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8-K

 

 

UNITED STATES

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):

March 6, 2017

 

 

 

Commission

File Number

 

Exact Name of Registrant as Specified in its Charter,

State of Incorporation,

Address of Principal Executive Offices and

Telephone Number

 

I.R.S. Employer

Identification
No.

001-32206   GREAT PLAINS ENERGY INCORPORATED   43-1916803
  (A Missouri Corporation)  
  1200 Main Street  
  Kansas City, Missouri 64105  
  (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))

 

 

 


Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited consolidated financial statements and related financial statement schedule as of December 31, 2016 and 2015, and for the years ended December 31, 2016, 2015 and 2014, of Westar Energy, Inc. and the related Report of Independent Registered Public Accounting Firm included in its Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 22, 2017, are attached hereto as Exhibit 99.1.

(b) Pro Forma Financial Information.

Unaudited pro forma condensed combined financial information as of December 31, 2016 and for the year ended December 31, 2016 giving effect to certain pro forma events relating to Great Plains Energy Incorporated’s pending acquisition of Westar Energy, Inc. is attached hereto as Exhibit 99.2.

(d) Exhibits.

 

Exhibit No.

  

Description

23.1    Consent of Deloitte & Touche LLP.
99.1   

Audited consolidated financial statements and related financial statement schedule as of

December 31, 2016 and 2015, and for the years ended December 31, 2016, 2015 and 2014, of Westar Energy, Inc. and the related Report of Independent Registered Public Accounting Firm.

99.2    Unaudited pro forma condensed combined financial information.


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
Date: March 6, 2017      

/s/ Lori A. Wright

      Lori A. Wright
     

Vice President – Corporate Planning, Investor Relations

and Treasurer


EXHIBIT INDEX

 

Exhibit No.

  

Description

23.1    Consent of Deloitte & Touche LLP.
99.1   

Audited consolidated financial statements and related financial statement schedule as of

December 31, 2016 and 2015, and for the years ended December 31, 2016, 2015 and 2014, of Westar Energy, Inc. and the related Report of Independent Registered Public Accounting Firm.

99.2    Unaudited pro forma condensed combined financial information.
EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement, as amended, No. 333-202692 on Form S-3 of our report dated February 22, 2017 relating to the consolidated financial statements and financial statement schedule of Westar Energy, Inc. and subsidiaries, appearing in this Current Report on Form 8-K of Great Plains Energy Incorporated dated March 6, 2017.

/s/ Deloitte & Touche LLP

Kansas City, Missouri

March 6, 2017

EX-99.1

Exhibit 99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Westar Energy, Inc.

Topeka, Kansas

We have audited the accompanying consolidated balance sheets of Westar Energy, Inc. and subsidiaries (the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2016. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Westar Energy, Inc. and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2016, based on the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 22, 2017 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP

Kansas City, Missouri

February 22, 2017

 

1


WESTAR ENERGY, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands, Except Par Values)

 

     As of December 31,  
     2016      2015  
ASSETS      

CURRENT ASSETS:

     

Cash and cash equivalents

   $ 3,066      $ 3,231  

Accounts receivable, net of allowance for doubtful accounts of $6,667 and $5,294, respectively

     288,579        258,286  

Fuel inventory and supplies

     300,125        301,294  

Taxes receivable

     13,000        —    

Prepaid expenses

     16,528        16,864  

Regulatory assets

     117,383        109,606  

Other

     29,701        27,860  
  

 

 

    

 

 

 

Total Current Assets

     768,382        717,141  
  

 

 

    

 

 

 

PROPERTY, PLANT AND EQUIPMENT, NET

     9,248,359        8,524,902  
  

 

 

    

 

 

 

PROPERTY, PLANT AND EQUIPMENT OF VARIABLE INTEREST ENTITIES, NET

     257,904        268,239  
  

 

 

    

 

 

 

OTHER ASSETS:

     

Regulatory assets

     762,479        751,312  

Nuclear decommissioning trust

     200,122        184,057  

Other

     249,828        260,015  
  

 

 

    

 

 

 

Total Other Assets

     1,212,429        1,195,384  
  

 

 

    

 

 

 

TOTAL ASSETS

   $ 11,487,074      $ 10,705,666  
  

 

 

    

 

 

 
LIABILITIES AND EQUITY      

CURRENT LIABILITIES:

     

Current maturities of long-term debt

   $ 125,000      $ —    

Current maturities of long-term debt of variable interest entities

     26,842        28,309  

Short-term debt

     366,700        250,300  

Accounts payable

     220,522        220,969  

Accrued dividends

     52,885        49,829  

Accrued taxes

     85,729        83,773  

Accrued interest

     72,519        71,426  

Regulatory liabilities

     15,760        25,697  

Other

     81,236        106,632  
  

 

 

    

 

 

 

Total Current Liabilities

     1,047,193        836,935  
  

 

 

    

 

 

 

LONG-TERM LIABILITIES:

     

Long-term debt, net

     3,388,670        3,163,950  

Long-term debt of variable interest entities, net

     111,209        138,097  

Deferred income taxes

     1,752,776        1,591,430  

Unamortized investment tax credits

     210,654        209,763  

Regulatory liabilities

     223,693        267,114  

Accrued employee benefits

     512,412        462,304  

Asset retirement obligations

     323,951        275,285  

Other

     83,326        88,825  
  

 

 

    

 

 

 

Total Long-Term Liabilities

     6,606,691        6,196,768  
  

 

 

    

 

 

 

COMMITMENTS AND CONTINGENCIES (See Notes 14 and 16)

     

EQUITY:

     

Westar Energy, Inc. Shareholders’ Equity:

     

Common stock, par value $5 per share; authorized 275,000,000 shares; issued and outstanding 141,791,153 shares and 141,353,426 shares, respective to each date

     708,956        706,767  

Paid-in capital

     2,018,317        2,004,124  

Retained earnings

     1,078,602        945,830  
  

 

 

    

 

 

 

Total Westar Energy, Inc. Shareholders’ Equity

     3,805,875        3,656,721  

Noncontrolling Interests

     27,315        15,242  
  

 

 

    

 

 

 

Total Equity

     3,833,190        3,671,963  
  

 

 

    

 

 

 

TOTAL LIABILITIES AND EQUITY

   $ 11,487,074      $ 10,705,666  
  

 

 

    

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

2


WESTAR ENERGY, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in Thousands, Except Per Share Amounts)

 

     Year Ended December 31,  
     2016     2015     2014  

REVENUES

   $ 2,562,087     $ 2,459,164     $ 2,601,703  
  

 

 

   

 

 

   

 

 

 

OPERATING EXPENSES:

      

Fuel and purchased power

     509,496       561,065       705,450  

SPP network transmission costs

     232,763       229,043       218,924  

Operating and maintenance

     346,313       330,289       367,188  

Depreciation and amortization

     338,519       310,591       286,442  

Selling, general and administrative

     261,451       250,278       250,439  

Taxes other than income tax

     191,662       156,901       140,302  
  

 

 

   

 

 

   

 

 

 

Total Operating Expenses

     1,880,204       1,838,167       1,968,745  
  

 

 

   

 

 

   

 

 

 

INCOME FROM OPERATIONS

     681,883       620,997       632,958  
  

 

 

   

 

 

   

 

 

 

OTHER INCOME (EXPENSE):

      

Investment earnings

     9,013       7,799       10,622  

Other income

     34,582       19,438       31,522  

Other expense

     (18,012     (17,636     (18,389
  

 

 

   

 

 

   

 

 

 

Total Other Income

     25,583       9,601       23,755  
  

 

 

   

 

 

   

 

 

 

Interest expense

     161,726       176,802       183,118  
  

 

 

   

 

 

   

 

 

 

INCOME BEFORE INCOME TAXES

     545,740       453,796       473,595  

Income tax expense

     184,540       152,000       151,270  
  

 

 

   

 

 

   

 

 

 

NET INCOME

     361,200       301,796       322,325  

Less: Net income attributable to noncontrolling interests

     14,623       9,867       9,066  
  

 

 

   

 

 

   

 

 

 

NET INCOME ATTRIBUTABLE TO WESTAR ENERGY, INC.

   $ 346,577     $ 291,929     $ 313,259  
  

 

 

   

 

 

   

 

 

 

BASIC AND DILUTED EARNINGS PER AVERAGE COMMON SHARE OUTSTANDING ATTRIBUTABLE TO WESTAR ENERGY (see Note 2):

      

Basic earnings per common share

   $ 2.43     $ 2.11     $ 2.40  

Diluted earnings per common share

   $ 2.43     $ 2.09     $ 2.35  

AVERAGE EQUIVALENT COMMON SHARES OUTSTANDING

     142,067,558       137,957,515       130,014,941  

DIVIDENDS DECLARED PER COMMON SHARE

   $ 1.52     $ 1.44     $ 1.40  

The accompanying notes are an integral part of these consolidated financial statements.

