures
(a)
|
359.7
|
-
|
359.7
|
|||||||||
December
31, 2006
|
||||||||||||
Assets
|
$ |
3,858.0
|
$
|
1.5
|
$
|
3,859.5
|
||||||
Capital
expenditures
(a)
|
476.0
|
-
|
476.0
|
|||||||||
(a)
Capital
expenditures reflect year to date amounts for the periods
presented.
|
||||||||||||
17.
|
DERIVATIVE
INSTRUMENTS
|
|
September
30
|
December
31
|
||||||||||||||
2007
|
2006
|
|||||||||||||||
Notional
|
Notional
|
|||||||||||||||
Contract
|
Fair
|
Contract
|
Fair
|
|||||||||||||
|
Amount
|
Value
|
Amount
|
Value
|
||||||||||||
Great
Plains Energy
|
(millions)
|
|||||||||||||||
Swap
contracts
|
||||||||||||||||
Cash
flow hedges
|
$
|
302.2
|
$
|
(23.5 | ) |
$
|
477.5
|
$
|
(38.9 | ) | ||||||
Non-hedging
derivatives
|
89.4
|
(7.6 | ) |
37.1
|
(6.8 | ) | ||||||||||
Forward
contracts
|
||||||||||||||||
Cash
flow hedges
|
1,022.9
|
(28.4 | ) |
871.5
|
(69.7 | ) | ||||||||||
Non-hedging
derivatives
|
318.5
|
(9.0 | ) |
250.7
|
(24.8 | ) | ||||||||||
Anticipated
debt issuance
|
||||||||||||||||
Forward
starting swap
|
-
|
-
|
225.0
|
(0.4 | ) | |||||||||||
Treasury
lock
|
350.0
|
(9.9 | ) |
77.6
|
0.2
|
|||||||||||
Non-hedging
derivatives
|
250.0
|
(9.0 | ) |
-
|
-
|
|||||||||||
Interest
rate swaps
|
||||||||||||||||
Fair
value hedges
|
146.5
|
-
|
146.5
|
(1.8 | ) | |||||||||||
Consolidated
KCP&L
|
||||||||||||||||
Swap
contracts
|
||||||||||||||||
Cash
flow hedges
|
1.9
|
-
|
-
|
-
|
||||||||||||
Forward
contracts
|
||||||||||||||||
Cash
flow hedges
|
1.4
|
(0.1 | ) |
6.1
|
(0.5 | ) | ||||||||||
Non-hedging
derivatives
|
3.4
|
0.6
|
-
|
-
|
||||||||||||
Anticipated
debt issuance
|
||||||||||||||||
Forward
starting swap
|
-
|
-
|
225.0
|
(0.4 | ) | |||||||||||
Interest
rate swaps
|
||||||||||||||||
Fair
value hedges
|
146.5
|
-
|
146.5
|
(1.8 | ) | |||||||||||
|
Great
Plains Energy
|
Consolidated
KCP&L
|
||||||||||||||
September
30
|
December
31
|
September
30
|
December
31
|
|||||||||||||
|
2007
|
2006
|
2007
|
2006
|
||||||||||||
(millions)
|
||||||||||||||||
Current
assets
|
$
|
12.1
|
$
|
12.7
|
$
|
14.4
|
$
|
12.0
|
||||||||
Other
deferred charges
|
3.9
|
1.7
|
-
|
-
|
||||||||||||
Other
current liabilities
|
(50.4 | ) | (56.3 | ) | (0.1 | ) | (1.3 | ) | ||||||||
Deferred
income taxes
|
15.1
|
32.1
|
(5.4 | ) | (4.0 | ) | ||||||||||
Other
deferred credits
|
(2.5 | ) | (35.3 | ) |
-
|
-
|
||||||||||
Total
|
$
|
(21.8 | ) |
$
|
(45.1 | ) |
$
|
8.9
|
$
|
6.7
|
||||||
|
Three
Months Ended
|
Year
to Date
|
||||||||||||||
September
30
|
September
30
|
|||||||||||||||
|
2007
|
2006
|
2007
|
2006
|
||||||||||||
Great
Plains Energy
|
(millions)
|
|||||||||||||||
Purchased
power expense
|
$
|
26.1
|
$
|
13.0
|
$
|
64.4
|
$
|
29.6
|
||||||||
Interest
expense
|
(0.2 | ) | (0.1 | ) | (0.4 | ) | (0.3 | ) | ||||||||
Income
taxes
|
(10.6 | ) | (5.3 | ) | (26.1 | ) | (12.2 | ) | ||||||||
OCI
|
$
|
15.3
|
$
|
7.6
|
$
|
37.9
|
$
|
17.1
|
||||||||
Consolidated
KCP&L
|
||||||||||||||||
Interest
expense
|
$
|
(0.3 | ) |
$
|
(0.1 | ) |
$
|
(0.5 | ) |
$
|
(0.3 | ) | ||||
Income
taxes
|
0.1
|
-
|
0.2
|
0.1
|
||||||||||||
OCI
|
$
|
(0.2 | ) |
$
|
(0.1 | ) |
$
|
(0.3 | ) |
$
|
(0.2 | ) | ||||
18.
|
JOINTLY
OWNED ELECTRIC UTILITY
PLANTS
|
Wolf
Creek
|
LaCygne
|
Iatan
No. 1
|
Iatan
No. 2
|
|||||||||||
Unit
|
Units
|
Unit
|
Unit
|
|||||||||||
(millions,
except MW amounts)
|
||||||||||||||
KCP&L's
share
|
47 %
|
50
%
|
70
%
|
55
%
|
||||||||||
Utility
plant in service
|
$
|
1,379.9
|
$
|
392.6
|
$
|
275.6
|
$
|
-
|
||||||
Accumulated
depreciation
|
741.3
|
260.1
|
198.3
|
-
|
||||||||||
Nuclear
fuel, net
|
64.4
|
-
|
-
|
-
|
||||||||||
Construction
work in progress
|
21.5
|
0.7
|
87.7
|
217.0
|
||||||||||
KCP&L's
2007 accredited capacity-MWs
|
548
|
709
|
460
|
(a)
|
-
|
|||||||||
(a)
The
Iatan No. 2 air permit limits KCP&L's accredited capacity of Iatan No.
1 to 460 MWs from
469
MWs until the
|
||||||||||||||
air quality control equipment included in the Comprehensive Energy Plan is operational. | ||||||||||||||
19.
|
NEW
ACCOUNTING STANDARDS
|
·
|
In
April 2007, Great Plains Energy, KCP&L and Aquila filed joint
applications with the MPSC and KCC for approval of the acquisition
of
Aquila by Great Plains Energy. These filings were updated in
August 2007. The MPSC Staff has filed testimony asserting that
the transaction is detrimental to the public interest and should
not be
approved. Other parties in the MPSC case have asserted that the
transaction should not be approved, or approved with
conditions. Evidentiary
hearings are scheduled for December 2007 in Missouri and January
2008 in
Kansas, with decisions expected in the first quarter of
2008.
|
·
|
In
April 2007, Aquila and Black Hills filed applications with the
Colorado
Public Utilities Commission (CPUC), KCC, the Nebraska Public Service
Commission (NPSC) and the Iowa Utilities Board (IUB) seeking approval
of
the sale of assets to Black Hills. The IUB and NPSC have
approved the sale of assets.
|
·
|
In
May 2007, Great Plains Energy, KCP&L, Aquila and Black Hills filed a
joint application (which was amended in June 2007) with FERC for
approval
of the transactions. On October 18, 2007, FERC granted the
joint application.
|
·
|
In
July 2007, Great Plains Energy and Aquila submitted their respective
Hart-Scott-Rodino pre-merger notifications relating to the acquisition
of
Aquila by Great Plains Energy, and received early termination of
the
waiting period on August 27, 2007.
|
·
|
In
October 2007, Great Plains Energy received approval from its shareholders
to issue common stock in connection with the anticipated acquisition
of
Aquila and Aquila’s shareholders approved the acquisition of Aquila by
Great Plains Energy.
|
·
|
Integration
planning is underway.
