UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2003
or
| [ ] | TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 |
For the transition period from _______ to _______
| Commission | Registrant, State of Incorporation, | I.R.S. Employer | |||
| File Number | Address and Telephone Number | Identification Number | |||
| 0-33207 | GREAT PLAINS ENERGY INCORPORATED | 43-1916803 | |||
| (A Missouri Corporation) | |||||
| 1201 Walnut Street | |||||
| Kansas City, Missouri 64106 | |||||
| (816) 556-2200 | |||||
| www.greatplainsenergy.com | |||||
| 1-707 | KANSAS CITY POWER & LIGHT COMPANY | 44-0308720 | |||
| (A Missouri Corporation) | |||||
| 1201 Walnut Street | |||||
| Kansas City, Missouri 64106 | |||||
| (816) 556-2200 | |||||
| www.kcpl.com | |||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _
Indicated by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Great Plains Energy Incorporated Yes X No _ Kansas City Power & Light Company Yes _ No X
As of November 3, 2003, the number of shares outstanding of (i) Great Plains Energy’s common stock was 69,255,938 and (ii) Kansas City Power and Light Company’s common stock was one, which was held by Great Plains Energy.
Great Plains Energy Incorporated and Kansas City Power & Light Company separately file this combined Quarterly Report on Form 10-Q. Information contained herein relating to an individual registrant and its subsidiaries is filed by such registrant on its own behalf. Each registrant makes representations only as to information relating to itself and its subsidiaries.
The terms “Great Plains Energy”, “Company”, “KCP&L”, and “consolidated KCP&L” are used throughout this report. “Great Plains Energy” and the “Company” refer to Great Plains Energy Incorporated and its consolidated subsidiaries, unless otherwise indicated. “KCP&L” refers to Kansas City Power & Light Company, and “consolidated KCP&L” refers to KCP&L and its consolidated subsidiaries.
This report should be read in its entirety. No one section of the report deals with all aspects of the subject matter.
Statements made in this report that are not based on historical facts are forward-looking, may involve risks and uncertainties, and are intended to be as of the date when made. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the registrants are providing a number of important factors that could cause actual results to differ materially from the provided forward-looking information. These important factors include:
| o | future economic conditions in the regional, national and international markets |
| o | market perception of the energy industry and the Company |
| o | changes in business strategy, operations or development plans |
| o | effects of current or proposed state and federal legislative and regulatory actions or developments, |
| including, but not limited to, deregulation, re-regulation and restructuring of the electric utility | |
| industry and constraints placed on the Company's actions by the Public Utility Holding Company Act of 1935 | |
| o | adverse changes in applicable laws, regulations, rules, principles or practices governing tax, accounting and |
| environmental matters including, but not limited to, air quality | |
| o | financial market conditions including, but not limited to, changes in interest rates and in availability and cost |
| of capital | |
| o | ability to maintain current credit ratings |
| o | inflation rates |
| o | effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their |
| contractual commitments | |
| o | impact of terrorist acts |
| o | increased competition including, but not limited to, retail choice in the electric utility industry and the entry |
| of new competitors | |
| o | ability to carry out marketing and sales plans |
| o | weather conditions including weather-related damage |
| o | cost and availability of fuel |
| o | ability to achieve generation planning goals and the occurrence of unplanned generation outages |
| o | delays in the anticipated in-service dates of additional generating capacity |
| o | nuclear operations |
| o | ability to enter new markets successfully and capitalize on growth opportunities in non-regulated businesses |
| o | performance of projects undertaken by the Company's non-regulated businesses and the success of efforts to invest |
| in and develop new opportunities, and | |
| o | other risks and uncertainties. |
This list of factors is not all-inclusive because it is not possible to predict all factors.