 

3


WESTAR ENERGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

 

     Year Ended December 31,  
     2016     2015     2014  

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:

      

Net income

   $ 361,200     $ 301,796     $ 322,325  

Adjustments to reconcile net income to net cash provided by operating activities:

      

Depreciation and amortization

     338,519       310,591       286,442  

Amortization of nuclear fuel

     26,714       26,974       26,051  

Amortization of deferred regulatory gain from sale leaseback

     (5,495     (5,495     (5,495

Amortization of corporate-owned life insurance

     18,042       19,850       20,202  

Non-cash compensation

     9,353       8,345       7,280  

Net deferred income taxes and credits

     185,229       151,332       151,451  

Allowance for equity funds used during construction

     (11,630     (2,075     (17,029

Changes in working capital items:

      

Accounts receivable

     (30,294     9,042       (17,291

Fuel inventory and supplies

     1,790       (53,263     (8,773

Prepaid expenses and other

     (7,431     (23,145     36,717  

Accounts payable

     (8,149     6,636       6,189  

Accrued taxes

     (5,942     13,073       6,596  

Other current liabilities

     (86,359     (80,396     (31,624

Changes in other assets

     18,346       2,199       6,378  

Changes in other liabilities

     18,527       30,386       35,811  
  

 

 

   

 

 

   

 

 

 

Cash Flows from Operating Activities

     822,420       715,850       825,230  
  

 

 

   

 

 

   

 

 

 

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:

      

Additions to property, plant and equipment

     (1,086,970     (700,228     (852,052

Purchase of securities - trusts

     (46,581     (37,557     (9,075

Sale of securities - trusts

     47,026       37,930       11,125  

Investment in corporate-owned life insurance

     (14,648     (14,845     (16,250

Proceeds from investment in corporate-owned life insurance

     92,677       66,794       43,234  

Investment in affiliated company

     (655     (575     (8,000

Other investing activities

     (3,609     (1,223     (7,730
  

 

 

   

 

 

   

 

 

 

Cash Flows used in Investing Activities

     (1,012,760     (649,704     (838,748
  

 

 

   

 

 

   

 

 

 

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:

      

Short-term debt, net

     116,162       (7,300     122,406  

Proceeds from long-term debt

     396,290       543,881       417,943  

Proceeds from long-term debt of variable interest entities

     162,048       —         —    

Retirements of long-term debt

     (50,000     (635,891     (427,500

Retirements of long-term debt of variable interest entities

     (190,357     (27,933     (27,479

Repayment of capital leases

     (3,104     (2,591     (3,340

Borrowings against cash surrender value of corporate-owned life insurance

     57,850       59,431       59,766  

Repayment of borrowings against cash surrender value of corporate-owned life insurance

     (89,284     (64,593     (41,249

Issuance of common stock

     2,439       257,998       87,669  

Distributions to shareholders of noncontrolling interests

     (2,550     (1,076     (1,030

Cash dividends paid

     (204,340     (186,120     (171,507

Other financing activities

     (4,979     (3,277     (2,092
  

 

 

   

 

 

   

 

 

 

Cash Flows from (used in) Financing Activities

     190,175       (67,471     13,587  
  

 

 

   

 

 

   

 

 

 

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

     (165     (1,325     69  

CASH AND CASH EQUIVALENTS:

      

Beginning of period

     3,231       4,556       4,487  
  

 

 

   

 

 

   

 

 

 

End of period

   $ 3,066     $ 3,231     $ 4,556  
  

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4


WESTAR ENERGY, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Dollars in Thousands)

 

     Westar Energy, Inc. Shareholders              
     Common
stock shares
     Common
stock
     Paid-in
capital
    Retained
earnings
    Non-
controlling
interests
    Total
equity
 

Balance as of December 31, 2013

     128,254,229      $ 641,271      $ 1,696,727     $ 724,776     $ 5,757     $ 3,068,531  

Net income

     —          —          —         313,259       9,066       322,325  

Issuance of stock

     3,026,239        15,131        72,538       —         —         87,669  

Issuance of stock for compensation and reinvested dividends

     406,986        2,035        7,120       —         —         9,155  

Tax withholding related to stock compensation

     —          —          (2,092     —         —         (2,092

Dividends declared on common stock ($1.40 per share)

     —          —          —         (182,736     —         (182,736

Stock compensation expense

     —          —          7,193       —         —         7,193  

Tax benefit on stock compensation

     —          —          875       —         —         875  

Deconsolidation of noncontrolling interests

     —          —          —         —         (7,342     (7,342

Distributions to shareholders of noncontrolling interests

     —          —          —         —         (1,030     (1,030

Other

     —          —          (1,241     —         —         (1,241
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2014

     131,687,454        658,437        1,781,120       855,299       6,451       3,301,307  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     —          —          —         291,929       9,867       301,796  

Issuance of stock

     9,249,986        46,250        211,748       —         —         257,998  

Issuance of stock for compensation and reinvested dividends

     415,986        2,080        8,373       —         —         10,453  

Tax withholding related to stock compensation

     —          —          (3,277     —         —         (3,277

Dividends declared on common stock ($1.44 per share)

     —          —          —         (201,398     —         (201,398

Stock compensation expense

     —          —          8,250       —         —         8,250  

Tax benefit on stock compensation

     —          —          1,307       —         —         1,307  

Distributions to shareholders of noncontrolling interests

     —          —          —         —         (1,076     (1,076

Other

     —          —          (3,397     —         —         (3,397
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2015

     141,353,426        706,767        2,004,124       945,830       15,242       3,671,963  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     —          —          —         346,577       14,623       361,200  

Issuance of stock

     48,101        241        2,198       —         —         2,439  

Issuance of stock for compensation and reinvested dividends

     389,626        1,948        7,737       —         —         9,685  

Tax withholding related to stock compensation

     —          —          (4,979     —         —         (4,979

Dividends declared on common stock ($1.52 per share)

     —          —          —         (217,131     —         (217,131

Stock compensation expense

     —          —          9,237       —         —         9,237  

Distributions to shareholders of noncontrolling interests

     —          —          —         —         (2,550     (2,550

Cumulative effect of accounting change - stock compensation

     —          —          —         3,326       —         3,326  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2016

     141,791,153      $ 708,956      $ 2,018,317     $ 1,078,602     $ 27,315     $ 3,833,190  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

5


WESTAR ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS

We are the largest electric utility in Kansas. Unless the context otherwise indicates, all references in this Annual Report on Form 10-K to “the Company,” “we,” “us,” “our” and similar words are to Westar Energy, Inc. and its consolidated subsidiaries. The term “Westar Energy” refers to Westar Energy, Inc., a Kansas corporation incorporated in 1924, alone and not together with its consolidated subsidiaries.

We provide electric generation, transmission and distribution services to approximately 704,000 customers in Kansas. Westar Energy provides these services in central and northeastern Kansas, including the cities of Topeka, Lawrence, Manhattan, Salina and Hutchinson. Kansas Gas and Electric Company (KGE), Westar Energy’s wholly-owned subsidiary, provides these services in south-central and southeastern Kansas, including the city of Wichita. Both Westar Energy and KGE conduct business using the name Westar Energy. Our corporate headquarters is located at 818 South Kansas Avenue, Topeka, Kansas 66612.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

We prepare our consolidated financial statements in accordance with generally accepted accounting principles (GAAP) for the United States of America. Our consolidated financial statements include all operating divisions, majority owned subsidiaries and variable interest entities (VIEs) of which we maintain a controlling interest or are the primary beneficiary reported as a single reportable segment. Undivided interests in jointly-owned generation facilities are included on a proportionate basis. Intercompany accounts and transactions have been eliminated in consolidation.

Use of Management’s Estimates

When we prepare our consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities, at the date of our consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates on an ongoing basis, including those related to depreciation, unbilled revenue, valuation of investments, forecasted fuel costs included in our retail energy cost adjustment billed to customers, income taxes, pension and post-retirement benefits, our asset retirement obligations (AROs) including the decommissioning of Wolf Creek Generating Station (Wolf Creek), environmental issues, VIEs, contingencies and litigation. Actual results may differ from those estimates under different assumptions or conditions.

Regulatory Accounting

We apply accounting standards that recognize the economic effects of rate regulation. Accordingly, we have recorded regulatory assets and liabilities when required by a regulatory order or based on regulatory precedent. See Note 4, “Rate Matters and Regulation,” for additional information regarding our regulatory assets and liabilities.

Cash and Cash Equivalents

We consider investments that are highly liquid and have maturities of three months or less when purchased to be cash equivalents.

 

6


Fuel Inventory and Supplies

We state fuel inventory and supplies at average cost. Following are the balances for fuel inventory and supplies stated separately.

 

     As of December 31,  
     2016      2015  
     (In Thousands)  

Fuel inventory

   $ 107,086      $ 113,438  

Supplies

     193,039        187,856  
  

 

 

    

 

 

 

Fuel inventory and supplies

   $ 300,125      $ 301,294  
  

 

 

    

 

 

 

Property, Plant and Equipment

We record the value of property, plant and equipment, including that of VIEs, at cost. For plant, cost includes contracted services, direct labor and materials, indirect charges for engineering and supervision and an allowance for funds used during construction (AFUDC). AFUDC represents the allowed cost of capital used to finance utility construction activity. We compute AFUDC by applying a composite rate to qualified construction work in progress. We credit other income (for equity funds) and interest expense (for borrowed funds) for the amount of AFUDC capitalized as construction cost on the accompanying consolidated statements of income as follows:

 

     Year Ended December 31,  
     2016     2015     2014  
     (Dollars In Thousands)  

Borrowed funds

   $ 9,964     $ 3,505     $ 12,044  

Equity funds

     11,630       2,075       17,029  
  

 

 

   

 

 

   

 

 

 

Total

   $ 21,594     $ 5,580     $ 29,073  
  

 

 

   

 

 

   

 

 

 

Average AFUDC Rates

     4.2     2.7     6.7

We charge maintenance costs and replacements of minor items of property to expense as incurred, except for maintenance costs incurred for our planned refueling and maintenance outages at Wolf Creek. As authorized by regulators, we defer and amortize to expense ratably over the period between planned outages incremental maintenance costs incurred for such outages. When a unit of depreciable property is retired, we charge to accumulated depreciation the original cost less salvage value.