|
|
|||||||||||||||||
Three
Months Ended
|
Year
to Date
|
||||||||||||||||
September
30
|
September
30
|
||||||||||||||||
As
Adjusted
|
As
Adjusted
|
||||||||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||||||
(millions)
|
|||||||||||||||||
Operating
revenues
|
$
|
992.0
|
$
|
818.5
|
$
|
2,460.9
|
$
|
2,019.8
|
|||||||||
Fuel
|
(75.6 | ) | (76.3 | ) | (186.2 | ) | (178.1 | ) | |||||||||
Purchased
power
|
(606.8 | ) | (467.4 | ) | (1,467.2 | ) | (1,136.2 | ) | |||||||||
Other
operating expenses
|
(150.4 | ) | (139.4 | ) | (448.7 | ) | (397.1 | ) | |||||||||
Skill
set realignment costs
|
-
|
(1.4 | ) |
-
|
(15.9 | ) | |||||||||||
Depreciation
and amortization
|
(46.2 | ) | (40.4 | ) | (137.1 | ) | (118.6 | ) | |||||||||
Gain
on property
|
-
|
-
|
-
|
0.6
|
|||||||||||||
Operating
income
|
113.0
|
93.6
|
221.7
|
174.5
|
|||||||||||||
Non-operating
income and expenses
|
1.2
|
7.7
|
4.4
|
11.1
|
|||||||||||||
Interest
charges
|
(28.2 | ) | (18.0 | ) | (67.8 | ) | (53.1 | ) | |||||||||
Income
taxes
|
(23.5 | ) | (27.0 | ) | (46.1 | ) | (38.3 | ) | |||||||||
Loss
from equity investments
|
(0.4 | ) | (0.4 | ) | (1.1 | ) | (1.0 | ) | |||||||||
Net
income
|
62.1
|
55.9
|
111.1
|
93.2
|
|||||||||||||
Preferred
dividends
|
(0.3 | ) | (0.5 | ) | (1.2 | ) | (1.3 | ) | |||||||||
Earnings
available for common shareholders
|
$
|
61.8
|
$
|
55.4
|
$
|
109.9
|
$
|
91.9
|
|||||||||
Three
Months Ended
|
Year
to Date
|
|||||||||||||||
September
30
|
September
30
|
|||||||||||||||
As
Adjusted
|
As
Adjusted
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
(millions)
|
||||||||||||||||
Operating
revenues
|
$
|
416.0
|
$
|
359.3
|
$
|
990.8
|
$
|
890.6
|
||||||||
Fuel
|
(75.6 | ) | (76.3 | ) | (186.2 | ) | (178.1 | ) | ||||||||
Purchased
power
|
(41.3 | ) | (5.1 | ) | (80.4 | ) | (18.8 | ) | ||||||||
Other
operating expenses
|
(128.0 | ) | (119.6 | ) | (383.1 | ) | (346.6 | ) | ||||||||
Skill
set realignment costs
|
-
|
(1.4 | ) |
-
|
(15.6 | ) | ||||||||||
Depreciation
and amortization
|
(44.1 | ) | (38.5 | ) | (130.9 | ) | (112.8 | ) | ||||||||
Gain
on property
|
-
|
-
|
-
|
0.6
|
||||||||||||
Operating
income
|
127.0
|
118.4
|
210.2
|
219.3
|
||||||||||||
Non-operating
income and expenses
|
0.2
|
6.5
|
2.6
|
8.8
|
||||||||||||
Interest
charges
|
(17.1 | ) | (15.6 | ) | (52.0 | ) | (45.5 | ) | ||||||||
Income
taxes
|
(33.5 | ) | (39.8 | ) | (45.7 | ) | (63.5 | ) | ||||||||
Net
income
|
$
|
76.6
|
$
|
69.5
|
$
|
115.1
|
$
|
119.1
|
||||||||
Three
Months Ended
|
Year
to Date
|
|||||||||||||||||||||||
September
30
|
%
|
September
30
|
%
|
|||||||||||||||||||||
2007
|
2006
|
Change
|
2007
|
2006
|
Change
|
|||||||||||||||||||
Retail
revenues
|
(millions)
|
(millions)
|
||||||||||||||||||||||
Residential
|
$
|
160.0
|
$
|
140.2
|
14
|
$
|
348.8
|
$
|
310.4
|
12
|
||||||||||||||
Commercial
|
157.8
|
140.2
|
13
|
386.1
|
347.7
|
11
|
||||||||||||||||||
Industrial
|
31.7
|
28.7
|
10
|
83.4
|
77.6
|
7
|
||||||||||||||||||
Other
retail revenues
|
2.4
|
2.3
|
14
|
7.3
|
6.7
|
11
|
||||||||||||||||||
Total
retail
|
351.9
|
311.4
|
13
|
825.6
|
742.4
|
11
|
||||||||||||||||||
Wholesale
revenues
|
59.3
|
43.7
|
36
|
152.0
|
137.4
|
11
|
||||||||||||||||||
Other
revenues
|
4.8
|
4.2
|
11
|
13.2
|
10.8
|
22
|
||||||||||||||||||
Consolidated
KCP&L revenues
|
$
|
416.0
|
$
|
359.3
|
16
|
$
|
990.8
|
$
|
890.6
|
11
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months Ended
|
Year
to Date
|
|||||||||||
September
30
|
%
|
September
30
|
%
|
|||||||||
|
2007
|
|
2006
|
|
Change
|
|
2007
|
|
2006
|
|
Change
|
|
Retail
MWh sales
|
(thousands)
|
|
|
|
(thousands)
|
|
||||||
Residential
|
1,840
|
1,769
|
4
|
|
4,232
|
|
3
|
|||||
Commercial
|
2,242
|
2,117
|
|
6
|
5,905
|
5,654
|
|
4
|
||||
Industrial
|
602
|
579
|
4
|
1,657
|
1,643
|
|
1
|
|||||
Other
retail MWh sales
|
19
|
|
21
|
|
(3)
|
|
67
|
|
63
|
|
6
|
|
Total
retail
|
4,703
|
4,486
|
5
|
11,996
|
11,592
|
|
3
|
|||||
Wholesale
MWh sales
|
1,438
|
|
1,058
|
|
36
|
|
3,686
|
3,240
|
|
14
|
||
KCP&L
electric MWh sales
|
|
6,141
|
|
5,544
|
|
11
|
|
15,682
|
|
14,832
|
|
6
|
|
||||||||||||
Three
Months Ended
|
Year
to Date
|
|||||||||||
September
30
|
%
|
September
30
|
%
|
|||||||||
|
2007
|
|
2006
|
|
Change
|
|
2007
|
|
2006
|
|
Change
|
|
Net
MWhs Generated by Fuel Type
|
(thousands)
|
|
|
(thousands)
|
|
|
||||||
Coal
|
4,232
|
4,067
|
4
|
10,829
|
10,945
|
(1)
|
||||||
Nuclear
|
1,215
|
1,216
|
-
|
3,638
|
3,641
|
-
|
||||||
Natural
gas and oil
|
280
|
346
|
(19)
|
524
|
522
|
-
|
||||||
Wind
|
74
|
24
|
NM
|
|
211
|
24
|
NM
|
|||||
Total
Generation
|
|
5,801
|
|
5,653
|
|
3
|
|
15,202
|
|
15,132
|
|
-
|
|
·
|
increased
pension expense of $4.6 million primarily due to the increased
level of
pension costs in KCP&L’s rates effective January 1,
2007,
|
·
|
increased
transmission expenses of $1.6 million due to increased transmission
usage
charges as a result of the increased wholesale MWh sales and higher
Southwest Power Pool, Inc. (SPP)
fees,
|
·
|
increased
property tax expense of $1.1 million due to increases in assessed
property
valuations and mill levies and
|
·
|
increased
gross receipts tax expense of $1.3 million due to the increase
in
revenues.
|
·
|
increased
pension expenses of $14.3 million due to the increased level of
pension
costs in KCP&L’s rates effective January 1,
2007,
|
·
|
increased
plant operations and maintenance expenses of $8.8 million primarily
due to
planned and unplanned outages and the addition of the Spearville
Wind
Energy Facility in the third quarter of
2006,
|
·
|
increased
labor expense of $2.1 million primarily due to filling open positions
subsequent to the skill set realignment
process,
|
·
|
increased
transmission expenses of $5.1 million primarily due to increased
transmission usage charges as a result of the increased wholesale
MWh
sales and higher SPP fees,
|
·
|
increased
gross receipts tax expense of $3.2 million due to the increase
in revenues
and
|
·
|
increased
equity compensation of $1.7
million.
|
Three
Months Ended
|
Year
to Date
|
|||||||||||||||
September
30
|
September
30
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
(millions)
|
||||||||||||||||
Operating
revenues
|
$
|
576.0
|
$
|
459.2
|
$
|
1,470.1
|
$
|
1,129.2
|
||||||||
Purchased
power
|
(565.5 | ) | (462.3 | ) | (1,386.8 | ) | (1,117.4 | ) | ||||||||
Other
operating expenses
|
(17.1 | ) | (16.6 | ) | (52.1 | ) | (42.5 | ) | ||||||||
Depreciation
and amortization
|
(2.1 | ) | (1.9 | ) | (6.2 | ) | (5.8 | ) | ||||||||
Operating
income (loss)
|
(8.7 | ) | (21.6 | ) |
25.0
|
(36.5 | ) | |||||||||
Non-operating
income and expenses
|
0.8
|
1.1
|
3.0
|
3.0
|
||||||||||||
Interest
charges
|
(0.9 | ) | (0.6 | ) | (2.4 | ) | (1.5 | ) | ||||||||
Income
taxes
|
4.7
|
10.2
|
(9.1 | ) |
17.4
|
|||||||||||
Net
income (loss)
|
$
|
(4.1 | ) |
$
|
(10.9 | ) |
$
|
16.5
|
$
|
(17.6 | ) | |||||
Three
Months Ended
|
Year
to Date
|
|||||||||||||||
September
30
|
September
30
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Average
retail gross margin per MWh
|
$
|
1.75
|
$
|
(0.79 | ) |
$
|
5.42
|
$
|
0.78
|
|||||||
Change
in fair value related to non-hedging energy
|
||||||||||||||||
contracts
and from cash flow hedge ineffectiveness
|
3.30
|
5.60
|
(1.36 | ) |
5.21
|
|||||||||||
Average
retail gross margin per MWh without
|
||||||||||||||||
fair
value impacts
|
$
|
5.05
|
$
|
4.81
|
$
|
4.06
|
$
|
5.99
|
||||||||
·
|
Great
Plains Energy’s and consolidated KCP&L’s restricted cash increased
$147.0 million and $146.5 million, respectively, due to proceeds
from
KCP&L’s $146.5 million EIRR Bonds Series 2007A and 2007B issued in the
third quarter of 2007 being restricted for the repayment of $146.5
million
of Series 1998 A, B and D EIRR bonds on October 1,
2007.
|
·
|
Great
Plains Energy’s and consolidated KCP&L’s receivables increased $136.3
million and $63.2 million, respectively. KCP&L’s
receivables increased $46.3 million due to new retail rates effective
January 1, 2007, seasonal increases from higher summer tariff rates
and
usage and $12.1 million due to additional receivables from joint
owners
related to Comprehensive Energy Plan projects. Strategic
Energy’s receivables increased $78.7 million due to seasonal increases
in
MWh deliveries at higher prices slightly offset by a higher allowance
for
doubtful accounts primarily due to an increase in the aging of
the small
business customer segment.
|
·
|
Great
Plains Energy’s and consolidated KCP&L’s fuel inventories increased
$7.6 million primarily due to increased coal inventory due to plant
outages as well as increased coal and coal transportation
costs.
|
·
|
Great
Plains Energy’s combined refundable income taxes and accrued taxes of a
net current liability of $58.9 million at September 30, 2007, increased
$44.6 million from December 31, 2006 due to an increase at consolidated
KCP&L. Consolidated KCP&L’s refundable income taxes and
accrued taxes of a net current liability of $60.4 million at September
30,
2007, increased $49.5 million from December 31, 2006. This
increase was due to higher property and income tax accruals partially
offset by a $6.0 million reclassification of an income tax receivable
from
other deferred charges.
|
·
|
Great
Plains Energy’s derivative instruments, including current and deferred
liabilities, decreased $56.2 million primarily due to a $70.7 million
decrease in the fair value of Strategic Energy’s energy-related derivative
instruments as a result of increases in the forward market prices
for
power partially offset by an $18.9 million increase related to
the fair
value of FSS entered into in 2007 by Great Plains
Energy.
|
·
|
Great
Plains Energy’s and consolidated KCP&L’s construction work in progress
increased $173.5 million due to $196.8 million related to KCP&L’s
Comprehensive Energy Plan, including $49.4 million for environmental
upgrades and $147.4 million related to the construction of Iatan
No. 2
partially offset by normal construction activity as assets are
completed
and placed into service.
|
·
|
Great
Plains Energy’s other deferred charges and other assets increased $16.1
million primarily due to deferred costs associated with Great Plains
Energy’s anticipated acquisition of
Aquila.
|
·
|
Great
Plains Energy’s notes payable increased $86.0 million due to an increase
in consolidated KCP&L’s notes payable and borrowings on its short-term
credit facility used to settle a forward sale agreement for $12.3
million,
with the remainder due to the timing of cash
payments. Consolidated KCP&L’s notes payable increased
$50.0 million due to a decrease in operating cash flows resulting
from
higher operating expense due to the impact of outages at KCP&L’s base
load generating units during the first half of 2007. KCP&L
elected to make a cash borrowing on its short-term credit facility
as this
was a more economical option than issuing commercial
paper.
|
·
|
Great
Plains Energy’s and consolidated KCP&L’s commercial paper increased
$52.2 million primarily due to a decrease in operating cash flows
resulting from higher operating expense due to the impact of outages
at
KCP&L’s base load generating units during the first half of
2007.
|
·
|
Great
Plains Energy’s and consolidated KCP&L’s current maturities of
long-term debt decreased $389.1 million and $225.5 million, respectively,
due to Great Plains Energy’s settlement of the FELINE PRIDES Senior Notes
by issuing $163.6 million of common stock and KCP&L’s repayment of
$225.0 million 6.00% Senior Notes at
maturity.
