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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K
 
Current Report
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported): June 16, 2009
 

 
Commission
File Number
 
 
Registrant, State of Incorporation,
Address and Telephone Number
 
I.R.S. Employer
Identification
Number
         
001-32206
 
GREAT PLAINS ENERGY INCORPORATED
 
43-1916803
   
(A Missouri Corporation)
   
   
1201 Walnut Street
   
   
Kansas City, Missouri  64106
   
   
(816) 556-2200
   
         
   
NOT APPLICABLE
   
(Former name or former address,
if changed since last report)
         
         
000-51873
 
KANSAS CITY POWER & LIGHT COMPANY
 
44-0308720
   
(A Missouri Corporation)
   
   
1201 Walnut Street
   
   
Kansas City, Missouri  64106
   
   
(816) 556-2200
   
         
   
NOT APPLICABLE
   
   
(Former name or former address,
if changed since last report)
   

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
(17 CFR 240.14d-2(b))
   
[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 


 
This combined Current Report on Form 8-K is being furnished by Great Plains Energy Incorporated (Great Plains Energy) and Kansas City Power & Light Company (KCP&L).  KCP&L is a wholly owned subsidiary of Great Plains Energy and represents a significant portion of its assets, liabilities, revenues, expenses and operations.  Thus, all information contained in this report relates to, and is furnished by, Great Plains Energy.  Information that is specifically identified in this report as relating solely to Great Plains Energy, such as its financial statements and all information relating to Great Plains Energy’s other operations, businesses and subsidiaries, including KCP&L Greater Missouri Operations Company (GMO) does not relate to, and is not furnished by, KCP&L.  KCP&L makes no representation as to that information.  Neither Great Plains Energy nor GMO has any obligation in respect of KCP&L’s debt securities and holders of such securities should not consider Great Plains Energy’s or GMO’s financial resources or results of operations in making a decision with respect to KCP&L’s debt securities.  Similarly, KCP&L has no obligation in respect of securities of Great Plains Energy or GMO.

Item 7.01
Regulation FD Disclosure

Commencing on June 17, 2009, Great Plains Energy will participate in meetings with investors.  A copy of the investor handout to be used in such meetings is attached as Exhibit 99.1 hereto.  The investor handout contains information regarding KCP&L.  Accordingly, information in the investor handout relating to KCP&L is also being furnished on behalf of KCP&L.

The information under Item 7.01 and in Exhibit 99.1 hereto is being furnished and shall not be deemed filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended.  The information under Item 7.01 and Exhibit 99.1 hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless otherwise indicated in such registration statement or other document.

Item 9.01
Financial Statements and Exhibits
   
(d)  Exhibits
 
   
99.1
Investor handout (furnished and not deemed filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended).
 





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
GREAT PLAINS ENERGY INCORPORATED
   
   
 
/s/Terry Bassham
 
Terry Bassham
 
Executive Vice President- Finance & Strategic Development and Chief Financial Officer

 
KANSAS CITY POWER & LIGHT COMPANY
   
   
 
/s/ Terry Bassham
 
Terry Bassham
 
Executive Vice President- Finance & Strategic Development and Chief Financial Officer


Date: June 16, 2009.

Exhibit Index
   
Exhibit No.
Title
   
99.1
Investor handout (furnished and not deemed filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended).
 




ex99_1.htm
P_VOELTEKJ\GXP Roadshow Draft (May 8th) v2.ppt
Exhibit 99.1
Great Plains Energy
Investor Meetings
June 17, 2009
 
 

 
1
Terry Bassham
Executive Vice President
Finance & Strategic Development
and Chief Financial Officer
Michael Cline
Vice President - Investor Relations
and Treasurer
Ellen Fairchild
Director Investor Relations
Company Representatives
 
 