Depreciation

We depreciate utility plant using a straight-line method. The depreciation rates are based on an average annual composite basis using group rates that approximated 2.4% in 2016, 2.5% in 2015 and 2.4% in 2014.

Depreciable lives of property, plant and equipment are as follows.

 

     Years  

Fossil fuel generating facilities

     6        to        78  

Nuclear fuel generating facility

     55        to        71  

Wind generating facilities

     19        to        20  

Transmission facilities

     15        to        75  

Distribution facilities

     22        to        68  

Other

     5        to        30  

 

7


Nuclear Fuel

We record as property, plant and equipment our share of the cost of nuclear fuel used in the process of refinement, conversion, enrichment and fabrication. We reflect this at original cost and amortize such amounts to fuel expense based on the quantity of heat consumed during the generation of electricity as measured in millions of British thermal units. The accumulated amortization of nuclear fuel in the reactor was $40.0 million as of December 31, 2016, and $59.1 million as of December 31, 2015. The cost of nuclear fuel charged to fuel and purchased power expense was $26.8 million in 2016, $27.3 million in 2015 and $27.3 million in 2014.

Cash Surrender Value of Life Insurance

We recorded on our consolidated balance sheets in other long-term assets the following amounts related to corporate-owned life insurance (COLI) policies.

 

     As of December 31,  
     2016      2015  
     (In Thousands)  

Cash surrender value of policies

   $ 1,267,349      $ 1,299,408  

Borrowings against policies

     (1,137,360      (1,168,794
  

 

 

    

 

 

 

Corporate-owned life insurance, net

   $ 129,989      $ 130,614  
  

 

 

    

 

 

 

We record as income increases in cash surrender value and death benefits. We offset against policy income the interest expense that we incur on policy loans. Income from death benefits is highly variable from period to period.

Revenue Recognition

We record revenue at the time we deliver electricity to customers. We determine the amounts delivered to individual customers through systematic monthly readings of customer meters. At the end of each month, we estimate how much electricity we have delivered since the prior meter reading and record the corresponding unbilled revenue.

Our unbilled revenue estimate is affected by factors including fluctuations in energy demand, weather, line losses and changes in the composition of customer classes. We recorded estimated unbilled revenue of $74.4 million as of December 31, 2016, and $66.0 million as of December 31, 2015.

Allowance for Doubtful Accounts

We determine our allowance for doubtful accounts based on the age of our receivables. We charge receivables off when they are deemed uncollectible, which is based on a number of factors including specific facts surrounding an account and management’s judgment.

Income Taxes

We use the asset and liability method of accounting for income taxes. Under this method, we recognize deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. We recognize the future tax benefits to the extent that realization of such benefits is more likely than not. We amortize deferred investment tax credits over the lives of the related properties as required by tax laws and regulatory practices. We recognize production tax credits in the year that electricity is generated to the extent that realization of such benefits is more likely than not.

We record deferred tax assets to the extent capital losses, operating losses or tax credits will be carried forward to future periods. However, when we believe based on available evidence that we do not, or will not, have sufficient future capital gains or taxable income in the appropriate taxing jurisdiction to realize the entire benefit during the applicable carryforward period, we record a valuation allowance against the deferred tax asset.

 

8


The application of income tax law is complex. Laws and regulations in this area are voluminous and often ambiguous. Accordingly, we must make judgments regarding income tax exposure. Interpretations of and guidance surrounding income tax laws and regulations change over time. As a result, changes in our judgments can materially affect amounts we recognize in our consolidated financial statements. See Note 11, “Taxes,” for additional detail on our accounting for income taxes.

Sales Tax

We account for the collection and remittance of sales tax on a net basis. As a result, we do not reflect sales tax in our consolidated statements of income.

Earnings Per Share

We have participating securities in the form of unvested restricted share units (RSUs) with nonforfeitable rights to dividend equivalents that receive dividends on an equal basis with dividends declared on common shares. As a result, we apply the two-class method of computing basic and diluted earnings per share (EPS).

To compute basic EPS, we divide the earnings allocated to common stock by the weighted average number of common shares outstanding. Diluted EPS includes the effect of issuable common shares resulting from our forward sale agreements, if any, and RSUs with forfeitable rights to dividend equivalents. We compute the dilutive effect of potential issuances of common shares using the treasury stock method.

The following table reconciles our basic and diluted EPS from net income.

 

     Year Ended December 31,  
     2016      2015      2014  
     (Dollars In Thousands, Except Per Share Amounts)  

Net income

   $ 361,200      $ 301,796      $ 322,325  

Less: Net income attributable to noncontrolling interests

     14,623        9,867        9,066  
  

 

 

    

 

 

    

 

 

 

Net income attributable to Westar Energy, Inc.

     346,577        291,929        313,259  

Less: Net income allocated to RSUs

     714        646        790  
  

 

 

    

 

 

    

 

 

 

Net income allocated to common stock

   $ 345,863      $ 291,283      $ 312,469  
  

 

 

    

 

 

    

 

 

 

Weighted average equivalent common shares outstanding – basic

     142,067,558        137,957,515        130,014,941  

Effect of dilutive securities:

        

RSUs

     407,123        299,198        181,397  

Forward sale agreements

     —          1,021,510        2,628,187  
  

 

 

    

 

 

    

 

 

 

Weighted average equivalent common shares outstanding – diluted (a)

     142,474,681        139,278,223        132,824,525  
  

 

 

    

 

 

    

 

 

 

Earnings per common share, basic

   $ 2.43      $ 2.11      $ 2.40  

Earnings per common share, diluted

   $ 2.43      $ 2.09      $ 2.35  

 

(a) For the years ended December 31, 2016, 2015 and 2014, we had no antidilutive securities.

 

9


Supplemental Cash Flow Information

 

     Year Ended December 31,  
     2016      2015      2014  
     (In Thousands)  

CASH PAID FOR (RECEIVED FROM):

        

Interest on financing activities, net of amount capitalized

   $ 139,029      $ 161,484      $ 160,292  

Interest on financing activities of VIEs

     5,846        10,430        12,183  

Income taxes, net of refunds

     13,103        (410      458  

NON-CASH INVESTING TRANSACTIONS:

        

Property, plant and equipment additions

     151,474        105,169        143,192  

Property, plant and equipment of VIEs

     —          —          (7,342

NON-CASH FINANCING TRANSACTIONS:

        

Issuance of stock for compensation and reinvested dividends

     9,685        10,453        9,155  

Deconsolidation of VIEs

     —          —          (7,342

Assets acquired through capital leases

     2,744        3,130        8,717  

New Accounting Pronouncements

We prepare our consolidated financial statements in accordance with GAAP for the United States of America. To address current issues in accounting, the Financial Accounting Standards Board (FASB) issued the following new accounting pronouncements that may affect our accounting and/or disclosure.

Statement of Cash Flows

In August 2016, the FASB issued Accounting Standard Update (ASU) No. 2016-15, which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. Among other clarifications, the guidance requires that cash proceeds received from the settlement of COLI policies be classified as cash inflows from investing activities and that cash payments for premiums on COLI policies may be classified as cash outflows for investing activities, operating activities or a combination of both. The guidance is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. Retrospective application is required. We are evaluating the guidance and do not expect it to have a material impact on our consolidated financial statements.

Stock-based Compensation

In March 2016, the FASB issued ASU No. 2016-09 as part of its simplification initiative. The areas for simplification involve several aspects of the accounting for stock-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. We have elected to adopt effective January 1, 2016.

Prior to the adoption of ASU 2016-09, if the tax deduction for a stock-based payment award exceeded the compensation cost recorded for financial reporting, the additional tax benefit was recognized in additional paid-in capital and referred to as an excess tax benefit. Tax deficiencies were recognized either as an offset to the accumulated excess tax benefits, if any, or as reduction of income. The issuance of this ASU reflects the FASB’s decision that all prospective excess tax benefits and tax deficiencies should be recognized as income tax benefits or expense, respectively. Prior to the adoption of the ASU, additional paid-in-capital was not recognized to the extent that an excess tax benefit had not be realized (e.g., due to a carryforward of a net operating loss). Under the ASU, all excess tax benefits previously unrecognized because the related tax deduction had not reduced taxes payable are recognized on a modified retrospective basis as a cumulative-effect adjustment to retained earnings as of the date of adoption. Upon initial adoption, we recorded a $3.3 million cumulative effect adjustment to retained earnings for excess tax benefits that had not previously been recognized as well as a $3.3 million increase in deferred tax assets.