|
·
|
Great
Plains Energy’s and consolidated KCP&L’s accrued interest increased
$10.4 million and $6.6 million due to the timing of interest payments
and
an increase in interest accrued related to unrecognized tax
benefits.
|
·
|
Great
Plains Energy’s and consolidated KCP&L’s accrued compensation and
benefits decreased $10.2 million and $2.7 million, respectively,
primarily
due to the 2007 payments of employee incentive compensation accrued
at
December 31, 2006, and lower incentive compensation expense during
2007.
|
·
|
Great
Plains Energy’s and consolidated KCP&L’s other – deferred credits and
other liabilities increased $23.7 million and $20.6 million, respectively,
primarily due to a $19.5 million impact of the adoption of FIN
48, which
was mostly a reclassification from deferred income
taxes.
|
·
|
Consolidated
KCP&L’s common stock increased $94.0 million due to an equity
contribution from Great Plains
Energy.
|
·
|
Great
Plains Energy’s accumulated other comprehensive loss decreased $23.3
million primarily due to changes in the fair value of Strategic
Energy’s
energy-related derivative
instruments.
|
·
|
Great
Plains Energy’s long-term debt increased $495.7 million due to Great
Plains Energy’s issuance of $100.0 million of 6.875% Senior Notes and an
increase at consolidated KCP&L. Consolidated KCP&L’s
long-term debt increased $396.2 million reflecting the issuance
of $250.0
million of 5.85% Senior Notes and the issuance of $146.5 million
of EIRR
Bonds Series 2007A and 2007B. The proceeds from the issuance of
$146.5 million EIRR Bonds Series 2007A and 2007B were used for
the
repayment of $146.5 million of Series 1998 A, B and D EIRR bonds
on
October 1, 2007.
|
Number
Of
|
Net
Exposure Of
|
|||||||||||||||||||
Counterparties
|
Counterparties
|
|||||||||||||||||||
Exposure
|
Greater
Than
|
Greater
Than
|
||||||||||||||||||
Before
Credit
|
Credit
|
Net
|
10%
Of Net
|
10%
of Net
|
||||||||||||||||
Rating
|
Collateral
|
Collateral
|
Exposure
|
Exposure
|
Exposure
|
|||||||||||||||
External
rating
|
(millions)
|
(millions)
|
||||||||||||||||||
Investment
Grade
|
$
|
1.8
|
$
|
-
|
$
|
1.8
|
2
|
$
|
1.8
|
|||||||||||
Non-Investment
Grade
|
7.2
|
6.2
|
1.0
|
1
|
1.0
|
|||||||||||||||
Internal
rating
|
||||||||||||||||||||
Non-Investment
Grade
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Total
|
$
|
9.0
|
$
|
6.2
|
$
|
2.8
|
3
|
$
|
2.8
|
|||||||||||
·
|
The
409A SERP limits payment of benefits to the events permitted
under Section
409A;
|
·
|
The
409A SERP delays by six months any payments due upon the separation
from
service of “specified employees”, as defined in Section 409A (which
includes the four officers named
above);
|
·
|
Participants
in the 409A SERP have an opportunity until December 31, 2008,
to change
their election as to when and in what form benefits under the
409A SERP
will be paid (however, no election change made during 2007 can
result in
amounts being paid in 2007 or defer amounts that otherwise would
have been
paid in 2007 and no election change made during 2008 can result
in amounts
being paid in 2008 or defer amounts that otherwise would have
been paid in
2008); and
|
·
|
The
Pension Plan benefit accrual rates have been reduced for employees
hired
on and after September 1, 2007, among other changes. Those who
were employees prior to that date had the option to either continue
under
the terms of the Pension Plan prior to that date, or to elect
to be
covered under the new terms of the Pension Plan. The 409A SERP
benefit accrual rate is reduced from 2% to 1.58%, effective January
1,
2008, for those participants with reduced Pension Plan benefit
accrual
rates. Of the officers named in the first paragraph of this
section, Messrs. Bassham and Marshall have elected to be covered
under the
new terms of the Pension Plan.
|
·
|
The
409A DCP limits payment of contributions and earnings to the
events
permitted under Section 409A;
|
·
|
The
409A DCP delays by six months any payments due upon the separation
from
service of “specified employees”, as defined in Section 409A (which
includes the five officers named
above);
|
·
|
The
409A DCP limits the form of payments to a lump-sum payment, or
annual
installments over 5, 10 or 15
years;
|
·
|
Participants
in the 409A DCP have an opportunity until December 31, 2008,
to change
their election as to when and in what form their contributions
and
earnings under the 409A DCP will be paid (however, no election
change made
during 2007 can result in amounts being paid in 2007 or defer
amounts that
otherwise would have been paid in 2007 and no election change
made during
2008 can result in amounts being paid in 2008 or defer amounts
that
otherwise would have been paid in
2008);
|
·
|
Participants
do not have to contribute to the 401(k) Plan to be eligible to
contribute
under the 409A DCP; however, participants who do not contribute
the
maximum amount to the 401(k) Plan (excluding “catch up” contributions) are
not eligible to receive the matching contributions described
below;
|
·
|
The
409A DCP permits Great Plains Energy to make additional discretionary
contributions to participants if the Board of Directors determines
such
contributions are appropriate; and
|
·
|
In
connection with the Pension Plan changes discussed above, the
401(k) Plan
benefits have been enhanced for employees hired on and after
September 1,
2007, among other changes. Those who were employees prior to
that date had the option to either continue under the terms of
the 401(k)
Plan and Pension Plan prior to that date, or to elect to be covered
under
the new terms of the 401(k) Plan and Pension Plan. For those
participants who are covered under the new terms of the 401(k)
Plan, (i)
Great Plains Energy’s matching contribution under the 409A DCP will be
100% on each dollar contributed up to 6% of compensation (including
base
salary, bonus and incentive pay), offset by the matching contribution
for
401(k) Plan contributions, and (ii) such matching contributions
and
earnings thereon will be fully and immediately vested. For
other participants, matching contributions and earnings thereon
will
continue to remain subject to a 6-year graded vesting schedule.
Of the
officers named in the first paragraph of this section, Messrs.
Bassham and
Marshall have elected to be covered under the new terms of the
401(k)
Plan.
|
Exhibit
Number
|
Description
of Document
|
|
4.1
|
*
|
Second
Supplemental Indenture dated as of September 25, 2007, between
Great
Plains Energy Incorporated and The Bank of New York Trust Company,
N.A.,
as trustee (Exhibit 4.1 to Form 8-K dated September 25,
2007).
|
10.1.1
|
$50,000,000
Revolving Credit Facility Credit Agreement by and among Strategic
Energy,
L.L.C., the lenders party thereto and PNC Bank, National Association,
as
Administrative Agent, dated as of October 3, 2007.
|
|
10.1.2
|
Receivables
Purchase Agreement dated as of October 3, 2007, by and among Strategic
Receivables, LLC, as Seller, Strategic Energy, L.L.C., as initial
Servicer, the Conduit Purchasers party thereto, the Purchaser Agents
party
thereto, the Financial Institutions from time to time party thereto
as LC
Participants, and PNC Bank, National Association, as Administrator
and as
LC Bank.
|
|
10.1.3
|
Purchase
and Sale Agreement dated as of October 3, 2007, by and among the
various
entities from time to time party thereto as Originators, Strategic
Energy,
L.L.C., as Servicer, and Strategic Receivables, LLC, as
Buyer.
|
|
10.1.4
|
Letter
Agreement dated as of August 31, 2007, to Asset Purchase Agreement
and
Partnership Interests Purchase Agreement by and among Aquila, Inc.,
Black
Hills Corporation, Great Plains Energy Incorporated and Gregory
Acquisition Corp.
|
|
10.1.5
|
Letter
Agreement dated as of September 28, 2007, to Asset Purchase Agreement
and
Partnership Interests Purchase Agreement by and among Aquila, Inc.,
Black
Hills Corporation, Great Plains Energy Incorporated and Gregory
Acquisition Corp.
|
|
10.1.6
|
Letter
Agreement dated as of October 3, 2007, to Agreement and Plan of
Merger,
Asset Purchase Agreement and Partnership Interests Purchase Agreement
by
and among Aquila, Inc., Black Hills Corporation, Great Plains Energy
Incorporated and Gregory Acquisition Corp.
|
10.1.7
|
Joint
Stipulation and Agreement dated as of September 12, 2007, among
Kansas
City Power & Light Company, the Staff of the Kansas Corporation
Commission and the Citizens’ Utility Ratepayer Board (filed as Exhibit
10.2.1 hereto).
|
|
10.1.8
|
Insurance
Agreement dated as of September 19, 2007, by and between Financial
Guaranty Insurance Company and Kansas City Power & Light Company
(filed as Exhibit 10.2.2 hereto).
|
|
10.1.9
|
+
|
Form
of Amendment to 2003 Stock Option Grants
|
10.1.10 |
+
|
Great Plains Energy Incorporated Supplemental Executive Retirement Plan (As Amended and Restated for I.R.C. §409A) |
10.1.11 |
+
|
Great Plains Energy Incorporated Nonqualified Deferred Compensation Plan (As Amended and Restated for I.R.C. §409A) |
10.1.12
|
*
|
Notice
of Election to Transfer Unused Commitment between the Great Plains
Energy
Incorporated and Kansas City Power & Light Company Credit Agreements
dated as of May 11, 2006, with Bank of America, N.A., as Administrative
Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, BNP Paribas,
The
Bank of Tokyo-Mitsubishi UFJ, Limited, Chicago Branch and Wachovia
Bank
N.A., as Co-Documentation Agents, The Bank of New York, KeyBank
National
Association, The Bank of Nova Scotia, UMB Bank, N.A., and Commerce
Bank,
N.A. (Exhibit 10.1.2 to Quarterly Report on Form 10-Q for the period
ended
June 30, 2007).
|
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.
|
Exhibit
Number
|
Description
of Document
|
|
10.2.1
|
Joint
Stipulation and Agreement dated as of September 12, 2007, among
Kansas
City Power & Light Company, the Staff of the Kansas Corporation
Commission and the Citizens’ Utility Ratepayer Board.
|
|
10.2.2
|
Insurance
Agreement dated as of September 19, 2007, by and between Financial
Guaranty Insurance Company and Kansas City Power & Light Company
(Exhibit 10.2.2 hereto).
|
|
10.2.3
|
*
|
Notice
of Election to Transfer Unused Commitment between the Great Plains
Energy
Incorporated and Kansas City Power & Light Company Credit Agreements
dated as of May 11, 2006, with Bank of America, N.A., as Administrative
Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, BNP Paribas,
The
Bank of Tokyo-Mitsubishi UFJ, Limited, Chicago Branch and Wachovia
Bank
N.A., as Co-Documentation Agents, The Bank of New York, KeyBank
National
Association, The Bank of Nova Scotia, UMB Bank, N.A., and Commerce
Bank,
N.A. (Exhibit 10.1.2 to Quarterly Report on Form 10-Q for the period
ended
June 30, 2007).
|
12.2
|
Computation
of Ratio of Earnings to Fixed Charges.
|
|
31.2.a
|
Rule
13a-14(a)/15d-14(a) Certifications of William H. Downey.
|
|
31.2.b
|
Rule
13a-14(a)/15d-14(a) Certifications of Terry Bassham.