 
2
FORWARD-LOOKING STATEMENTS
Statements made in this presentation 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. Forward-looking statements include, but are not limited to, the outcome of regulatory proceedings, cost
estimates of the Comprehensive Energy Plan and other matters affecting future operations. 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: future economic conditions in regional, national and
international markets and their effects on sales, prices and costs, including, but not limited to, possible further deterioration in economic conditions
and the timing and extent of any economic recovery; prices and availability of electricity in regional and national wholesale markets; market
perception of the energy industry, Great Plains Energy, KCP&L and GMO; changes in business strategy, operations or development plans; 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; decisions of regulators regarding rates KCP&L and GMO can charge for electricity; adverse changes
in applicable laws, regulations, rules, principles or practices governing tax, accounting and environmental matters including, but not limited to, air
and water quality; financial market conditions and performance including, but not limited to, changes in interest rates and credit spreads and in
availability and cost of capital and the effects on nuclear decommissioning trust and pension plan assets and costs; credit ratings; inflation rates;
effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual commitments; impact of
terrorist acts; increased competition including, but not limited to, retail choice in the electric utility industry and the entry of new competitors; ability to
carry out marketing and sales plans; weather conditions including, but not limited to, weather-related damage and their effects on sales, prices and
costs; cost, availability, quality and deliverability of fuel; ability to achieve generation planning goals and the occurrence and duration of planned and
unplanned generation outages; delays in the anticipated in-service dates and cost increases of additional generating capacity and environmental
projects; nuclear operations; workforce risks, including, but not limited to, retirement compensation and benefits costs; the ability to successfully
integrate KCP&L and GMO operations and the timing and amount of resulting synergy savings; and other risks and uncertainties.
This list of factors is not all-inclusive because it is not possible to predict all factors. Other risk factors are detailed from time to time in Great Plains
Energy’s and KCP&L’s most recent quarterly report on Form 10-Q or annual report on Form 10-K filed with the Securities and Exchange
Commission. Any forward-looking statement speaks only as of the date on which such statement is made. Great Plains Energy and KCP&L
undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or
otherwise.
Forward Looking Statements
 
 

 
3
 Strong Midwest electric utility holding company focused on regulated operations in Missouri and Kansas
 Diversified customer base includes 820,000 residential, commercial, and industrial customers
 ~6,000 Megawatts of generation capacity
 Low-cost generation mix - projected 76% coal, 17% nuclear (Wolf Creek) in 2009
100% Regulated
Electric Utility
Operations Focus
 Significant projected rate base growth from $3.6bn in 2008 to $6.8bn in 2012 - 15% CAGR
 Growth and stability in earnings driven by sizable regulated investments as part of the Comprehensive
  Energy Plan (“CEP”)
  Wind and environmental retrofit components of CEP in place; Iatan 2 baseload coal plant
        targeted for completion in summer 2010
 Anticipated growth beyond 2010 driven by additional environmental capex and wind
Attractive Platform
for Long-Term
Earnings Growth
Focused Regulatory
Approach
Stable and Improving
Financial Position
 Successful outcomes in 2006 and 2007 rate cases in Missouri and Kansas
 Combined annual rate increase of $159mm recently authorized in Missouri; new rates effective September 2009
 Settlement talks in process regarding $72mm increase requested in Kansas; hearings scheduled to begin June
  22 with new rates expected to be effective mid-August
 Cash flow and earnings heavily driven by regulated operations and rate recovery mechanisms
 Ample liquidity available under $1.5bn revolving credit facilities
 Sustainable dividend and pay-out, right-sized to fund growth and to preserve liquidity
 Committed to maintaining current investment grade credit ratings
Key Investment Highlights
 
 

 
4
Pro Forma 2008 Revenue by Customer Segment
Pro Forma 2008 Revenue by Utility Jurisdiction
Service Territories: KCP&L and GMO
Business Highlights
 Solid Midwest electric utility - KCP&L brand
 Transformational events in 2008 to focus business model on
  fully regulated utility operations
  Sale of Strategic Energy
  Acquisition of Aquila
 Company attributes post-acquisition
  800,000+ customers / 3,200+ employees
  ~6,000 MW of primarily low-cost baseload generation
  5-year projected synergies of $670 million
  ~$7.9bn in assets and $3.6bn in rate base at 2008YE
Total: $1.7bn
Total: $1.7bn
Regulated Electric Utility Operations
 
 

 
5
Reinvesting in the business and growing rate base ($bn)
CapEx breakdown (2009E-2011E) ($mm)
Path to future growth
 Rate base expected to grow at a 15% CAGR from 2008 to 2012
  Comprehensive Energy Plan (base load generation and environmental projects)
  100 MW wind completed in Q3 2006 - in rate base 1/1/07
  Selective Catalytic Reduction (SCR) at LaCygne 1 coal plant completed in 2007 - in rate base 1/1/08
  Air Quality Control System (AQCS) installed at Iatan 1 coal plant in 2009 - to be included in rate base 3Q09
  Iatan 2 coal plant scheduled for completion summer 2010 - expected to be included in rate base 4Q10
 Non-CEP rate base additions
  GMO - Crossroads peaker, Jeffrey and Sibley 3 environmental
  KCP&L - environmental at LaCygne 1 / LaCygne 2 / Montrose, additional wind (all beyond 2011)
  Diligent focus on managing regulatory relationships and process
Attractive Platform for Long-Term Growth
 CAGR = 15%
 Note: As of 10-K, 12/31/2008
 