 

10


Further, the issuance of this ASU reflects the FASB’s decision that cash flows related to excess tax benefits should be classified as cash flows from operating activities on the consolidated statements of cash flows. Upon adoption, we have retrospectively presented cash flows from operating activities on the accompanying consolidated statements of cash flows for the years ended December 31, 2015 and 2014, as $1.3 million and $0.9 million higher than as previously reported, respectively. We have retrospectively presented cash flows used in financing activities as $1.3 million higher for the year ended December 31, 2015, than as previously reported and cash flows from financing activities as $0.9 million lower for the year ended December 31, 2014, than as previously reported.

Leases

In February 2016, the FASB issued ASU No. 2016-02, which requires a lessee to recognize right-of-use assets and lease liabilities, initially measured at present value of the lease payments, on its balance sheet for leases with terms longer than 12 months. Leases are to be classified as either financing or operating leases, with that classification affecting the pattern of expense recognition in the income statement. Accounting for leases by lessors is largely unchanged. The criteria used to determine lease classification will remain substantially the same, but will be more subjective under the new guidance. The guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The guidance requires a modified retrospective approach for all leases existing at the earliest period presented, or entered into by the date of initial adoption, with certain practical expedients permitted. In 2016, we started evaluating our current leases to assess the initial impact on our consolidated financial results. We continue to evaluate the guidance and believe application of the guidance will result in an increase to our assets and liabilities on our consolidated balance sheet, with minimal impact to our consolidated statement of income. We also continue to monitor unresolved industry issues, including renewables and PPAs, pole attachments, easements and right-of-ways, and will analyze the related impacts.

Financial Instruments - Credit Losses

In June 2016, the FASB issued ASU No. 2016-13, which requires financial assets measured at amortized cost be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis. The measurement of expected losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. We are evaluating the guidance and have not yet determined the impact on our consolidated financial statements.

Financial Instruments - Net Asset Value

In May 2015, the FASB issued ASU No. 2015-07, which removes the requirement to categorize certain investments measured at net asset value (NAV) per share within the fair value hierarchy. The guidance is effective for fiscal years beginning after December 15, 2015. We have adopted this guidance as of January 1, 2016. The guidance was adopted retrospectively. The adoption was limited to disclosure and does not have a material impact on our consolidated financial statements. See Note 5, “Financial Instruments and Trading Securities.”

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, which addresses revenue from contracts with customers. Subsequent ASUs have been released providing modifications and clarifications to ASU No. 2014-09. The objective of the new guidance is to establish principles to report useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue from contracts with customers. Under the new standard, an entity must identify the performance obligations in a contract, determine the transaction price and allocate the price to specific performance obligations to recognize the revenue when the obligation is completed. This guidance is effective for fiscal years beginning after December 15, 2017. Early application of the standard is permitted for fiscal years beginning after December 15, 2016. The standard permits the use of either the retrospective application or cumulative effect transition method. We have not yet selected a transition method. We continue to analyze the impact of the new revenue standard and related ASUs. During 2016, initial revenue contract assessments were completed. In summary, material revenue streams were identified and representative contract/transaction types were sampled. We also continue to monitor unresolved industry issues, including items related to contributions in aid of construction, collectability and alternative revenue programs, and will analyze the related impacts to revenue recognition. Based upon our completed assessments, we do not expect the impact on our consolidated financial statements to be material.

 

11


3. PENDING MERGER

On May 29, 2016, we entered into an agreement and plan of merger (merger) with Great Plains Energy Incorporated (Great Plains Energy), a Missouri corporation, providing for the merger of a wholly-owned subsidiary of Great Plains Energy with and into Westar Energy, with Westar Energy surviving as a wholly-owned subsidiary of Great Plains Energy. At the closing of the merger, our shareholders will receive cash and shares of Great Plains Energy. Each issued and outstanding share of our common stock, other than certain restricted shares, will be canceled and automatically converted into $51.00 in cash, without interest, and a number of shares of Great Plains Energy common stock equal to an exchange ratio that may vary between 0.2709 and 0.3148, based upon the volume-weighted average share price of Great Plains Energy common stock on the New York Stock Exchange for the 20 consecutive full trading days ending on (and including) the third trading day immediately prior to the closing date of the transaction. Based on the closing price per share of Great Plains Energy common stock on the trading day prior to announcement of the merger, our shareholders would receive an implied $60.00 for each share of Westar Energy common stock.

The merger agreement includes certain restrictions and limitations on our ability to declare dividend payments. The merger agreement, without prior approval of Great Plains Energy, limits our quarterly dividends declared in 2017 to $0.40 per share, which represents an annualized increase of $0.08 per share, consistent with last year’s dividend increase.

The closing of the merger is subject to customary conditions including, among others, receipt of required regulatory approvals. On June 28, 2016, we and Great Plains Energy filed a joint application with the Kansas Corporation Commission (KCC) requesting approval of the merger. Unless otherwise agreed to by the applicants, Kansas law imposes a 300-day time limit on the KCC’s review of the joint application. On September 27, 2016, the KCC issued an order setting a procedural schedule for the application, with a KCC order date of April 24, 2017. On December 16, 2016, KCC staff and its representatives filed testimony that, among other things, objected to the proposed merger, stated that no changes could be made to the joint application filed by us and Great Plains Energy that would satisfy the KCC staff and recommended that the KCC reject the merger. A number of intervening parties also filed testimony against approval of the merger. On January 9, 2017, we and Great Plains Energy filed rebuttal testimony in response to the KCC staff and the other intervenors explaining why we and Great Plains Energy believe the joint application meets the KCC’s merger standards and why the merger is in the public interest. An evidentiary hearing was held at the KCC from January 30, 2017 to February 7, 2017.

In addition, there are two open dockets in Missouri related to the merger. In the first docket, Great Plains Energy sought approval from the Public Service Commission of the State of Missouri (MPSC) to waive certain affiliate transaction rules following the closing of the merger. In this docket, on October 12, 2016, and on October 26, 2016, the MPSC staff and the Office of Public Counsel (OPC), respectively, announced that each had entered into a Stipulation and Agreement with Great Plains Energy that, among other things, provided that MPSC staff and the OPC would not file a complaint, or support another complaint, to assert that the MPSC has jurisdiction over the merger. The Stipulation and Agreements are subject to approval by the MPSC. Regarding the second docket, on October 11, 2016, a consumer group filed complaints against us and Great Plains Energy with the MPSC seeking to have the MPSC assert jurisdiction over the merger, and various parties have intervened in these complaints. The MPSC dismissed the complaint against us on December 6, 2016, but the complaint against Great Plains Energy remains open. On February 16, 2017, the MPSC indicated at a public meeting that it would assert jurisdiction over the merger, and it requested that an order be prepared to assert jurisdiction. Accordingly, we believe Great Plains Energy will also need approval of the MPSC in order to consummate the merger.

On July 11, 2016, we and Great Plains filed a joint application with the Federal Energy Regulatory Commission (FERC) requesting approval of the merger. Approval of the merger application requires action by the FERC commissioners because it is a contested application. The Federal Power Act requires a quorum of three or more commissioners to act on a contested application. Following the resignation of the FERC Chairman effective February 3, 2017, the FERC commission is comprised only of two commissioners and is therefore unable to act on the application. A new commissioner must be appointed by the President of the United States, with the advice and consent of the United States Senate, before FERC will be able to act on the application. If the FERC commissioners do not issue an order on the application within 180 days after the application was deemed complete because of the lack of a quorum, approval of the application may be deemed granted by operation of law, unless an order is issued extending the time for review. The FERC staff has authority to issue an order extending the period for review of the application. Under these circumstances, we do not believe it is likely that the FERC staff will allow approval of our application to be deemed granted. We are unable to predict when FERC will regain a quorum or how the change in commissioners will impact the review of the application.

On July 22, 2016, Wolf Creek filed a request with the Nuclear Regulatory Commission (NRC) to approve an indirect transfer of control of Wolf Creek’s operating license.

 

12


On September 26, 2016, we and Great Plains Energy filed the antitrust notifications required under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) to complete the merger. We and Great Plains Energy received early termination of the statutory waiting period under the HSR Act on October 21, 2016. Under the HSR Act, a new statutory waiting period will start one year from the date on which an existing waiting period expires, or October 21, 2017. Accordingly, if the merger has not closed prior to October 21, 2017, we and Great Plains Energy will need to re-file the necessary HSR Act notifications.

Also on September 26, 2016, the proposed merger was approved by our shareholders. Concurrently, shareholders of Great Plains Energy approved various matters necessary for Great Plains Energy to complete the merger.

The merger agreement, which contains customary representations, warranties and covenants, may be terminated by either party if the merger has not occurred by May 31, 2017. The termination date may be extended six months in order to obtain regulatory approvals. If the merger agreement is terminated under these circumstances, including the failure to obtain regulatory approvals, Great Plains Energy must pay us a termination fee of $380.0 million.

The merger agreement also provides for certain other termination rights for both us and Great Plains Energy. If (a) the merger agreement is terminated by either party because the end date occurred, or by us because Great Plains Energy is in breach of the merger agreement and (b) prior to such termination, an alternative acquisition proposal is made to Great Plains Energy or its board of directors or has been publicly disclosed and not withdrawn and within 12 months after termination of the merger agreement Great Plains Energy enters into an acquisition proposal, Great Plains Energy must pay us a termination fee of $180.0 million. In addition, if either party terminates the merger agreement because the end date occurred, or if Great Plains Energy terminates the merger agreement because we are in breach of the merger agreement, and (a) prior to such termination, an alternative acquisition proposal is made to us or our board of directors or is publicly disclosed and not withdrawn, and (b) within 12 months after termination of the merger agreement, we enter into a definitive agreement or consummate a transaction with respect to an acquisition proposal, we must pay Great Plains Energy a termination fee of $280.0 million.