|
|
32.2
|
Section
1350 Certifications.
|
GREAT
PLAINS ENERGY INCORPORATED
|
|
Dated: November
5, 2007
|
By:
/s/Michael
J. Chesser
|
(Michael
J. Chesser)
|
|
(Chief
Executive Officer)
|
|
Dated: November
5, 2007
|
By:
/s/Lori
A. Wright
|
(Lori
A. Wright)
|
|
(Principal
Accounting Officer)
|
KANSAS
CITY POWER & LIGHT COMPANY
|
|
Dated: November
5, 2007
|
By:
/s/William
H. Downey
|
(William
H. Downey)
|
|
(Chief
Executive Officer)
|
|
Dated: November
5, 2007
|
By:
/s/Lori
A. Wright
|
(Lori
A. Wright)
|
|
(Principal
Accounting Officer)
|
SCHEDULE
1.1(A)
|
-
|
PRICING
GRID
|
SCHEDULE
1.1(B)
|
-
|
COMMITMENTS
OF LENDERS AND ADDRESSES FOR NOTICES
|
SCHEDULE
1.1(P)(1)
|
-
|
EXISTING
PERMITTED INVESTMENTS
|
SCHEDULE
1.1(P)(2)
|
-
|
PERMITTED
LIENS
|
SCHEDULE
6.1.1
|
-
|
QUALIFICATIONS
TO DO BUSINESS
|
SCHEDULE
6.1.2
|
-
|
SUBSIDIARIES
|
SCHEDULE
6.15
|
-
|
LITIGATION
|
SCHEDULE
6.1.14
|
-
|
ENVIRONMENTAL
DISCLOSURES
|
SCHEDULE
7.1.1
|
-
|
OPINION
OF COUNSEL
|
SCHEDULE
8.1.3
|
-
|
INSURANCE
REQUIREMENTS RELATING TO COLLATERAL
|
SCHEDULE
8.2.1
|
-
|
PERMITTED
INDEBTEDNESS
|
EXHIBITS
|
|
EXHIBIT
1.1(A)
|
-
|
ASSIGNMENT
AND ASSUMPTION AGREEMENT
|
EXHIBIT
1.1(G)(1)
|
-
|
GUARANTOR
JOINDER
|
EXHIBIT
1.1(G)(2)
|
-
|
GUARANTY
AGREEMENT
|
EXHIBIT
1.1(G)(3)
|
-
|
GREAT
PLAINS GUARANTY AGREEMENT
|
EXHIBIT
1.1(I)
|
-
|
INTERCOMPANY
SUBORDINATION AGREEMENT
|
EXHIBIT
1.1(N)
|
-
|
REVOLVING
CREDIT NOTE
|
EXHIBIT
1.1(P)(1)
|
-
|
PATENT,
TRADEMARK AND COPYRIGHT SECURITY AGREEMENT
|
EXHIBIT
1.1(P)(2)
|
-
|
PLEDGE
AGREEMENT
|
EXHIBIT
1.1(S)(1)
|
-
|
SECURITY
AGREEMENT
|
EXHIBIT
1.1(S)(2)
|
-
|
SUBORDINATION
AGREEMENT
|
EXHIBIT
2.5
|
-
|
LOAN
REQUEST
|
EXHIBIT
8.3.1
|
-
|
BORROWING
BASE CERTIFICATE
|
EXHIBIT
8.3.4
|
-
|
QUARTERLY
COMPLIANCE CERTIFICATE
|
|
LIBOR
=
|
Bloomberg
Page BBAM1
|
|
1.00
- LIBOR Reserve Percentage
|
WITNESS/ATTEST:
____________________________
|
STRATEGIC
ENERGY, L.L.C.
___________________________________
|
By:
Name:
Brian M. Begg
Title:
Vice President, Corporate Development and
Finance
|
PNC
BANK NATIONAL ASSOCIATION
individually
and as Administrative Agent
____________________________________
|
|
By:
Name:
Thomas A. Majeski
Title:
Vice President and Director
|
FIFTH
THIRD BANK
____________________________________
|
|
By:
Name:
Jim Janovksy
Title:
Vice President
|
THE
HUNTINGTON NATIONAL BANK
____________________________________
|
|
By:
Name:
W. Christopher Kohler
Title:
Vice President
|
Level
|
Unused
Availability
|
Commitment
Fee
|
Letter
of Credit Fee
|
Base
Rate Spread
|
LIBOR
Rate Spread
|
I
|
Greater
than $50,000,000
|
37.5
|
175
|
25
|
175
|
II
|
Less
than or equal to $50,000,000 but greater than
$25,000,000
|
37.5
|
200
|
50
|
200
|
III
|
Less
than or equal to $25,000,000
|
50
|
225
|
75
|
225
|
ARTICLE
I.
|
AMOUNTS
AND TERMS OF THE PURCHASES
|
1
|
Section
1.1
|
Purchase
Facility
|
1
|
Section
1.2
|
Making
Purchases
|
3
|
Section
1.3
|
Purchased
Interest Computation
|
4
|
Section
1.4
|
Settlement
Procedures
|
5
|
Section
1.5
|
Fees
|
9
|
Section
1.6
|
Payments
and Computations, Etc.
|
9
|
Section
1.7
|
Increased
Costs and Yield Protection
|
10
|
Section
1.8
|
Requirements
of Law; Funding Losses
|
11
|
Section
1.9
|
Inability
to Determine Euro-Rate
|
12
|
Section
1.10
|
[Reserved]
|
13
|
Section
1.11
|
Letters
of Credit
|
13
|
Section
1.12
|
Issuance
of Letters of Credit
|
13
|
Section
1.13
|
Requirements
For Issuance of Letters of Credit
|
14
|
Section
1.14
|
Disbursements,
Reimbursement
|
14
|
Section
1.15
|
Repayment
of Participation Advances
|
15
|
Section
1.16
|
Documentation
|
15
|
Section
1.17
|
Determination
to Honor Drawing Request
|
16
|
Section
1.18
|
Nature
of Participation and Reimbursement Obligations
|
16
|
Section
1.19
|
Indemnity
|
17
|
Section
1.20
|
Liability
for Acts and Omissions
|
18
|
ARTICLE
II.
|
REPRESENTATIONS
AND WARRANTIES; COVENANTS; TERMINATION EVENTS
|
19
|
Section
2.1
|
Representations
and Warranties; Covenants
|
19
|
Section
2.2
|
Termination
Events
|
19
|
Section
2.3
|
Tax
Treatment
|
20
|
ARTICLE
III.
|
INDEMNIFICATION
|
20
|
Section
3.1
|
Indemnities
by the Seller
|
20
|
Section
3.2
|
Indemnities
by the Servicer
|
22
|
ARTICLE
IV.
|
ADMINISTRATION
AND COLLECTIONS
|
22
|
Section
4.1
|
Appointment
and Authorization of the Servicer
|
22
|
||
Section
4.2
|
Duties
of the Servicer
|
23
|
Section
4.3
|
Lock-Box
Arrangements
|
24
|
Section
4.4
|
Enforcement
Rights
|
25
|
Section
4.5
|
Responsibilities
of the Seller
|
25
|
Section
4.6
|
Servicing
Fee
|
26
|
ARTICLE
V.
|
ADMINISTRATOR
|
26
|
Section
5.1
|
Appointment,
Authorization and Action of the Administrator
|
26
|
Section
5.2
|
Nature
of Administrator’s Duties
|
27
|
Section
5.3
|
Exculpatory
Provisions
|
28
|
Section
5.4
|
Reliance
by Administrator
|
28
|
Section
5.5
|
Notice
of Termination Events
|
29
|
Section
5.6
|
Non-Reliance
on Administrator
|
29
|
Section
5.7
|
Administrator,
Purchasers, Purchaser Agents and Affiliates
|
30
|
Section
5.8
|
Indemnification
|
30
|
Section
5.9
|
Successor
Administrator
|
31
|
ARTICLE
VI.
|
MISCELLANEOUS
|
31
|
Section
6.1
|
Amendments,
Etc
|
31
|
Section
6.2
|
Notices,
Etc
|
31
|
Section
6.3
|
Successors
and Assigns; Assignability; Participations
|
32
|
Section
6.4
|
Costs,
Expenses and Taxes
|
34
|
Section
6.5
|
No
Proceedings; Limitation on Payments
|
34
|
Section
6.6
|
Confidentiality
|
35
|
Section
6.7
|
GOVERNING
LAW AND JURISDICTION
|
36
|
Section
6.8
|
Execution
in Counterparts
|
36
|
Section
6.9
|
Survival
of Termination; Non-Waiver
|
36
|
Section
6.10
|
WAIVER
OF JURY TRIAL
|
36
|
Section
6.11
|
Entire
Agreement
|
37
|
Section
6.12
|
Headings
|
37
|
Section
6.13
|
Purchasers’
and Purchaser Agents’ Liabilities
|
37
|
Section
6.14
|
Sharing
of Recoveries
|
37
|
Section
6.15
|
Intercreditor
Agreement
|
37
|
Section
6.16
|
Payments
to Non-Lock-Box Accounts
|
38
|
EXHIBIT
I
|
DEFINITIONS
|
EXHIBIT
II
|
CONDITIONS
OF TRANSFERS
|
EXHIBIT
III
|
REPRESENTATIONS
AND WARRANTIES
|
EXHIBIT
IV
|
COVENANTS
|
EXHIBIT
V
|
TERMINATION
EVENTS
|
SCHEDULE
I
|
CREDIT
AND COLLECTION POLICY
|
SCHEDULE
II
|
LOCK-BOX
BANKS AND LOCK-BOX ACCOUNTS
|
SCHEDULE
III
|
TRADE
NAMES
|
SCHEDULE
IV
|
OFFICE
LOCATIONS
|
SCHEDULE
V
|
EXISTING
LETTERS OF CREDIT
|
SCHEDULE
VI
|
EXCLUDED
RECEIVABLE OBLIGORS
|
SCHEDULE
VII
|
NON-LOCK-BOX
ACCOUNTS
|
ANNEX
A
|
FORM
OF INFORMATION PACKAGE
|
ANNEX
B
|
FORM
OF PURCHASE NOTICE
|
ANNEX
C
|
FORM
OF PAYDOWN NOTICE
|
ANNEX
D
|
FORM
OF COMPLIANCE CERTIFICATE
|
ANNEX
E
|
FORM
OF LETTER OF CREDIT APPLICATION
|
ADMINISTRATOR
AND PURCHASER AGENT FOR MARKET STREET:
|
PNC
BANK, NATIONAL ASSOCIATION
By:
/s/ William P. Falcon
Name:
William P.