 

 
6
Pending rate cases
Company
Last Allowed
ROE
Effective Date
of Last Allowed
ROE
ROE
requested
1
Requested revenue
increase
Stipulated / settled
revenue increase
Tariff implementation
RPS2
Fuel
Clause?
   
10.25%
6/1/07
11.55%
$66mm
$48mm
9/1/09
(Settled 5/09; MPSC
approval 6/10/09)
ü
Yes
(95%)
   
10.25%
6/1/07
11.55%
17mm
$15mm
9/1/09
(Settled 5/09; MPSC
approval 6/10/09)
ü
Yes
(95%)
   
3
N/A
11.55%
1mm
1mm
7/1/09
(Settled 5/09; MPSC
approval 6/10/09)
ü
Yes
(85%)
   
10.75%
1/1/08
11.55%
102mm
95mm
9/1/09
(Settled 4/09; MPSC
approval 6/10/09)
ü
No
   
3
N/A
11.40%
72mm
8/20/09
X
Yes
(100%)
GMO-MPS
GMO-L&P
GMO-Steam
KCP&L-KS
KCP&L-MO
Near-term regulatory timeline (2009)
1 ROE of 10.75% originally requested in all cases; requests increased in rebuttal testimony based on financial market developments
2 Missouri mandatory Renewable Portfolio Standard of 15% by 2021; Kansas has voluntary standard (however, mandatory RPS included in pending legislation)
3 “Black Box” settlement - ROE not disclosed
KCP&L KS hearings
06/22
-
07/02
KCP&L KS Order 08/14
New tariffs expected 08/20
Apr
May
Jun
Jul
Aug
Sep
Hearings
GMO -
Steam tariff effective
07/01
New tariffs effective for KCP&L -
MO and GMO -
Electric 09/01
KCP&L MO-04/20 (settled)
GMO-Steam-05/04-05/07 (settled)
GMO-5/11-5/15 (settled)
Focused Regulatory Approach
 
 

 
7
Missouri Regulatory Update
Rate Cases:
 KCP&L
 ●  Non-unanimous Stipulation and Agreement filed on April 2; MPSC approval June 10
   - $95 million rate increase (incl. $10 million addl. amortization) effective 9/1/09
   - Set maximum MO jurisdictional prudence exposure of Iatan 1 AQCS and
         common costs in next rate case at $30 million
   - Deferral of costs associated with AQCS and common assets that
     are in service, but not yet included in rate base
   - Establishes wholesale margin threshold of $30 million (total KCP&L; implied MO  
      jurisdictional portion of ~$17 million)
 GMO - MPS and SJLP
 ●  Non-unanimous Stipulation and Agreement filed on May 22; MPSC approval June 10
 - Rate increases of $48 million for MPS / $15 million for L&P effective 9/1/09
 - Same treatment as KCP&L of prudency of GMO’s portion of Iatan 1 AQCS and
   common costs; maximum exposure in next GMO MO rate case set at $15 million
 - Same treatment as KCP&L regarding deferral of GMO’s costs associated with
  Iatan 1 AQCS and common assets in-service but not in rate base
 - Continuation of GMO’s electric Fuel Adjustment Clauses
 GMO - Steam
 ●  Unanimous Stipulation and Agreement filed May 11; MPSC approval June 10
 - Rate increase of approximately $1 million effective 7/1/09
 
 

 
8
KS Regulatory Update
Kansas Rate Case:
 KCP&L - - KS
  On March 13 the Commission granted joint motion to amend
  procedural schedule:
 - Staff/Intervener cost audit testimony to be filed by May 29
 - Hearings June 22 - July 2
 - Commission order expected August 14
 
 

 
9
Project description 
Comments
 
 100 MW plant in Spearville, KS
 Began construction in 2005
ü Completed in Q3 2006
ü In rate base from 1/1/2007
ü No regulatory disallowance
 