2
The following is a glossary of frequently used abbreviations or acronyms that are found throughout this report:
| Abbreviation or Acronym | Definition |
|---|---|
| 35 Act | Public Utility Holding Company Act of 1935 |
| ARB | Accounting Research Bulletin |
| ARO | Asset Retirement Obligations |
| CO2 | Carbon Dioxide |
| COLI | Corporate Owned Life Insurance |
| Clean Air Act | Clean Air Act Amendments of 1990 |
| Compact | Central Interstate Low-Level Radioactive Waste Compact |
| Company | Great Plains Energy Incorporated and its subsidiaries |
| Consolidated KCP&L | KCP&L and its subsidiary HSS |
| DTI | DTI Holdings, Inc. and its subsidiaries Digital Teleport, Inc. |
| and Digital Teleport of Virginia, Inc. | |
| Digital Teleport | Digital Teleport, Inc. |
| EBITDA | Earnings before interest, income taxes, depreciation and amortization |
| EIRR | Environmental Improvement Revenue Refunding |
| EPA | Environmental Protection Agency |
| EPS | Earnings per share |
| ERISA | Employee Retirement Income Security Act of 1974 |
| FASB | Financial Accounting Standards Board |
| FERC | Federal Energy Regulatory Commission |
| FIN | Financial Accounting Standards Board Interpretation |
| GPP | Great Plains Power Incorporated, a wholly-owned subsidiary |
| of Great Plains Energy | |
| Great Plains Energy | Great Plains Energy Incorporated and its subsidiaries |
| HSS | Home Service Solutions Inc., a wholly-owned subsidiary of KCP&L |
| Holdings | DTI Holdings, Inc. |
| IEC | Innovative Energy Consultants Inc., a wholly-owned subsidiary |
| of Great Plains Energy | |
| IRS | Internal Revenue Service |
| ISO | Independent Service 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 | |
| KLT Gas | KLT Gas Inc., a wholly-owned subsidiary of KLT Inc. |
| KLT Energy Services | KLT Energy Services Inc., a wholly-owned subsidiary 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 KLT Inc. |
| KLT Telecom | KLT Telecom Inc., a wholly-owned subsidiary of KLT Inc. |
| MAC | Material Adverse Change |
| MACT | Maximum Achievable Control Technology |
| MISO | Midwest Independent System Operator |
| MPSC | Missouri Public Service Commission |
| MWh | Megawatt hour |
| NEIL | Nuclear Electric Insurance Limited |
| NOx | Nitrogen Oxide |
| NRC | Nuclear Regulatory Commission |
3
| Abbreviation or Acronym | Definition |
|---|---|
| OCI | Other Comprehensive Income |
| RSAE | R.S. Andrews Enterprises, Inc., a subsidiary of HSS |
| RTO | Regional Transmission Organization |
| Receivables Company | Kansas City Power & Light Receivables Company, a wholly-owned |
| subsidiary of KCP&L | |
| SEC | Securities and Exchange Commission |
| SIP | State Implementation Plan |
| SPP | Southwest Power Pool, Inc. |
| SFAS | Statement of Financial Accounting Standards |
| Securities Trust | KCP&L Financing I |
| Services | Great Plains Energy Services Incorporated |
| Strategic Energy | Strategic Energy, L.L.C., a subsidiary of KLT Energy Services |
| WCNOC | Wolf Creek Nuclear Operating Corporation |
| Wolf Creek | Wolf Creek Nuclear Operating Station |
| Worry Free | Worry Free Service, Inc., a wholly-owned subsidiary of HSS |
4
GREAT PLAINS ENERGY
Consolidated Balance Sheets
(Unaudited)
| September 30 | December 31 | |||||||
|---|---|---|---|---|---|---|---|---|
| 2003 | 2002 | |||||||
| (thousands) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 150,472 | $ | 65,294 | ||||
| Restricted cash | 16,201 | - | ||||||
| Receivables | 300,406 | 197,845 | ||||||
| Fuel inventories, at average cost | 22,915 | 21,311 | ||||||
| Materials and supplies, at average cost | 56,746 | 50,800 | ||||||
| Deferred income taxes | 6,021 | 3,233 | ||||||
| Assets of discontinued operations | - | 38,298 | ||||||
| Other | 19,295 | 16,619 | ||||||
| Total | 572,056 | 393,400 | ||||||
| Nonutility Property and Investments | ||||||||
| Affordable housing limited partnerships | 53,520 | 68,644 | ||||||
| Gas property and investments | 50,684 | 45,419 | ||||||
| Nuclear decommissioning trust fund | 69,646 | 63,283 | ||||||
| Other | 39,972 | 55,520 | ||||||
| Total | 213,822 | 232,866 | ||||||
| Utility Plant, at Original Cost | ||||||||
| Electric | 4,523,869 | 4,428,433 | ||||||
| Less-accumulated depreciation | 2,036,672 | 1,885,389 | ||||||
| Net utility plant in service | 2,487,197 | 2,543,044 | ||||||
| Construction work in progress | 45,945 | 39,519 | ||||||
| Nuclear fuel, net of amortization of $132,500 and $121,951 | 29,993 | 21,506 | ||||||
| Total | 2,563,135 | 2,604,069 | ||||||
| Deferred Charges | ||||||||
| Regulatory assets | 144,497 | 128,901 | ||||||
| Prepaid pension costs | 82,648 | 85,945 | ||||||
| Goodwill | 26,105 | 26,106 | ||||||
| Other deferred charges | 35,810 | 35,452 | ||||||