Falcon
Title: Vice
President
|
|
Address:
|
PNC
Bank, National Association
One
PNC Plaza, 26th floor
249
Fifth Avenue
Pittsburgh,
PA 15222
|
|
Attention:
|
Bill
Falcon
|
|
Telephone:
|
412-762-5442
|
|
Facsimile:
|
412-762-9184
|
Address:
|
One
PNC Plaza, 26th floor
|
|
249
Fifth Avenue
|
||
Pittsburgh,
PA 15222
|
||
Attention:
|
Thomas
Majeski
|
|
Telephone:
|
412-762-2431
|
|
Facsimile:
|
412-762-4718
|
|
Commitment:
|
$112,500,000
|
|
Pro-Rata
Share:
|
64.29%
|
Address:
|
38
Fountain Square Plaza,
|
|
MD
109047
|
||
Cincinnati,
Ohio 45263
|
||
Attention:
|
Tausha
Bush
|
|
Telephone:
|
(513)
534-6235
|
|
Facsimile:
|
(513)
534-0875
|
|
Commitment:
|
$62,500,000
|
|
Pro-Rata
Share:
|
35.71%
|
|
AR =
|
the
Alternate Rate for the Portion of Capital for such Settlement Period
with
respect to such Purchaser,
|
|
C =
|
the
Portion of Capital during such Settlement Period with respect to
such
Purchaser,
|
|
CPR
=
|
the
CP Rate for the Portion of Capital for such Settlement Period with
respect
to such Purchaser,
|
|
ED =
|
the
actual number of days during such Settlement
Period,
|
|
Year
=
|
if
such Portion of Capital is funded based upon: (i) the
Euro-Rate, 360 days, and (ii) the Base Rate, 365 or 366 days, as
applicable, and
|
|
TF =
|
the
Termination Fee, if any, for the Portion of Capital for such Settlement
Period with respect to such
Purchaser;
|
Euro-Rate
=
|
Average
of London interbank offered rates
quoted
|
|
by
BBA as shown on Dow Jones Markets
Service
|
display page 3750 or appropriate successor
|
|
1.00
- Euro-Rate Reserve Percentage
|
|
(BR+SFR)
x l.5 x DSO
|
|
360
|
BR =
|
the
Base Rate computed for the most recent Settlement
Period,
|
DSO =
|
Days’
Sales Outstanding, and
|
SFR =
|
the
Servicing Fee Rate
|
Lock-Box
Bank
|
Lock-Boxes
|
Accounts
|
|
PNC
Bank, National Association
|
676863
643249
|
1019809357
|
|
676863
643249
|
1019809349
|
Strategic
Energy, L.L.C.
|
SEL
|
Strategic
Energy
|
|
Strategic
Energy LTD
|
|
Expert
Energy
|
Non-Lock-Box
Bank
|
Remittance
Addresses
|
Accounts
|
JPMorgan
Chase Bank, N.A.
|
PO
Box 910152
Dallas,
TX 75391-0152
|
77-717-5304
|
PO
Box 911945
Dallas,
TX 75391-1945
|
77-717-6076
|
|
PO
Box 88066
Chicago,
IL 60695-8066
|
53-095-7515
|
|
PO
Box 915039
Dallas,
TX 75391-5039
|
32-340-8885
|
|
PO
Box 915028
Dallas,
TX 75391-5028
|
32-341-2297
|
|
PO
Box 88166
Chicago,
IL 60695-8166
|
32-341-2327
|
|
PO
Box 915017
Dallas,
TX 75391-5017
|
32-341-2319
|
|
PO
Box 27511
New
York, NY 10087-7511
|
30-415-8941
|
|
PO
Box 88996
Chicago,
IL 60695-8996
|
30-415-8968
|
|
PO
Box 27643
New
York, NY 10087-7643
|
30-418-0467
|
|
LaSalle
Bank N.A.
|
135
S. LaSalle St.
Schedule
VII-1
Department
6413
Chicago,
IL 60674-6413
|
580-033-6066
|
135
S. LaSalle St.
Department
2308
Chicago,
IL 60674-2038
|
580-033-6090
|
|
(attached)
|
STRATEGIC
RECEIVABLES, LLC
|
|
By:_________________________________
|
|
Name:______________________________
|
|
Title:_______________________________
|
STRATEGIC
RECEIVABLES, LLC
|
|
By:_________________________________
|
|
Name:______________________________
|
|
Title:_______________________________
|
STRATEGIC
RECEIVABLES, LLC
|
|
By:_________________________________
|
|
Name:______________________________
|
|
Title:_______________________________
|
1.1
|
Agreement
To Purchase and Sell.
|
2
|
1.2
|
Timing
of Purchases
|
3
|
1.3
|
Consideration
for Purchases
|
3
|
1.4
|
Purchase
and Sale Termination Date
|
3
|
1.5
|
Intention
of the Parties
|
3
|
2.1
|
Calculation
of Purchase Price
|
4
|
3.1
|
Contribution
of Receivables and Initial Purchase Price Payment
|
5
|
3.2
|
Subsequent
Purchase Price Payments.
|
5
|
3.3
|
Settlement
as to Specific Receivables and Dilution
|
6
|
3.4
|
Reconveyance
of Receivables
|
7
|
3.5
|
Letters
of Credit
|
7
|
4.1
|
Conditions
Precedent to Initial Purchase
|
9
|
4.2
|
Certification
as to Representations and Warranties
|
10
|
5.1
|
Organization
and Good Standing
|
11
|
||
5.2
|
Due
Qualification
|
11
|
||
5.3
|
Power
and Authority; Due Authorization
|
11
|
||
5.4
|
Valid
Sale; Binding Obligations
|
11
|
||
5.5
|
No
Violation
|
12
|
||
5.6
|
Proceedings
|
12
|
||
5.7
|
Bulk
Sales Acts
|
12
|
||
5.8
|
Government
Approvals.
|
12
|
||
5.9
|
Financial
Condition
|
12
|
||
5.10
|
Licenses
and Labor Controversies
|
13
|
||
5.11
|
Margin
Regulations
|
13
|
||
5.12
|
Quality
of Title
|
13
|
||
5.13
|
Accuracy
of Information
|
13
|
||
5.14
|
Offices
|
14
|
||
5.15
|
Trade
Names
|
14
|
||
5.16
|
Taxes
|
14
|
||
5.17
|
Compliance
With Applicable Laws
|
14
|
||
5.18
|
Reliance
on Separate Legal Identity
|
15
|
||
5.19
|
Investment
Company
|
15
|
||
5.20
|
Security
Interest
|
15
|
||
5.21
|
Consideration
|
15
|
||
5.22
|
Valid
Contracts
|
16
|
||
5.23
|
Ordinary
Course of Business
|
16
|
6.1
|
Affirmative
Covenants
|
16
|
6.2
|
Reporting
Requirements
|
18
|
6.3
|
Negative
Covenants
|
19
|
6.4
|
Substantive
Consolidation
|
20
|
7.1
|
Rights
of the Buyer.
|
22
|
7.2
|
Responsibilities
of the Originators
|
22
|
7.3
|
Further
Action Evidencing Purchases
|
23
|
7.4
|
Application
of Collections.
|
23
|
8.1
|
Purchase
and Sale Termination Events
|
24
|
8.2
|
Remedies
|
24
|
9.1
|
Indemnities
by the Originators
|
25
|
10.1
|
Amendments,
Etc
|
26
|
10.2
|
Notices,
Etc
|
27
|
10.3
|
No
Waiver, Cumulative Remedies
|
27
|
10.4
|
Binding
Effect; Assignability
|
27
|
10.5
|
Governing
Law
|
28
|
10.6
|
Costs,
Expenses and Taxes
|
28
|
10.7
|
Submission
to Jurisdiction
|
28
|
10.8
|
Waiver
of Jury Trial
|
29
|
10.9
|
Captions
and Cross-References; Incorporation by Reference
|
29
|
10.10
|
Execution
in Counterparts
|
29
|
10.11
|
Acknowledgment
and Agreement.
|
29
|
10.12
|
No
Proceeding
|
30
|
10.13
|
Limited
Recourse
|
30
|
11.1
|
Addition
of New Originators
|
30
|
|
PP
|
=
|
Purchase
Price for each Receivable as calculated on the relevant Payment
Date.
|
|
OB
|
=
|
The
Outstanding Balance of such Receivable on the relevant Payment
Date.
|
FMVD
|
=
|
Fair
Market Value Discount, as measured on such Payment Date, which is
equal to
the quotient (expressed as percentage) of (a) one
divided
by
(b) the sum of (i) one, plus (ii) the product of
(A) the Prime Rate on such Payment Date plus .25% and (B) a
fraction, the numerator of which is the
Days’ Sales Outstanding
(calculated as of the last day of the Settlement Period next preceding
such Payment Date) and the denominator of which is
365.
|
|
“
Payment
Date
” means (i) the Closing Date and (ii) each Business Day
thereafter that the Originators are open for
business.
|
By:
|
/s/
Andrew J. Washburn
|
|
Name:
|
Andrew
J. Washburn
|
|
Title:
|
President
|
|
Address:
|
Two
Gateway Center
|
|
Pittsburgh,
PA 15222-1458
|
||
Attention:
|
Andrew
J. Washburn
|
|
Telephone:
|
(412)
258-2188
|
|
Facsimile:
|
(412)
258-2199
|
ORIGINATOR:
|
__________________________________________ | ||
PURCHASER:
|
STRATEGIC
RECEIVABLES, LLC
|
||
DATE:
|
__________________________________________ | ||
I.
|
OUTSTANDING
BALANCE OF RECEIVABLES PURCHASED: ______________________
|
||
II.
|
FAIR
MARKET VALUE DISCOUNT:
|
||
1/(1
+ ((Prime Rate + .25%) X Days’ Sales Outstanding/365))
|
|||
Prime
Rate = _________________________________
|
|||
Days’
Sales Outstanding = ______________________
|
|||
III.
|
PURCHASE
PRICE (I X II) = $____________________
|
[NEW
ORIGINATOR]
|
:
|
|
By:
____________________________________
|
||
Name:
|
||
Title:
|
Steven
Helmers, Esq.
|
Mark
English, Esq.
|
Black
Hills Corporation
|
Great
Plains Energy Incorporated
|
625
Ninth Street
|
1201
Walnut
|
Rapid
City, SD 57709
|
Kansas
City, MO 64106
|
Re:
|
Partnership
Interests Purchase Agreement and Asset Purchase Agreement (collectively,
the "Agreements") by and among Aquila, Inc. ("Aquila"), Black Hills
Corporation ("Black Hills"), Great Plains Energy Incorporated ("Great
Plains") and Gregory Acquisition Corp.
("Gregory")
|
By: /s/
Christopher M. Reitz
|
|
Name: Christopher
M. Reitz
|
|
Title: General
Counse
|
|
Title:
Executive Vice President – Finance and Strategic Development and
CFO
|
Steven
Helmers, Esq.
|
September
28, 2007
Mark
English, Esq.
|
Black
Hills Corporation
|
Great
Plains Energy Incorporated
|
625
Ninth Street
|
1201
Walnut
|
Rapid
City, SD 57709
|
Kansas
City, MO 64106
|
Re:
|
Partnership
Interests Purchase Agreement and Asset Purchase Agreement (collectively,
the "Agreements") by and among Aquila, Inc. ("Aquila"), Black Hills
Corporation ("Black Hills"), Great Plains Energy Incorporated ("Great
Plains") and Gregory Acquisition Corp.