 Selective Catalytic Reduction (SCR) unit at
 LaCygne 1 plant
ü Completed in Q2 2007
ü In rate base from 1/1/2008
ü No regulatory disallowance
 
 Air Quality Control System at Iatan 1 coal plant
ü Completed in Q2 2009
ü Expected in rate base from Q3 2009
ü No regulatory disallowance in 2009 MO case;
 minimal exposure in 2010 MO case
 Construction of Iatan 2 super-critical coal plant
 (850 MW; 73% GXP share of ownership)
1
ü On track for completion in Q3 2010
ü Expected in rate base Q4 2010
Iatan 2
Iatan 1
Environmental
LaCygne
Environmental
Wind
Great Plains Energy has effectively executed all elements of its Comprehensive Energy Plan to date
and received positive, just, and reasonable regulatory treatment
Comprehensive Energy Plan
1 Includes post-combustion environmental technologies including an SCR system, wet flue gas desulphurization system and fabric filter to control emissions
Strong Track Record of Execution
 
 

 
P_VOELTEKJ\GXP Roadshow Draft (May 8th) v2.ppt
Financial Update
 
 

 
11
 Issuance by GXP of 11.5mm1 shares of common stock at $14.00
 Issuance of 5.75mm1 Equity Units at $50.00
  Mandatory conversion to common stock on June 15, 2012
  Distribution rate of 12%
  Threshold appreciation price of $16.80 - 20% premium to common stock price at time of
      execution
Structure
 Represents most recent in a series of proactive steps by management to address economic and
  financial market uncertainty
  Cut dividend by 50% to $0.83 per share effective Q1 2009 (~$100mm p.a.)
  Disciplined O&M expense management
  Reduced/deferred planned capital expenditures
Rationale for
Offering
Proactive Response
to Challenging
Environment
 Accelerate equity funding needs to strengthen balance sheet and to enhance liquidity
 Strengthen credit metrics
 Fund capital expenditures to support rate base growth
 Capitalize on opportunistic access in uncertain market environment
1Includes 15% over-allotment option
Overview of May 2009 Dual-Tranche Offering
 
 

 
12
2009
2010
2011
Base utility construction expenditures
 Generating facilities 
$  104.3
 $ 129.5
$  247.0
 Distribution and transmission facilities
 161.7
 219.3
 301.1
 General facilities
 52.6
 47.1
 68.8
 Total base utility construction expenditures
 318.6
 395.9
 616.9
CEP construction expenditures
 latan No. 2 (KCP&L)
 276.8
 113.4
 -
 Environmental (KCP&L)
 43.1
 -
 -
 Customer programs & asset management (KCP&L)
 11.1
 5.1
 -
 Total CEP construction expenditures
 331.0
 118.5
 -
 Nuclear fuel
 20.6
 28.7
 22.9
 latan No. 2 (GMO)
 90.7
 37.3
 -
 Other environmental
 31.4
 41.4
 216.3
 Customer programs & asset management (GMO)
 6.3
 3.7
 4.3
 Total utility construction expenditures 
$  798.6
$  625.5
$  860.4
Note: As of 10-K, 12/31/2008
Projected Capital Expenditures
 
 

 
13
Strong liquidity position ($ mm)
Near-term debt and credit facility maturities ($mm)
Solid liquidity position and manageable near-term debt maturities
Note: As of 10-Q, 3/31/2009
1 Pro forma for net offering proceeds
$1,4001
Includes
$12.4 mm
KCP&L L/T
debt
Liquidity Overview
 
 

 
14
Capital Structure at 3/31/09
Great Plains Energy Debt - ($mm as of 3/31/09)
Credit Ratings
(1) GPE guarantees substantially all of GMO’s debt
(2) Weighted average rate  
(3) Includes current maturities of long-term debt  
Credit Ratings and Capital Structure
 
 

 
15
 Electric Utility segment earnings lower by $9.6 million due to weaker retail and wholesale sales, partially offset by lower
 purchased power expense and increased AFUDC at KCP&L. GMO reported a loss of $1.0 million or ($0.01) per share
 Other segment earnings increased primarily as a result of GMO non-utility operations’ contribution of $17.2 million,
  including $16.0 million / $0.13 per share benefit from 2003-04 tax audit settlement in March 2009
 Increased number of shares outstanding primarily from the GMO transaction resulted in $0.07 per share dilution
  (versus Q1 2008)
Q1 2009 Results