In connection with this transaction, we have incurred merger-related expenses. During 2016, we incurred approximately $10.2 million of merger-related expenses, which are included in our selling, general, and administrative expenses.    We expect total merger-related expenses will be approximately $30.0 million, with the majority of the expenses to coincide with the closing of the merger.

See also Note 16, “Legal Proceedings,” for more information on litigation related to the merger.

 

13


4. RATE MATTERS AND REGULATION

Regulatory Assets and Regulatory Liabilities

Regulatory assets represent incurred costs that have been deferred because they are probable of future recovery in customer prices. Regulatory liabilities represent probable future reductions in revenue or refunds to customers through the price setting process. Regulatory assets and liabilities reflected on our consolidated balance sheets are as follows.

 

     As of December 31,  
     2016      2015  
     (In Thousands)  

Regulatory Assets:

     

Deferred employee benefit costs

   $ 381,129      $ 353,785  

Amounts due from customers for future income taxes, net

     124,020        144,120  

Debt reacquisition costs

     115,502        121,631  

Depreciation

     63,171        65,797  

Asset retirement obligations

     35,487        31,996  

Retail energy cost adjustment

     32,451        —    

Treasury yield hedges

     25,927        25,634  

Wolf Creek outage

     20,316        16,561  

Ad valorem tax

     17,637        44,455  

Disallowed plant costs

     15,453        15,639  

La Cygne environmental costs

     14,370        15,446  

Analog meter unrecovered investment

     8,500        1,454  

Energy efficiency program costs

     7,097        7,922  

Other regulatory assets

     18,802        16,478  
  

 

 

    

 

 

 

Total regulatory assets

   $ 879,862      $ 860,918  
  

 

 

    

 

 

 

Regulatory Liabilities:

     

Deferred regulatory gain from sale leaseback

   $ 70,065      $ 75,560  

Pension and other post-retirement benefits costs

     37,172        32,181  

Nuclear decommissioning

     34,094        30,659  

Jurisdictional allowance for funds used during construction

     33,119        32,673  

La Cygne leasehold dismantling costs

     27,742        25,330  

Kansas tax credits

     13,142        12,857  

Purchase power agreement

     9,265        9,972  

Removal costs

     5,663        53,834  

Retail energy cost adjustment

     —          12,686  

Other regulatory liabilities

     9,191        7,059  
  

 

 

    

 

 

 

Total regulatory liabilities

   $ 239,453      $ 292,811  
  

 

 

    

 

 

 

Below we summarize the nature and period of recovery for each of the regulatory assets listed in the table above.

 

    Deferred employee benefit costs: Includes $354.6 million for pension and post-retirement benefit obligations and $26.5 million for actual pension expense in excess of the amount of such expense recognized in setting our prices. The increase from 2015 to 2016 is attributable primarily to a decrease in the discount rates used to calculate our and Wolf Creek’s pension benefit obligations. During 2017, we will amortize to expense approximately $27.9 million of the benefit obligations and approximately $6.8 million of the excess pension expense. We are amortizing the excess pension expense over a five-year period. We do not earn a return on this asset.

 

14


    Amounts due from customers for future income taxes, net: In accordance with various orders, we have reduced our prices to reflect the income tax benefits associated with certain income tax deductions, thereby passing on these benefits to customers at the time we receive them. We believe it is probable that the net future increases in income taxes payable will be recovered from customers when these temporary income tax benefits reverse in future periods. We have recorded a regulatory asset, net of the regulatory liability, for these amounts. We also have recorded a regulatory liability for our obligation to customers for income taxes recovered in earlier periods when corporate income tax rates were higher than current income tax rates. This benefit will be returned to customers as these temporary differences reverse in future periods. The income tax-related regulatory assets and liabilities as well as unamortized investment tax credits are also temporary differences for which deferred income taxes have been provided. These items are measured by the expected cash flows to be received or settled in future prices. We do not earn a return on this net asset.

 

    Debt reacquisition costs: Includes costs incurred to reacquire and refinance debt. These costs are amortized over the term of the new debt. We do not earn a return on this asset.

 

    Depreciation: Represents the difference between regulatory depreciation expense and depreciation expense we record for financial reporting purposes. We earn a return on this asset and amortize the difference over the life of the related plant.

 

    Asset retirement obligations: Represents amounts associated with our AROs as discussed in Note 15, “Asset Retirement Obligations.” We recover these amounts over the life of the related plant. We do not earn a return on this asset.

 

    Retail energy cost adjustment: We are allowed to adjust our retail prices to reflect changes in the cost of fuel and purchased power needed to serve our customers. This item represents the actual cost of fuel consumed in producing electricity and the cost of purchased power in excess of the amounts we have collected from customers. We expect to recover in our prices this shortfall over a one-year period. We do not earn a return on this asset.

 

    Treasury yield hedges: Represents the effective portion of treasury yield hedge transactions. This amount will be amortized to interest expense over the term of the related debt. We do not earn a return on this asset.

 

    Wolf Creek outage: We defer the expenses associated with Wolf Creek’s scheduled refueling and maintenance outages and amortize these expenses during the period between planned outages. We do not earn a return on this asset.

 

    Ad valorem tax: Represents actual costs incurred for property taxes in excess of amounts collected in our prices. We expect to recover these amounts in our prices over a one-year period. We do not earn a return on this asset.

 

    Disallowed plant costs: Originally there was a decision to disallow certain costs related to the Wolf Creek plant. Subsequently, in 1987, the KCC revised its original conclusion and provided for recovery of an indirect disallowance with no return on investment. This regulatory asset represents the present value of the future expected revenues to be provided to recover these costs, net of the amounts amortized.

 

    La Cygne environmental costs: Represents the deferral of depreciation and amortization expense and associated carrying charges related to the La Cygne Generating Station (La Cygne) environmental project from the in-service date until late October 2015, the effective date of our state general rate review. This amount will be amortized over the life of the related asset. We earn a return on this asset.

 

    Analog meter unrecovered investment: Represents the deferral of unrecovered investment of analog meters retired between October 2015 and the next general rate case. Once these amounts are included in base rates established in our next general rate case, we will amortize these amounts over a five-year period. No return on this regulatory asset is allowed.

 

15


    Energy efficiency program costs: We accumulate and defer for future recovery costs related to our various energy efficiency programs. We will amortize such costs over a one-year period. We do not earn a return on this asset.

 

    Other regulatory assets: Includes various regulatory assets that individually are small in relation to the total regulatory asset balance. Other regulatory assets have various recovery periods. We do not earn a return on any of these assets.

Below we summarize the nature and period of amortization for each of the regulatory liabilities listed in the table above.

 

    Deferred regulatory gain from sale leaseback: Represents the gain KGE recorded on the 1987 sale and leaseback of its 50% interest in La Cygne unit 2. We amortize the gain over the lease term.

 

    Pension and other post-retirement benefits costs: Includes $7.4 million for pension and post-retirement benefit obligations and $29.8 million for pension and post-retirement expense recognized in setting our prices in excess of actual pension and post-retirement expense. During 2017, we will amortize to expense approximately $0.6 million of the benefit obligations and approximately $3.4 million of the excess pension and post-retirement expense recognized in setting our prices. We will amortize the excess pension and post-retirement expense over a five-year period.

 

    Nuclear decommissioning: We have a legal obligation to decommission Wolf Creek at the end of its useful life. This amount represents the difference between the fair value of the assets held in a decommissioning trust and the amount recorded for the accumulated accretion and depreciation expense associated with our ARO. See Notes 5, 6 and 15, “Financial Instruments and Trading Securities,” “Financial Investments” and “Asset Retirement Obligations,” respectively, for information regarding our nuclear decommissioning trust (NDT) and our ARO.

 

    Jurisdictional allowance for funds used during construction: This item represents AFUDC that is accrued subsequent to the time the associated construction charges are included in our rates and prior to the time the related assets are placed in service. The AFUDC is amortized to depreciation expense over the useful life of the asset that is placed in service.

 

    La Cygne leasehold dismantling costs: We are contractually obligated to dismantle a portion of La Cygne unit 2. This item represents amounts collected but not yet spent to dismantle this unit and the obligation will be discharged as we dismantle the unit.

 

    Kansas tax credits: This item represents Kansas tax credits on investments in utility plant. Amounts will be credited to customers subsequent to their realization over the remaining lives of the utility plant giving rise to the tax credits.

 

    Purchase power agreement: This item represents the amount included in retail electric rates from customers in excess of the costs incurred by us under the purchase power agreement with Westar Generating. We amortize the amount over a three-year period.

 

    Removal costs: Represents amounts collected, but not yet spent, to dispose of plant assets that do not represent legal retirement obligations. This liability will be discharged as removal costs are incurred.

 

    Retail energy cost adjustment: We are allowed to adjust our retail prices to reflect changes in the cost of fuel and purchased power needed to serve our customers. We bill customers based on our estimated costs. This item represents the amount we collected from customers that was in excess of our actual cost of fuel and purchased power. We will refund to customers this excess recovery over a one-year period.