("Gregory")
|
By: /s/
Christopher M. Reitz
|
|
Name: Christopher
M. Reitz
|
|
Title: General
Counse
|
By:
|
/s/
Steven J. Helmers
|
Name:
|
Steven
J. Helmers
|
Title:
|
General
Counsel
|
By:
|
/s/
Mark G. English
|
Name:
|
Mark
G. English
|
Title:
|
General
Counsel and Assistant Secretary
|
By:
|
/s/
Mark G. English
|
Name:
|
Mark
G. English
|
Title:
|
Secretary
and Treasurer
|
1)
|
With
respect to the office building located at 1815 Capital Avenue, Omaha,
Nebraska, upon closing of the transactions contemplated by the Asset
Purchase Agreement, Aquila shall assign to Black Hills, and Black
Hills
shall assume, the Office Lease dated June 15, 1987, as amended, between
Aquila and MZ Nebraska Partners, and any subleases relating to such
leased
office space, as a part of the Purchased Assets and Assumed Obligations
(as those terms are defined in the Asset Purchase
Agreement). Aquila shall retain all of its equity interests in
its subsidiary, UtilCo Group Inc., a general partner in MZ Nebraska
Partners.
|
2)
|
With
respect to an approximately fourteen mile long, 12” pipeline known as the
“Linc Line” or “PNG pipeline,” which is an intrastate natural gas pipeline
connecting from an interstate natural gas pipeline to the Lincoln,
Nebraska gas distribution system, at the closing of the transactions
contemplated by the Asset Purchase Agreement, Aquila shall cause
its
subsidiary that owns such pipeline to wind-up and dissolve, and Aquila
shall assign to Black Hills all of its right, title and interest
in and to
the PNG pipeline and all related easements, rights-of-way, franchises
and
equipment as a part of the Purchased Assets and Assumed Obligations
(as
those terms are defined in the Asset Purchase
Agreement).
|
3)
|
With
respect to Natural/Peoples Limited Liability Company, a Wyoming limited
liability company owning a compressed natural gas fueling station
in
Castle Rock, Colorado in which Aquila has a 50% interest, at the
closing
of the transactions contemplated by the Partnership Interests Purchase
Agreement, Aquila shall cause such interest to be assigned as part
of the
Purchased Assets and Assumed Obligations (as those terms are defined
in
the Partnership Interests Purchase
Agreement).
|
4)
|
With
respect to approximately $2.8 million in insurance proceeds available
to
Aquila from AEGIS for the reimbursement of future costs of remediation
of
environmental impacts relating to certain manufactured gas plants
currently or formerly owned by Aquila (or its predecessors in interest),
including manufactured gas plant sites to be acquired by Black Hills
and
Great Plains, each of Black Hills and Great Plains hereby acknowledges
receipt of a SEC 96-1 Estimated Costs of MGP Liability as of 12/31/06
of
Aquila (“
MGP Spreadsheet
”). Based on the probable costs
identified for each site listed in such MGP Spreadsheet, Aquila and
Great
Plains agree to maintain and make available $980,000 of such amount
for
reimbursement of remediation costs, if any, incurred by Black Hills
after
the date of closing of the Asset Purchase Agreement associated with
the
manufactured gas plants identified in the MGP Spreadsheet and located
in
Kansas or Iowa. This amount would be reduced by any spending on
the sites in these two states that is submitted to and paid by AEGIS
prior
to closing. Any contributions from other potentially
responsible parties received prior to the date of closing of the
Asset
Purchase Agreement for remediation costs for the manufactured gas
plants
identified in the MGP Spreadsheet shall be allocated to, and paid
to,
Black Hills, if located in Nebraska, Kansas or Iowa, and allocated
to, and
retained by, Aquila, if located in Missouri, upon the date of closing
of
the Asset Purchase Agreement. Any contributions from other
potentially responsible parties received after the date of closing
of the
Asset Purchase Agreement for the sites in Nebraska, Kansas or Iowa,
shall
be allocated to, and paid to, Black Hills, and for the sites in Missouri,
shall be allocated to, and retained by,
Aquila.
|
5)
|
With
respect to certain software applications for which Aquila holds licenses
from third parties, and without waiving or releasing any claims that
any
of the parties may have under the Asset Purchase Agreement or Partnership
Interests Purchase Agreement, Black Hills, Aquila and Great Plains
agree
to work collaboratively to identify the software applications subject
to
licenses with third parties, and to use commercially reasonable efforts
(which shall not, however, require Great Plains, Black Hills or Aquila
to
make any payments to licensors) to obtain the consent or approval
of the
licensors of such software applications toenable transfer at closing
of
the Asset Purchase Agreement of licenses from Aquila to Black Hills
that
are not contemplated to be utilized by Great Plains after the closing
of
the Asset Purchase
Agreement.
|
By:
|
/s/
Terry Bassham
|
Name:
|
Terry
Bassham
|
Title:
|
Executive
Vice President - Finance and Strategic Development and
CFO
|
By:
|
/s/
Mark G. English
|
Name:
|
Mark
G. English
|
Title:
|
Secretary
and Treasurer
|
By:
|
/s/
Richard C. Green
|
Name:
|
Richard
C. Green
|
Title:
|
Chairman
and Chief Executive Officer
|
By:
|
/s/
Mike Cole
|
Name:
|
Mike
Cole
|
Title:
|
President
|
·
|
Dividend
equivalent payments will continue to be credited to your notional
account
based on the number of shares underlying each unexercised portion
of the
Option covered by the Agreement. Once an Option (or portion thereof)
is
exercised and you own the stock, no additional dividend equivalent
will
accrue with respect to those
shares.
|
·
|
In
the event of a Change in Control of Great Plains Energy (assuming
such
Change in Control constitutes a change in control payment event under
Section 409A of the Internal Revenue Code) prior to July 1
st
of the first
tax year following the year the Option would have originally expired,
you
will be paid, in a lump-sum, an amount equal to the balance in your
notional dividend equivalent account, regardless of whether you have
exercised your Options.
|
·
|
On
the earlier of (1) the first anniversary of your separation from
service
with the company or (2) July 1
st
of the year
containing the 11
th
anniversary
of the Option's date of grant (i.e., the year after the Option's
10-year
term will have expired), you will be paid, in a lump-sum, an amount
equal
to the balance in your notional dividend equivalent
account.
|
·
|
No
interest will accrue on amounts credited to the notional
account.
|
·
|
What
change in the law occurred which is necessitating this
change?
|
·
|
What
happens if I elect not to change how dividends are
paid?
|
|
·
|
First,
the Frozen SERP has been frozen as of December 31, 2004 such that no
new participants will enter such Plan and no new amounts will accrue
under
the Frozen SERP after December 31, 2004. Except to the
extent to reflect that the Frozen SERP has been frozen, no material
modifications have been made to the Frozen SERP. The Frozen
SERP will continue to operate as a "frozen" plan in accordance with
its
terms and with respect to all accrued amounts as of December 31,
2004. A copy of the Frozen SERP is attached as Appendix C to
this Plan.
|
|
·
|
Second,
this plan, the "Great Plains Energy Incorporated Supplemental Executive
Retirement Plan (as Amended and Restated for I.R.C. § 409A)" (the
"Plan") is adopted effective generally as of January 1,
2005. This Plan governs the payment of benefits accrued after
December 31, 2004 and, except as specifically provided otherwise, is
effective generally January 1, 2005. Certain operations of
the Plan between December 31, 2004 and December 31, 2007,
including those operations in 2005 memorialized in Appendix B, were
completed in accordance with IRS Notice 2005-1 and in "good faith"
compliance with the proposed Treasury Regulations issued under Code
Section 409A. In addition, this Plan provides for different
benefit formulas for employees (1) hired by Great Plains Energy
Incorporated (or one of its affiliates) before September 1, 2007, to
reflect the choice employees were allowed to make between maintaining
their existing benefit structure or receiving a slightly lower pension
benefit but eligible to receive a larger employer contribution under
the
Great Plains Energy 401(k) Plan and (2) employees hired by Great
Plains
Energy Incorporated (or one of its affiliates) on or after September
1,
2007
.
|
ARTICLE
I
|
DEFINITIONS
|
1
|
ARTICLE
II
|
ELIGIBILITY
FOR BENEFITS
|
5
|
ARTICLE
III
|
AMOUNT
AND FORM OF RETIREMENT BENEFITS
|
5
|
ARTICLE
IV
|
PAYMENT
OF RETIREMENT BENEFITS
|
16
|
ARTICLE
V
|
DEATH
BENEFITS
|
18
|
ARTICLE
VI
|
MISCELLANEOUS
|
19
|
APPENDIX
A
|
ADDENDUM
TO SECTION 3.6(c)
|
APPENDIX
B
|
DISTRIBUTIONS
FOR PARTICIPANTS TERMINATED DURING
2005
|
APPENDIX
C
|
GREAT
PLAINS ENERGY INCORPORATED FROZEN SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
|
|
·
|
Actuarial
Equivalent
|
|
·
|
Base
Compensation
|
|
·
|
Early
Retirement Date
|
|
·
|
Normal
Retirement Date
|
|
·
|
Plan
Year
|
|
·
|
Single
Life Pension
|
|
·
|
Years
of Credited Service
|
GREAT
PLAINS ENERGY INCORPORATED
By: /s/
Michael J. Chesser
Title:
Chairman of the Board and Chief
Executive Officer
|
|
(1)
|
Michael
J. Chesser
|
|
(2)
|
John
Marshall
|
|
ARTICLE
PAGE
|
I
|
DEFINTIONS
|
1
|
II
|
ELIGIBILITY
FOR BENEFITS
|
2
|
III
|
AMOUNT
AND FORM OF RETIREMENT BENEFITS
|
3
|
IV
|
PAYMENT
OF RETIREMENT BENEF
ITS
|
7
|
V
|
DEATH
BENEFITS
|
8
|
VI
|
MISCELLANEOUS
|
8
|
|
·
|
Actuarial
Equivalent
|
|
·
|
Base
Compensation
|
|
·
|
Early
Retirement Date
|
|
·
|
Normal
Retirement Date
|
|
·
|
Plan
Year
|
|
·
|
Single
Life Pension
|
|
·
|
Years
of Credited Service
|
·
|
First,
the Frozen NQDC Plan has been frozen as of December 31, 2004
such that no new participants will enter the Plan and no new amounts
(other than Earnings) will accrue under the Plan after December 31,
2004. Except to the extent to reflect that the Frozen NQDC Plan
has been frozen, no material modifications have been made to the
Frozen
NQDC Plan. The Frozen NQDC Plan will continue to operate as a
"frozen" plan in accordance with its terms and with respect to all
amounts
which were both accrued and vested as of December 31,
2004. A copy of the Frozen NQDC Plan is attached as Appendix
B.
|
·
|
Second,
this Plan, the "Great Plains Energy Incorporated Nonqualified Deferred
Compensation Plan (As Amended and Restated for I.R.C. § 409A)" (the
"Plan") is adopted and, except for those changes required by Code
Section 409A generally mirrors the Frozen NQDC Plan. The
Plan governs the payment of, and all administrative aspects related
to
amounts that (1) were not accrued and vested as of December 31, 2004
under the Frozen NQDC Plan and (2) have been or are contributed to
the
Frozen NQDC Plan and this Plan on or after January 1,
2005. Certain operations of the Plan between December 31, 2004
and December 31, 2007, including those operations in 2005 memorialized
in
Appendix A, however, were completed in accordance with IRS Notice
2005-1
and in "good faith" compliance with the proposed Treasury Regulations
issued under Code Section 409A. Generally, this Plan was
amended and restated effective January 1, 2005. However,
several features, terms and conditions are effective January 1,
2008. These include: (1) the definition of Specified Employees;
(2) the removal of the vesting schedule applicable to Company matching
contributions; and (3) the changes made to Article III, relating
to the
Capital Accumulation Excess Benefit
Provision.