| Total | 289,060 | 276,404 | ||||||
| Total | $ | 3,638,073 | $ | 3,506,739 | ||||
| LIABILITIES AND CAPITALIZATION | ||||||||
| Current Liabilities | ||||||||
| Notes payable | $ | 115,000 | $ | 21,079 | ||||
| Current maturities of long-term debt | 59,254 | 133,181 | ||||||
| EIRR bonds classified as current | 81,000 | 81,000 | ||||||
| Accounts payable | 183,671 | 172,319 | ||||||
| Accrued taxes | 101,377 | 29,238 | ||||||
| Accrued interest | 12,150 | 16,121 | ||||||
| Accrued payroll and vacations | 26,770 | 27,053 | ||||||
| Accrued refueling outage costs | 15,439 | 8,292 | ||||||
| Supplier collateral | 16,201 | - | ||||||
| Liabilities of discontinued operations | - | 34,232 | ||||||
| Other | 28,707 | 29,071 | ||||||
| Total | 639,569 | 551,586 | ||||||
| Deferred Credits and Other Liabilities | ||||||||
| Deferred income taxes | 598,100 | 602,907 | ||||||
| Deferred investment tax credits | 38,570 | 41,565 | ||||||
| Asset retirement obligation | 105,522 | - | ||||||
| Accrued nuclear decommissioning costs | - | 64,584 | ||||||
| Pension liability | 77,330 | 73,251 | ||||||
| Other | 80,802 | 76,169 | ||||||
| Total | 900,324 | 858,476 | ||||||
| Capitalization (see statements) | 2,098,180 | 2,096,677 | ||||||
| Commitments and Contingencies (Note 6) | ||||||||
| Total | $ | 3,638,073 | $ | 3,506,739 | ||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
5
GREAT PLAINS ENERGY
Consolidated Statements of Capitalization
(Unaudited)
| September 30 | December 31 | |||||||
|---|---|---|---|---|---|---|---|---|
| 2003 | 2002 | |||||||
| (thousands) | ||||||||
| Long-term Debt (excluding current maturities) | ||||||||
| General Mortgage Bonds | ||||||||
| Medium-Term Notes due 2007, | ||||||||
| 7.95%* and 7.55%** weighted-average rate | $ | 500 | $ | 55,000 | ||||
| 2.16%* and 2.48%** EIRR bonds due 2012-23 | 158,768 | 158,768 | ||||||
| EIRR bonds classified as current liabilities | (31,000 | ) | (31,000 | ) | ||||
| Senior Notes | ||||||||
| 7.125% due 2005 | 250,000 | 250,000 | ||||||
| 6.500% due 2011 | 150,000 | 150,000 | ||||||
| 6.000% due 2007 | 225,000 | 225,000 | ||||||
| Unamortized discount | (746 | ) | (915 | ) | ||||
| EIRR bonds | ||||||||
| 2.12%* and 2.41%** Series A & B due 2015 | 110,267 | 109,607 | ||||||
| 2.12%* and 2.41%** Series D due 2017 | 41,427 | 41,183 | ||||||
| 2.25%* and 4.50%** Series C due 2017 | 50,000 | 50,000 | ||||||
| EIRR bonds classified as current liabilities | (50,000 | ) | (50,000 | ) | ||||
| Company-obligated Mandatorily Redeemable Preferred Securities | ||||||||
| of a trust holding solely KCP&L Subordinated Debentures | 150,000 | - | ||||||
| Affordable Housing Notes | ||||||||
| 7.63%* and 7.84%** weighted-average rate due 2005-08 | 6,443 | 10,564 | ||||||
| Total | 1,060,659 | 968,207 | ||||||
| Company-obligated Mandatorily Redeemable Preferred Securities | ||||||||
| of a trust holding solely KCP&L Subordinated Debentures | - | 150,000 | ||||||
| Cumulative Preferred Stock | ||||||||
| $100 Par Value | ||||||||
| 3.80% - 100,000 shares issued | 10,000 | 10,000 | ||||||
| 4.50% - 100,000 shares issued | 10,000 | 10,000 | ||||||
| 4.20% - 70,000 shares issued | 7,000 | 7,000 | ||||||
| 4.35% - 120,000 shares issued | 12,000 | 12,000 | ||||||
| Total | 39,000 | 39,000 | ||||||
| Common Stock Equity | ||||||||
| Common stock-150,000,000 shares authorized without par value | ||||||||
| 69,196,322 shares issued, stated value | 609,497 | 609,497 | ||||||
| Capital stock premium and expense | (7,415 | ) | (7,744 | ) | ||||
| Retained earnings (see statements) | 425,406 | 363,579 | ||||||
| Treasury stock-3,265 and 152 shares, at cost | (346 | ) | (4 | ) | ||||
| Accumulated other comprehensive income (loss) | ||||||||
| Gain (loss) on derivative hedging instruments | (1,796 | ) | 927 | |||||
| Minimum pension obligation | (26,825 | ) | (26,785 | ) | ||||
| Total | 998,521 | 939,470 | ||||||
| Total | $ | 2,098,180 | $ | 2,096,677 | ||||
| * | Weighted-average rate as of September 30, 2003 | ||||
| ** | Weighted-average rate as of December 31, 2002 | ||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
6
GREAT PLAINS ENERGY
Consolidated Statements of Income
(Unaudited)
| Three Months Ended | Year to Date | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30 | September 30 | |||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||
| (thousands) | ||||||||||||||
| Operating Revenues | ||||||||||||||
| Electric revenues - KCP&L | $ | 350,056 | $ | 334,516 | $ | 831,763 | $ | 780,654 | ||||||
| Electric revenues - Strategic Energy | 309,694 | 232,839 | 793,470 | 579,826 | ||||||||||
| Other revenues | 1,554 | 1,431 | 3,929 | 3,732 | ||||||||||
| Total | < | |||||||||||||