 

    Other regulatory liabilities: Includes various regulatory liabilities that individually are relatively small in relation to the total regulatory liability balance. Other regulatory liabilities will be credited over various periods.

 

16


KCC Proceedings

General and Abbreviated Rate Reviews

In October 2016, we filed an abbreviated rate review with the KCC to update our prices to include capital costs related to La Cygne environmental upgrades, investment to extend the life of Wolf Creek, costs related to programs to improve grid resiliency and costs associated with investments in other environmental projects during 2015. If approved, we estimate that the new prices will increase our annual retail revenues by approximately $17.4 million. The KCC is required to issue an order on our request within 240 days of our filing, which is in June 2017.

In September 2015, the KCC issued an order in our state general rate review allowing us to adjust our prices to include, among other things, additional investment in La Cygne environmental upgrades and investment to extend the life of Wolf Creek. The new prices were effective late October 2015 and are expected to increase our annual retail revenues by approximately $78.3 million.

Environmental Costs

In October 2015, in connection with the state general rate review, we agreed to no longer make annual filings with the KCC to adjust our prices to include costs associated with investments in air quality equipment made during the prior year. The existing balance of costs associated with these investments were rolled into our base prices. In the future, we will need to seek approval from the KCC for individual projects. In the most recent three years, the KCC issued orders related to such filings allowing us to increase our annual retail revenues by approximately:

 

    $10.8 million effective in June 2015; and

 

    $11.0 million effective in June 2014.

Transmission Costs

We make annual filings with the KCC to adjust our prices to include updated transmission costs as reflected in our transmission formula rate (TFR) discussed below. In the most recent three years, the KCC issued orders related to such filings allowing us to increase our annual retail revenues by approximately:

 

    $7.0 million effective in April 2016;

 

    $7.2 million effective in April 2015; and

 

    $41.0 million effective in April 2014.

In June 2016, the KCC approved an order allowing us to adjust our retail prices to include updated transmission costs as reflected in the TFR, along with the reduced return on equity (ROE) as described below. The updated prices were retroactively effective April 2016. We have begun refunding our previously-recorded refund obligation and as of December 31, 2016, we have a remaining refund obligation of $1.3 million, which is included in current regulatory liabilities on our balance sheet.

Property Tax Surcharge

We make annual filings with the KCC to adjust our prices to include the cost incurred for property taxes. In October 2015, in connection with the state general rate review, the existing balance of costs incurred for property taxes were rolled into our base prices. In the most recent four years, the KCC issued orders related to such filings allowing us to adjust our annual retail revenues by approximately:

 

    $26.8 million decrease effective in January 2017;

 

    $5.0 million increase effective in January 2016;

 

    $4.9 million increase effective in January 2015; and

 

    $12.7 million increase effective in January 2014.

 

17


FERC Proceedings

In October of each year, we post an updated TFR that includes projected transmission capital expenditures and operating costs for the following year. This rate provides the basis for our annual request with the KCC to adjust our retail prices to include updated transmission costs as noted above. In the most recent four years, we posted our TFR, which was expected to adjust our annual transmission revenues by approximately:

 

    $29.6 million increase effective in January 2017;

 

    $24.0 million increase effective in January 2016;

 

    $4.6 million decrease effective in January 2015; and

 

    $44.3 million increase effective in January 2014.

In March 2016, the FERC approved a settlement reducing our base ROE used in determining our TFR. The settlement results in an ROE of 10.3%, which consists of a 9.8% base ROE plus a 0.5% incentive ROE for participation in a regional transmission organization (RTO). The updated prices were retroactively effective January 2016. This adjustment also reflects estimated recovery of increased transmission capital expenditures and operating costs. We have begun refunding our previously recorded refund obligation and as of December 31, 2016, we have a remaining refund obligation of $1.2 million, which is included in current regulatory liabilities on our balance sheet.

5. FINANCIAL INSTRUMENTS AND TRADING SECURITIES

Values of Financial Instruments

GAAP establishes a hierarchical framework for disclosing the transparency of the inputs utilized in measuring assets and liabilities at fair value. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of assets and liabilities within the fair value hierarchy levels. In addition, we measure certain investments that do not have a readily determinable fair value at NAV, which are not included in the fair value hierarchy. Further explanation of these levels and NAV is summarized below.

 

    Level 1 - Quoted prices are available in active markets for identical assets or liabilities. The types of assets and liabilities included in level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on public exchanges.

 

    Level 2 - Pricing inputs are not quoted prices in active markets, but are either directly or indirectly observable. The types of assets and liabilities included in level 2 are typically liquid investments in funds which have a readily determinable fair value calculated using daily NAVs, other financial instruments that are comparable to actively traded securities or contracts, such as treasury securities with pricing interpolated from recent trades of similar securities, or other financial instruments priced with models using highly observable inputs.

 

    Level 3 - Significant inputs to pricing have little or no transparency. The types of assets and liabilities included in level 3 are those with inputs requiring significant management judgment or estimation.

 

    Net Asset Value - Investments that do not have a readily determinable fair value are measured at NAV. These investments do not consider the observability of inputs, therefore, they are not included within the fair value hierarchy. We include in this category investments in private equity, real estate and alternative investment funds that do not have a readily determinable fair value. The underlying alternative investments include collateralized debt obligations, mezzanine debt and a variety of other investments.

We record cash and cash equivalents, short-term borrowings and variable-rate debt on our consolidated balance sheets at cost, which approximates fair value. We measure the fair value of fixed-rate debt, a level 2 measurement, based on quoted market prices for the same or similar issues or on the current rates offered for instruments of the same remaining maturities and redemption provisions. The recorded amount of accounts receivable and other current financial instruments approximates fair value.

 

18


We measure fair value based on information available as of the measurement date. The following table provides the carrying values and measured fair values of our fixed-rate debt.

 

     As of December 31, 2016      As of December 31, 2015  
     Carrying Value      Fair Value      Carrying Value      Fair Value  
     (In Thousands)  

Fixed-rate debt

   $ 3,430,000      $ 3,597,441      $ 3,080,000      $ 3,259,533  

Fixed-rate debt of VIEs

     137,962        139,733        166,271        179,030  

 

19


Recurring Fair Value Measurements

The following table provides the amounts and their corresponding level of hierarchy for our assets that are measured at fair value.

 

As of December 31, 2016

   Level 1      Level 2      Level 3      NAV      Total  
     (In Thousands)  

Nuclear Decommissioning Trust:

              

Domestic equity funds

   $ —        $ 56,312      $ —        $ 5,056      $ 61,368  

International equity funds

     —          35,944        —          —          35,944  

Core bond fund

     —          27,423        —          —          27,423  

High-yield bond fund

     —          18,188        —          —          18,188  

Emerging market bond fund

     —          14,738        —          —          14,738  

Combination debt/equity/other funds

     —          13,484        —          —          13,484  

Alternative investment fund

     —          —          —          18,958        18,958  

Real estate securities fund

     —          —          —          9,946        9,946  

Cash equivalents

     73        —          —          —          73  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Nuclear Decommissioning Trust

     73        166,089        —          33,960        200,122  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Trading Securities:

              

Domestic equity funds

     —          18,364        —          —          18,364  

International equity fund

     —          4,467        —          —          4,467  

Core bond fund

     —          11,504        —          —          11,504  

Cash equivalents

     156        —          —          —          156  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Trading Securities

     156        34,335        —          —          34,491  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Assets Measured at Fair Value

   $ 229      $ 200,424      $ —        $ 33,960      $ 234,613  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

As of December 31, 2015

   Level 1      Level 2      Level 3      NAV      Total  
     (In Thousands)  

Nuclear Decommissioning Trust:

              

Domestic equity funds

   $ —        $ 50,872      $ —        $ 6,050      $ 56,922  

International equity funds

     —          33,595        —          —          33,595  

Core bond fund

     —          25,976        —          —          25,976  

High-yield bond fund

     —          15,288        —          —          15,288  

Emerging market bond fund

     —          13,584        —          —          13,584  

Combination debt/equity/other funds

     —          11,343        —          —          11,343  

Alternative investment fund

     —          —          —          16,439        16,439  

Real estate securities fund

     —          —          —          10,823        10,823  

Cash equivalents

     87        —          —          —          87  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Nuclear Decommissioning Trust

     87        150,658        —          33,312        184,057  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Trading Securities:

              

Domestic equity funds

     —          17,876        —          —          17,876  

International equity fund

     —          4,430        —          —          4,430  

Core bond fund

     —          11,423        —          —          11,423  

Cash equivalents

     159        —          —          —          159  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Trading Securities

     159        33,729        —          —          33,888  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Assets Measured at Fair Value

   $ 246      $ 184,387      $ —        $ 33,312      $ 217,945  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

20


Some of our investments in the NDT are measured at NAV and do not have readily determinable fair values. These investments are either with investment companies or companies that follow accounting guidance consistent with investment companies. In certain situations, these investments may have redemption restrictions. The following table provides additional information on these investments.