|
|
Page
|
ARTICLE
I
|
DEFINITIONS
|
1
|
ARTICLE
II
|
DEFERRED
COMPENSATION
|
4
|
ARTICLE
III
|
CAPITAL
ACCUMULATION PLAN EXCESS BENEFIT
|
11
|
ARTICLE
IV
|
MISCELLANEOUS
|
12
|
APPENDIX
A
|
DISTRIBUTIONS
FOR PARTICIPANTS TERMINATED DURING
2005
|
APPENDIX
B
|
GREAT
PLAINS ENERGY INCORPORATED FROZEN NONQUALIFIED DEFERRED COMPENSATION
PLAN
|
|
(a)
|
a
specified dollar amount or percentage of the Participant's anticipated
Base Salary (or director's fees) as in effect on January 1 of the
year in
which such salary or fees are to be deferred;
and/or
|
|
(b)
|
a
specified dollar amount or percentage of any anticipated Incentive
Awards
to be paid to the Participant for performance in the following calendar
year.
|
|
(a)
|
Matching
Contributions
. A Participant will be eligible to receive a
matching contribution under this Section 2.5(a) only if the Participant
defers the maximum amount allowed under Code Section 402(g) (ignoring
any
opportunity the Participant may have had to make catch-up contributions
described in Section 414(v) of the Code) for such
year.
|
|
(i)
|
For
each Stationary Participant, the Company will credit to the Stationary
Participant's account a matching contribution in an amount equal
to 50% of
the first 6% of the Base Salary deferred by the Participant under
Section
2.1(a), but such amount will be reduced by the matching contribution
made
for the year to the Stationary Participant's account in the Employee
Savings Plan. In no event will the total matching contributions
in the Employee Savings Plan and this Plan exceed 3% of the Stationary
Participant's Base Salary in any given
year.
|
|
(ii)
|
For
each Converted Participant and Post-2007 Participant, the Company
will
credit to such Participant's account a matching contribution in an
amount
equal to 100% of the first 6% of the Participant's Base Salary, bonus
and
incentive pay deferred by the Participant under Section 2.1(a), but
such
amount will be reduced by the matching contribution made for the
year to
the Converted Participant's or Post-2007 Participant's account
in the Employee Savings Plan. In no event will the total
matching contributions in the
|
Years
of Service
|
Vested
Percentage
|
Less
Than Two Years
|
0%
|
Two
Years
|
20%
|
Three
Years
|
40%
|
Four
Years
|
60%
|
Five
Years
|
80%
|
Six
Years
|
100%
|
|
(b)
|
Additional
Discretionary Company Contributions
. From time to
time, as determined appropriate by the Board, the Company may elect
to
make additional contributions (either discretionary, matching or
both) to
the Plan and may direct that such contributions be allocated
among the accounts of those Participants that it may
select. The Board may impose vesting conditions and/or
allocation conditions with respect to such
additional
|
|
(a)
|
Subject
to Section 4.12, the Participant's Separation from Service other
than on
account of death;
|
|
(b)
|
a
specified age or date;
|
|
(c)
|
the
Participant's death;
|
|
(d)
|
the
earlier of (a) or (b) (
e.g.
, the earlier of Separation from
Service or attainment of age 65);
or
|
|
(e)
|
the
later of (a) or (b) (
e.g.
, the later of Separation from Service
or attainment of age 65) .
|
|
(a)
|
in
a single lump-sum payment; or
|
|
(b)
|
in
annual installments (of principal plus Earnings) over a period of
5 years,
10 years, or 15 years. Each annual installment will be equal to
a fraction of the total remaining balance in the Participant's account,
the numerator of which is 1 and the denominator is the total number
of
remaining installments, including the annual installment for which
the
amount is being calculated.
|
|
(a)
|
Designated
Beneficiary.
At the time a Participant elects to defer
compensation under this Plan, the Participant may designate a death
beneficiary or beneficiaries, and may amend or revoke such designation
at
any time.
|
|
(b)
|
Participant's
Death Before Distribution Event.
If the Participant dies
before any deferred amounts have been paid under this Plan, all amounts
credited to the Participant's account will be paid to the Participant's
designated beneficiary or beneficiaries, in a single lump-sum payment,
on
the 30
th
day following the date of the Participant's
death.
|
|
(c)
|
Participant's
Death After Distribution Event.
If a Participant dies
after payment of any deferred amounts has commenced, the balance
of the
amounts credited to the Participant's account will continue to be
paid to
the
|
|
(d)
|
Deceased
Designated Beneficiary
. If a Participant is not survived
by a designated beneficiary, the balance of the amounts due the
Participant under the deferral election for which no surviving beneficiary
exists will be paid in a single lump-sum payment to the Participant's
estate on the 30
th
day
following the date of the Participant's death. If, with respect
to a particular deferral election, a Participant's last surviving
designated beneficiary dies after the Participant, but before the
balance
of the amounts due the beneficiary under the deferral election have
been
paid, the balance will be paid in a single lump-sum payment to the
estate
of the last surviving designated beneficiary as soon as practicable
after
the beneficiary's death.
|
|
(a)
|
No
change in a timing or form election made during 2006 may either (1)
apply
to payments the Participant otherwise would have received in 2006
or (2)
cause a Plan benefit to be paid in 2006 which otherwise would not
have
been paid in 2006;
|
|
(b)
|
No
change in a timing or form election made during 2007 may either (1)
apply
to payments the Participant otherwise would have received in 2007
or (2)
cause a Plan benefit to be paid in 2007 which otherwise would not
have
been paid in 2007; or
|
|
(c)
|
No
change in a timing or form election made during 2008 may either (1)
apply
to payments the Participant otherwise would have received in 2008
or (2)
cause a Plan benefit to be paid in 2008 which otherwise would not
have
been paid in 2008.
|
|
(a)
|
When
the Participant Separates from Service (whether due to death, disability,
retirement or other termination), the Participant will be paid in
a single
lump-sum payment. The payment will be equal to the amount
credited to the CAP Excess Benefits Account, plus the additional
amount
credited to the CAP Excess Benefits Account under Section 3.2(b),
below. Subject to Section 4.12, payment will be made on the
60
th
day
after the close of the calendar year in which the Participant Separates
from Service. If the Participant dies before payment is made,
payment will be made to the Participant's beneficiary on the 30
th
day after
the Participant's death. The Participant's beneficiary for the
purposes of this Article III will be the Participant's beneficiary
under
the Capital Accumulation Plan.
|
|
(b)
|
The
Participant's CAP Excess Benefits Account will be credited and debited
with the same Earnings and in the same manner as provided for in
Section 2.4.
|
|
(a)
|
The
specific reason or reasons for the
denial;
|
|
(b)
|
A
specific reference to pertinent Plan provisions on which the denial
is
based;
|
|
(c)
|
A
description of any additional material or information necessary for
the
claimant to perfect the claim, along with an explanation of why such
material or information is necessary;
and
|
|
(d)
|
Appropriate
information as to the steps to be taken if the claimant wishes to
appeal
his or her claim, including the period in which the appeal must be
filed
and the period in which it will be
decided.
|
|
(a)
|
with
respect to any payment to be made under Section 2.6 and 2.7 if (1)
the
Participant has elected his or her Separation from Service as the
applicable Distribution Event, and (2) the Participant is a Specified
Employee, then payment of any amounts will be made or commence no
earlier
than the first business day of the 7
th
month
following the month in which the Participant Separates from Service;
and
|
|
(b)
|
with
respect to any payment to be made under Section 3.2, no payment may
be
made to a Participant who is a Specified Employee any earlier than
the
first business day of the 7
th
month
following the month in which the Participant Separates from
Service.
|
GREAT
PLAINS ENERGY INCORPORATED
By: /s/
Michael J. Chesser
Title: Chairman
of the Board and Chief Executive
Officer
|
ARTICLE
|
PAGE
|
I
|
DEFINITIONS
|
1
|
II
|
DEFERRED
COMPENSATION
|
2
|
III
|
CAPITAL
ACCUMULATION PLAN EXCESS BENEFIT
|
7
|
IV
|
MISCELLANEOUS
|
8
|
Years
of Service
|
Vested
Percentage
|
Less
Than Two Years
|
0%
|
Two
Years
|
20%
|
Three
Years
|
40%
|
Four
Years
|
60%
|
Five
Years
|
80%
|
Six
Years
|
100%
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of Great Plains
Energy
Incorporated;
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report:
|
|
4.
|
The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
|
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
(c)
|
Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
|
|
5.
|
The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
|
(a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date:
|
November 5,
2007
|
/s/
Michael J. Chesser
|
|
Michael
J. Chesser
Chairman
of the Board and Chief Executive
Officer
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of Great Plains
Energy
Incorporated;
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report:
|
|
4.
|
The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
|
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
(c)
|
Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
|
|
5.
|
The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
|
(a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date:
|
November
5, 2007
|
/s/
Terry Bassham
|
|
Terry
Bassham
Executive
Vice President – Finance and Strategic Development and Chief Financial
Officer
|
/s/
Michael J. Chesser
|
|
Name:
Title:
|
Michael
J. Chesser
Chairman
of the Board and Chief
Executive
Officer
|
Date:
|
November
5, 2007
|
/s/
Terry Bassham
|
|
Name:
Title:
|
Terry
Bassham
Executive
Vice President – Finance and Strategic Development and Chief
Financial Officer
|
Date:
|
November
5, 2007
|
D.
|
Energy
Efficiency Program Costs to be Recovered Through an Energy Efficiency
Rider
|
§
|
Customers
Experiencing Multiple Interruptions in excess of three per year
("CEMI3");
|
§
|
Number
of distribution devices with four or more multiple outages by number
of
outages;
|
§
|
Overall
residential customer satisfaction survey ("CSI");
and
|
§
|
Trend
and benchmark analysis for KCPL delivery operating and maintenance
("O&M") expense per retail customer, detailing all data and sources
for the calculation of KCPL's performance, based on FERC Form 1
reporting.
|
|
8.01
|
OVERHEAD
SINGLE-PHASE RESIDENTIAL AND RURAL RESIDENTIAL
EXTENSIONS:
|
By:
|
/s/
Dana A. Bradbury
|
||
SUSAN
B. CUNNINGHAM
|
(#14085)
|
||
DANA
BRADBURY
|
(#11939)
|
||
JASON
T. GRAY
|
(#22619)
|
||
MATTHEW
R. SPURGIN
|
(#20470)
|
||
Assistants
General Counsel
|
|||
Kansas
Corporation Commission
|
|||
1500
S.W. Arrowhead Road
|
|||
Topeka,
Kansas 66604
|
|||
(785)
271-3100
|
|||
s.cunningham@kcc.ks.gov
d.bradbury@kcc.ks.gov
j.gray@kcc.ks.gov
|
|||
m.spurgin@kcc.ks.gov
|
By:
|
/s/
David Springe
|
|
DAVID
SPRINGE
|
(#15619)
|
|
Citizens'
Utility Ratepayer Board
|
||
1500
SW Arrowhead Road
|
||
Topeka,
KS 66604 d.springe@curb.kansas.gov
|
||
ATTORNEY
FOR CURB
|
THE
STATE CORPORATION COMMISSION OF KANSAS
|
||||||||||||||||||||||||||
SCHEDULE
|
2
|
|||||||||||||||||||||||||
KANSAS
CITY POWER & LIGHT COMPANY
|
||||||||||||||||||||||||||
(Name
of Issuing Utility)
|
Replacing
Schedule
|
Sheet
|
||||||||||||||||||||||||
Rate
Areas No. 2 & 4
|
||||||||||||||||||||||||||
(Territory
to which schedule is applicable)
|
which
was filed
|
|||||||||||||||||||||||||
No
supplement or separate understanding
shall
modify the tariff as shown hereon.
|
Sheet
|
1
|
of
|
4
|
Sheets
|
|||||||||||||||||||||
ENERGY
COST ADJUSTMENT
Schedule
ECA
APPLICABILITY:
This
Energy Cost Adjustment (ECA)
Schedule shall be applicable to all Kansas Retail Rate Schedules
for
KCPL.
BASIS:
Energy
costs will be measured and applied to a customer’s bill using an ECA
factor. The ECA factor is applied on a kilowatt-hour basis
($/kWh). Retail customer charges for energy costs are
determined by multiplying the kilowatt-hours of electricity during
any
calendar month by the corresponding ECA factor for that calendar
month.
ENERGY
COST ADJUSTMENT:
Prior
to January 1 of each ECA year, an ECA factor (ECA
P
)
will be
calculated for each calendar month of the ECA year as
follows:
((F
P
+ P
P
+ E
P
+ T
P
)
-
BPR
P
)
OSSM
K
TRUE
A
ECA
P
= ------------------------------------------ – ----------------- – ------------
S
P
S
K
S
TRUE
Where:
F
P
=
Projected
cost
of nuclear and fossil fuel to be consumed for the generation of
electricity during the month in which the ECA is in effect for all
KCPL
Retail, Requirements Sales for Resale, and Bulk Power Sales customers
not
included in OSSM, to be recorded in Account 501, Account 518 and
Account
547, excluding any KCPL internal labor cost.
P
P
=
Projected
cost
of purchased power during the month in which the ECA is in effect
for all
KCPL Retail, Requirements Sales for Resale, and Bulk Power Sales
customers
not included in OSSM, to be recorded in Account 555, and KCPL’s projected
charges or credits incurred due to participation in markets associated
with Regional Transmission Organizations (RTOs).
E
P
=
Projected
cost
of emission allowances during the month in which the ECA is in effect
for
all KCPL Retail, Requirements Sales for Resale, and Bulk Power Sales
customers not included in OSSM, to be recorded In Account
509.
T
P
=
Projected
transmission costs, to be recorded in Account 565, and RTO, FERC
and NERC
fees, to be recorded in Account 560 and Account 928, during the month
in
which the ECA is in effect for all KCPL Retail, Requirements Sales
for
Resale, and Bulk Power Sales customers not included in OSSM.
BPR
P
= Projected
Revenue from asset-based Bulk Power Sales customers not included in
OSSM.
S
P
=
Projected
kWhs
to be delivered to all KCPL Retail and Requirements Sales for Resale
customers during the month in which the ECA is in effect.
OSSM
=
Projected
annual
asset-based Off-System Sales Margin from Bulk Power Sales at the
median
for the effective ECA year.
OSSM
K
=
The projected
annual asset-based Off-System Sales Margin from Bulk Power Sales
at the
median for the effective ECA year multiplied by the projected Unused
Energy (UE1) Allocator for Kansas.
S
K
= Projected
annual kWhs to be delivered to all Kansas Retail customers during
the
effective ECA year.
S
TRUE
=
Projected
kWhs for
Kansas Retail customers for the twelve-month period beginning in
April of
the year following the ECA year.
|
||||||||||||||||||||||||||
I
ssued:
|
|
FILED
|
|
|||||||||||||||||||||||
Month Day Year
|
||||||||||||||||||||||||||
Effective:
|
January
1, 2008
|
THE
STATE CORPORATION COMMISSION OF KANSAS
|
||||||||||||||||||||||||
Month Day Year
|
||||||||||||||||||||||||||
B
y:
|
Chris
Giles
|
Vice
President
|
||||||||||||||||||||||||
Title
|
Secretary
|
|
·
|
Ensure
that KCPL recovers the amount of the net prepaid pension asset
representing the recognition of a negative pension cost used in setting
rates in prior years;
|
|
·
|
Ensure
that the amount collected in rates is based on the pension cost determined
using the methodology described below in item
2.b.;
|
|
·
|
Ensure
that, once the amount in section 4 has been collected in rates by
KCPL,
all pension cost collected in rates is contributed to the pension
trust;
and
|
|
·
|
Ensure
that all amounts contributed by KCPL are recoverable in
rates.
|
Account
|
Acct.
No.
|
Avg.
Service
Life
|
Net
Salvage
|
Deprec.
Rate
|
Intangible
– Five Year Software
|
303
|
5.0
|
0.0%
|
20.0%
|
Intangible
– Ten Year Software
|
303
|
10.0
|
0.0%
|
10.0%
|
Intangible
– Communication Equip (like 397)
|
303
|
26.0
|
5.0%
|
3.65%
|
Intangible
– Accessory Equip (like 345)
|
303
|
25.0
|
0.0%
|
4.00%
|
Steam
Prod–Structures & Impr-Leasehold Impr
|
311
|
Lease
|
||
Combustion
Turbine Plant – Land Rights
|
340
|
0.00%
|
||
Transmission
Plant – Land Rights
|
350
|
0.00%
|
||
Distribution
Plant – Land Rights
|
360
|
0.00%
|
||
General
–Structures & Impr-Leasehold Impr
|
390
|
Lease
|
For
Illustrative Purposes Only
|
||||||||||||||||||||
Percentage
|
Percentage
|
|||||||||||||||||||
Staff
Existing
|
ECA
(1)
|
Staff
Existing
|
Pre-Tax
|
Increase
To
|
Total
To Be
|
Change
|
ECA
(1)
|
Total
|
Change
|
|||||||||||
Revenue
w/
|
w/25th
Percentile
|
Revenue
w/o
|
Payment
|
Revenue
|
Recovered
In
|
In
Base Rate
|
w/50th
Percentile
|
Revenue
|
in
Revenue
|
|||||||||||
ECA
Costs
|
OSSM
|
ECA
Costs
|
On
Plant
|
Requirement
|
Base
Rates
|
Revenue
|
OSSM
|
Including
ECA
(1)
|
w/ECA
(1)
|
|||||||||||
Customer
Class
|
||||||||||||||||||||
Residential
|
$ 205,377,786
|
$ 20,168,329
|
$ 185,209,457
|
$ 5,225,678
|
$ 14,099,441
|
$
204,534,576
|
-0.41%
|
$ 15,196,971
|
$ 219,731,547
|
6.99%
|
||||||||||
Small
General Service
|
31,451,433
|
2,581,957
|
28,869,476
|
800,257
|
-
|
29,669,733
|
-5.66%
|
1,971,261
|
31,640,994
|
0.60%
|
||||||||||
Medium
General Service
|
51,687,140
|
5,328,656
|
46,358,484
|
1,315,139
|
-
|
47,673,623
|
-7.77%
|
4,067,566
|
51,741,189
|
0.10%
|
||||||||||
Large
General Service
|
103,178,508
|
13,585,630
|
89,592,878
|
2,625,297
|
-
|
92,218,175
|
-10.62%
|
10,435,239
|
102,653,414
|
-0.51%
|
||||||||||
Large
Power Service
|
33,470,190
|
5,252,595
|
28,217,595
|
851,623
|
2,091,000
|
31,160,218
|
-6.90%
|
4,052,016
|
35,212,234
|
5.20%
|
||||||||||
Off-Peak
Lighting
|
1,490,389
|
258,731
|
1,231,658
|
37,922
|
-
|
1,269,580
|
-14.82%
|
204,093
|
1,473,673
|
-1.12%
|
||||||||||
Other
Lighting
|
5,662,750
|
198,667
|
5,464,083
|
144,084
|
809,559
|
6,417,726
|
13.33%
|
156,427
|
6,574,153
|
16.09%
|
||||||||||
Total
|
$ 432,318,196
|
$ 47,374,565
|
$ 384,943,631
|
$
11,000,000
|
$ 17,000,000
|
$ 412,943,631
|
-4.48%
|
$ 36,083,573
|
$ 449,027,204
|
3.86%
|
||||||||||
(1)
The ECA amount will be determined based upon application of the ECA
tariff
(Schedule ECA).
|
||||||||||||||||||||
The
ECA includes fuel, purchased power, emissions and transmission costs
for
Retail, Requirements Sales for Resale, and Bulk Power Sales customers
as
well as long-term asset-based bulk power sales revenue and short-term
asset-based off-system sales margins as defined in the ECA
tariff.
|
||||||||||||||||||||
|
|
(a)
|
All
obligations of such Person for borrowed money and all obligation
of such
Person evidenced by bonds, debentures, notes, loan agreements or
other
similar instruments;
|
|
(b)
|
Any
direct or contingent obligations of such Person in the aggregate
in excess
of $2,000,000 arising under letters of credit (including standby
and
commercial), banker’s acceptances, bank guaranties, surety bonds and
similar instruments;
|
|
(c)
|
Net
obligations of such Person under any Swap Contract in an amount equal
to
the Swap Termination Value thereof;
|
|
(d)
|
All
obligations of such Person to pay the deferred purchase price of
property
or services (except trade accounts pay able arising, and accrued
expenses
incurred, in the ordinary course of business), and indebtedness (excluding
prepaid interest thereon) secured by a lien on property owned or
being
purchased by such Person (including indebtedness arising under conditional
sales or other title retention agreements), whether or not such
indebtedness arising under conditional sales or other title retention
agreements), whether or not such indebtedness shall have been assumed
by
such person or is limited in
recourse;
|
|
(e)
|
Capitalized
Lease Obligations and Synthetic Lease Obligations of such
Person;
|
|
(f)
|
All
Guaranty Obligations of such Person in respect of any other
foregoing.
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of Kansas City Power
& Light Company;
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report:
|
|
4.
|
The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
|
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
(c)
|
Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
|
|
5.
|
The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
|
(a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date:
|
November
5, 2007
|
/s/
William H. Downey
|
|
William
H. Downey
President
and Chief Executive Officer
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of Kansas City Power
& Light Company;
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report:
|
|
4.
|
The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
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|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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|
(c)
|
Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
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(d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
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5.
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The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
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|
(a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
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|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
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Date:
|
November
5, 2007
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/s/
Terry Bassham
|
|
Terry
Bassham
Chief
Financial Officer
|
/s/
William H. Downey
|
|
Name:
Title:
|
William
H. Downey
President
and Chief Executive Officer
|
Date:
|
November
5, 2007
|
/s/
Terry Bassham
|
|
Name:
Title:
|
Terry
Bassham
Chief
Financial Officer
|
Date:
|
November
5, 2007
|