 

     As of December 31, 2016      As of December 31, 2015      As of December 31, 2016  
     Fair Value      Unfunded
Commitments
     Fair Value      Unfunded
Commitments
     Redemption
Frequency
    Length of
Settlement
 
     (In Thousands)               

Nuclear Decommissioning Trust:

                

Domestic equity funds

   $ 5,056      $ 3,529      $ 6,050      $ 1,948        (a)       (a)  

Alternative investment fund (b)

     18,958        —          16,439        —          Quarterly       65 days  

Real estate securities fund (b)

     9,946        —          10,823        —          Quarterly       65 days  
  

 

 

    

 

 

    

 

 

    

 

 

      

Total Nuclear Decommissioning Trust

   $ 33,960      $ 3,529      $ 33,312      $ 1,948       

 

(a) This investment is in four long-term private equity funds that do not permit early withdrawal. Our investments in these funds cannot be distributed until the underlying investments have been liquidated, which may take years from the date of initial liquidation. Two funds have begun to make distributions. Our initial investment in the third fund occurred in 2013. Our initial investment in the fourth fund occurred in the second quarter of 2016. The term of the third and fourth fund is 15 years, subject to the general partner’s right to extend the term for up to three additional one-year periods.
(b) There is a holdback on final redemptions.

Derivative Instruments

Price Risk

We use various types of fuel, including coal, natural gas, uranium and diesel to operate our plants and also purchase power to meet customer demand. Our prices and consolidated financial results are exposed to market risks from commodity price changes for electricity and other energy-related products as well as from interest rates. Volatility in these markets impacts our costs of purchased power, costs of fuel for our generating plants and our participation in energy markets. We strive to manage our customers’ and our exposure to market risks through regulatory, operating and financing activities and, when we deem appropriate, we economically hedge a portion of these risks through the use of derivative financial instruments for non-trading purposes.

Interest Rate Risk

We have entered into numerous fixed and variable rate debt obligations. For details, see Note 10, “Long-Term Debt.” We manage our interest rate risk related to these debt obligations by limiting our exposure to variable interest rate debt, diversifying maturity dates and entering into treasury yield hedge transactions. We may also use other financial derivative instruments such as interest rate swaps.

6. FINANCIAL INVESTMENTS

We report our investments in equity and debt securities at fair value and use the specific identification method to determine their realized gains and losses. We classify these investments as either trading securities or available-for-sale securities as described below.

Trading Securities

We hold equity and debt investments that we classify as trading securities in a trust used to fund certain retirement benefit obligations. These obligations totaled $26.8 million and $27.4 million as of December 31, 2016 and 2015, respectively. For additional information on our benefit obligations, see Note 12, “Employee Benefit Plans.”

As of December 31, 2016 and 2015, we measured the fair value of trust assets at $34.5 million and $33.9 million, respectively. We include unrealized gains or losses on these securities in investment earnings on our consolidated statements of income. For the years ended December 31, 2016, 2015 and 2014, we recorded unrealized gains of $2.5 million, $0.4 million and $2.6 million, respectively, on assets still held.

 

21


Available-for-Sale Securities

We hold investments in a trust for the purpose of funding the decommissioning of Wolf Creek. We have classified these investments as available-for-sale and have recorded all such investments at their fair market value as of December 31, 2016 and 2015.

Using the specific identification method to determine cost, we realized a loss on our available-for-sale securities of $1.5 million and $0.9 million in 2016 and 2015, respectively. In 2014, we realized a gain on our available-for-sale securities of $0.1 million. We record net realized and unrealized gains and losses in regulatory liabilities on our consolidated balance sheets. This reporting is consistent with the method we use to account for the decommissioning costs we recover in our prices. Gains or losses on assets in the trust fund are recorded as increases or decreases, respectively, to regulatory liabilities and could result in lower or higher funding requirements for decommissioning costs, which we believe would be reflected in the prices paid by our customers.

The following table presents the cost, gross unrealized gains and losses, fair value and allocation of investments in the NDT fund as of December 31, 2016 and 2015.

 

            Gross Unrealized               

Security Type

   Cost      Gain      Loss     Fair Value      Allocation  
     (Dollars In Thousands)         

As of December 31, 2016:

             

Domestic equity funds

   $ 53,192      $ 8,295      $ (119   $ 61,368        31

International equity funds

     34,502        2,075        (633     35,944        18

Core bond fund

     27,952        —          (529     27,423        14

High-yield bond fund

     18,358        —          (170     18,188        9

Emerging market bond fund

     16,397        —          (1,659     14,738        7

Combination debt/equity/other funds

     9,171        4,313        —         13,484        7

Alternative investment fund

     15,000        3,958        —         18,958        9

Real estate securities fund

     9,500        446        —         9,946        5

Cash equivalents

     73        —          —         73        <1
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 184,145      $ 19,087      $ (3,110   $ 200,122        100
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

As of December 31, 2015:

             

Domestic equity funds

   $ 49,488      $ 7,436      $ (2   $ 56,922        32

International equity funds

     33,458        1,372        (1,235     33,595        18

Core bond fund

     26,397        —          (421     25,976        14

High-yield bond fund

     17,047        —          (1,759     15,288        8

Emerging market bond fund

     16,306        —          (2,722     13,584        7

Combination debt/equity/other funds

     8,239        3,104        —         11,343        6

Alternative investment fund

     15,000        1,439        —         16,439        9

Real estate securities fund

     11,026        —          (203     10,823        6

Cash equivalents

     87        —          —         87        <1
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 177,048      $ 13,351      $ (6,342   $ 184,057        100
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

 

22


The following table presents the fair value and the gross unrealized losses of the available-for-sale securities held in the NDT fund aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2016 and 2015.

 

     Less than 12 Months     12 Months or Greater     Total  
     Fair Value      Gross
Unrealized
Losses
    Fair Value      Gross
Unrealized
Losses
    Fair Value      Gross
Unrealized
Losses
 
     (In Thousands)  

As of December 31, 2016:

               

Domestic equity funds

   $ 1,788      $ (119   $ —        $ —       $ 1,788      $ (119

International equity funds

     —          —         7,489        (633     7,489        (633

Core bond funds

     27,423        (529     —          —         27,423        (529

High-yield bond fund

     —          —         18,188        (170     18,188        (170

Emerging market bond fund

     —          —         14,738        (1,659     14,738        (1,659
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 29,211      $ (648   $ 40,415      $ (2,462   $ 69,626      $ (3,110
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

As of December 31, 2015:

               

Domestic equity funds

   $ —        $ —       $ 668      $ (2   $ 668      $ (2

International equity funds

     —          —         6,717        (1,235     6,717        (1,235

Core bond funds

     25,976        (421     —          —         25,976        (421

High-yield bond fund

     15,288        (1,759     —          —         15,288        (1,759

Emerging market bond fund

     —          —         13,584        (2,722     13,584        (2,722

Real estate securities fund

     —          —         10,823        (203     10,823        (203
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 41,264      $ (2,180   $ 31,792      $ (4,162   $ 73,056      $ (6,342
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

7. PROPERTY, PLANT AND EQUIPMENT

The following is a summary of our property, plant and equipment balance.

 

     As of December 31,  
     2016      2015  
     (In Thousands)  

Electric plant in service

   $ 11,986,046      $ 11,449,933  

Electric plant acquisition adjustment

     802,318        802,318  

Accumulated depreciation

     (4,404,977      (4,178,885
  

 

 

    

 

 

 
     8,383,387        8,073,366  

Construction work in progress

     773,095        349,402  

Nuclear fuel, net

     61,952        68,349  

Plant to be retired, net (a)

     29,925        33,785  
  

 

 

    

 

 

 

Net property, plant and equipment

   $ 9,248,359      $ 8,524,902  
  

 

 

    

 

 

 

 

(a) Represents the planned retirement of analog meters prior to the end of their remaining useful lives due to modernization of meter technology.

 

23


The following is a summary of property, plant and equipment of VIEs.

 

     As of December 31,  
     2016      2015  
     (In Thousands)  

Electric plant of VIEs

   $ 497,999      $ 497,999  

Accumulated depreciation of VIEs

     (240,095      (229,760
  

 

 

    

 

 

 

Net property, plant and equipment of VIEs

   $ 257,904      $ 268,239  
  

 

 

    

 

 

 

We recorded depreciation expense on property, plant and equipment of $316.7 million in 2016, $287.9 million in 2015 and $263.8 million in 2014. Approximately $9.5 million, $9.6 million and $9.7 million of depreciation expense in 2016, 2015 and 2014, respectively, was attributable to property, plant and equipment of VIEs.

8. JOINT OWNERSHIP OF UTILITY PLANTS

Under joint ownership agreements with other utilities, we have undivided ownership interests in four electric generating stations. Energy generated and operating expenses are divided on the same basis as ownership with each owner reflecting its respective costs in its statements of income and each owner responsible for its own financing. Information relative to our ownership interests in these facilities as of December 31, 2016, is shown in the table below.

 

Plant

   In-Service
Dates
     Investment      Accumulated
Depreciation
     Construction
Work in Progress
     Net
MW
     Ownership
Percentage
 
            (Dollars in Thousands)                

La Cygne unit 1 (a)

     June 1973      $ 613,348      $ 163,234      $ 39,096        368        50  

JEC unit 1 (a)

     July 1978        817,402        203,410        7,131        670        92  

JEC unit 2 (a)

     May 1980        567,298        200,296        4,198        675        92  

JEC unit 3 (a)

     May 1983        740,170        325,701        4,108        659        92  

Wolf Creek (b)

     Sept. 1985        1,922,877        842,595        82,756        551        47  

State Line (c)

     June 2001        111,444        62,332        861        196        40  
     

 

 

    

 

 

    

 

 

    

 

 

    

Total

      $ 4,772,539      $ 1,797,568      $ 138,150        3,119     
     

 

 

    

 

 

    

 

 

    

 

 

    

 

(a) Jointly owned with Kansas City Power & Light Company (KCPL). Our 8% leasehold interest in Jeffrey Energy Center (JEC) that is consolidated as a VIE is reflected in the net megawatts (MW) and ownership percentage provided above, but not in the other amounts in the table.
(b) Jointly owned with KCPL and Kansas Electric Power Cooperative, Inc.
(c) Jointly owned with Empire District Electric Company.

We include in operating expenses on our consolidated statements of income our share of operating expenses of the above plants. Our share of fuel expense for the above plants is generally based on the amount of power we take from the respective plants. Our share of other transactions associated with the plants is included in the appropriate classification on our consolidated financial statements.

In addition, we also consolidate a VIE that holds our 50% leasehold interest in La Cygne unit 2, which represents 324 MW of net capacity. The VIE’s investment in the 50% interest was $392.1 million and accumulated depreciation was $208.7 million as of December 31, 2016. We include these amounts in property, plant and equipment of VIEs, net on our consolidated balance sheets. See Note 18, “Variable Interest Entities,” for additional information about VIEs.

9. SHORT-TERM DEBT

In December 2016, Westar Energy extended the term of the $270.0 million revolving credit facility to terminate in February 2018. So long as there is no default under the facility, Westar Energy may extend the facility up to an additional year and may increase the aggregate amount of borrowings under the facility to $400.0 million, subject to lender participation. All borrowings under the facility are secured by KGE first mortgage bonds. As of December 31, 2016 and 2015, Westar Energy had no borrowed amounts or letters of credit outstanding under this revolving credit facility.

 

24


In September 2015, Westar Energy extended the term of its $730.0 million revolving credit facility to terminate in September 2019, $20.7 million of which will expire in September 2017. As long as there is no default under the facility, Westar Energy may extend the facility up to an additional year and may increase the aggregate amount of borrowings under the facility to $1.0 billion, both subject to lender participation. All borrowings under the facility are secured by KGE first mortgage bonds. As of December 31, 2016, no amounts had been borrowed and $12.3 million of letters of credit had been issued under this revolving credit facility. As of December 31, 2015, no amounts had been borrowed and $19.2 million of letters of credit had been issued under this revolving credit facility.

Westar Energy maintains a commercial paper program pursuant to which it may issue commercial paper up to a maximum aggregate amount outstanding at any one time of $1.0 billion. This program is supported by Westar Energy’s revolving credit facilities. Maturities of commercial paper issuances may not exceed 365 days from the date of issuance and proceeds from such issuances will be used to temporarily fund capital expenditures, to redeem debt on an interim basis, for working capital and/or for other general corporate purposes. Westar Energy had $366.7 million and $250.3 million of commercial paper issued and outstanding as of December 31, 2016 and 2015, respectively.

In addition, total combined borrowings under Westar Energy’s commercial paper program and revolving credit facilities may not exceed $1.0 billion at any given time. The weighted average interest rate on short-term borrowings outstanding as of December 31, 2016 and 2015, was 0.96% and 0.77%, respectively. Additional information regarding our short-term debt is as follows.

 

     Year Ended December 31,  
     2016     2015  
     (Dollars in Thousands)  

Weighted average short-term debt outstanding

   $ 284,700     $ 350,380  

Weighted daily average interest rates, excluding fees

     0.78     0.48

Our interest expense on short-term debt was $3.6 million in 2016, $3.0 million in 2015 and $2.0 million in 2014.

 

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10. LONG-TERM DEBT

Outstanding Debt

The following table summarizes our long-term debt outstanding.

 

     As of December 31,  
     2016     2015  
     (In Thousands)  

Westar Energy

    

First mortgage bond series:

    

5.15% due 2017

   $ 125,000     $ 125,000  

5.10% due 2020

     250,000       250,000  

3.25% due 2025

     250,000       250,000  

2.55% due 2026

     350,000       —    

4.125% due 2042

     550,000       550,000  

4.10% due 2043

     430,000       430,000  

4.625% due 2043

     250,000       250,000  

4.25% due 2045

     300,000       300,000  
  

 

 

   

 

 

 
     2,505,000       2,155,000  
  

 

 

   

 

 

 

Pollution control bond series:

    

Variable due 2032, 1.14% as of December 31, 2016; 0.02% as of December 31, 2015

     45,000       45,000  

Variable due 2032, 1.32% as of December 31, 2016; 0.02% as of December 31, 2015

     30,500       30,500  
  

 

 

   

 

 

 
     75,500       75,500  
  

 

 

   

 

 

 

KGE

    

First mortgage bond series:

    

6.70% due 2019

     300,000       300,000  

6.15% due 2023

     50,000       50,000  

6.53% due 2037

     175,000       175,000  

6.64% due 2038

     100,000       100,000  

4.30% due 2044

     250,000       250,000  
  

 

 

   

 

 

 
     875,000       875,000  
  

 

 

   

 

 

 

Pollution control bond series:

    

Variable due 2027, 1.46% as of December 31, 2016; 0.02% as of December 31, 2015

     21,940       21,940  

4.85% due 2031

     —         50,000  

2.50% due 2031

     50,000       —    

Variable due 2032, 1.46% as of December 31, 2016; 0.02% as of December 31, 2015

     14,500       14,500  

Variable due 2032, 1.46% as of December 31, 2016; 0.02% as of December 31, 2015

     10,000       10,000  
  

 

 

   

 

 

 
     96,440       96,440  
  

 

 

   

 

 

 

Total long-term debt

     3,551,940       3,201,940  

Unamortized debt discount (a)

     (10,358     (10,374

Unamortized debt issuance expense (a)

     (27,912     (27,616

Long-term debt due within one year

     (125,000     —    
  

 

 

   

 

 

 

Long-term debt, net

   $ 3,388,670     $ 3,163,950  
  

 

 

   

 

 

 

Variable Interest Entities

    

5.92% due 2019 (b)

   $ 1,157     $ 4,223  

5.647% due 2021 (b)

     —         162,048  

2.398% due 2021 (b)

     136,805       —    
  

 

 

   

 

 

 

Total long-term debt of variable interest entities

     137,962       166,271  

Unamortized debt premium (a)

     89       135  

Long-term debt of variable interest entities due within one year

     (26,842     (28,309
  

 

 

   

 

 

 

Long-term debt of variable interest entities, net

   $ 111,209     $ 138,097  
  

 

 

   

 

 

 

 

(a) We amortize debt discounts and issuance expense to interest expense over the term of the respective issues.
(b) Portions of our payments related to this debt reduce the principal balances each year until maturity.

The Westar Energy and KGE mortgages each contain provisions restricting the amount of first mortgage bonds that could be issued by each entity. We must comply with such restrictions prior to the issuance of additional first mortgage bonds or other secured indebtedness.

 

26


The amount of Westar Energy first mortgage bonds authorized by its Mortgage and Deed of Trust, dated July 1, 1939, as supplemented, is subject to certain limitations as described below. The amount of KGE first mortgage bonds authorized by the KGE Mortgage and Deed of Trust, dated April 1, 1940, as supplemented and amended, is limited to a maximum of $3.5 billion, unless amended further. First mortgage bonds are secured by utility assets. Amounts of additional bonds that may be issued are subject to property, earnings and certain restrictive provisions, except in connection with certain refundings, of each mortgage. As of December 31, 2016, approximately $931.6 million principal amount of additional first mortgage bonds could be issued under the most restrictive provisions in Westar Energy’s mortgage. As of December 31, 2016, approximately $1.5 billion principal amount of additional KGE first mortgage bonds could be issued under the most restrictive provisions in KGE’s mortgage.

As of December 31, 2016, we had $121.9 million of variable rate, tax-exempt bonds outstanding. While the interest rates for these bonds have been low, we continue to monitor the credit markets and evaluate our options with respect to these bonds.

In January 2017, Westar Energy retired $125.0 million in principal amount of first mortgage bonds bearing a stated interest at 5.15% maturing January 2017.

In June 2016, Westar Energy issued $350.0 million in principal amount of first mortgage bonds bearing a stated interest at 2.55% and maturing July 2026. The bonds were issued as “Green Bonds,” and all proceeds from the bonds will be used in renewable energy projects, primarily the construction of the Western Plains Wind Farm.

Also in June 2016, KGE redeemed and reissued $50.0 million in principal amount pollution control bonds maturing June 2031. The stated rate of the bonds was reduced from 4.85% to 2.50%.

In February 2016, KGE, as lessee to the La Cygne sale-leaseback, effected a redemption and reissuance of $162.1 million in outstanding bonds held by the trustee of the lease maturing March 2021. The stated interest rate of the bonds was reduced from 5.647% to 2.398%. See Note 18, “Variable Interest Entities,” for additional information regarding our La Cygne sale-leaseback.

In November 2015, Westar Energy issued $250.0 million in principal amount of first mortgage bonds bearing stated interest at 3.25% and maturing December 2025. Concurrently, Westar Energy issued $300.0 million in principal amount of first mortgage bonds bearing stated interest at 4.25% and maturing December 2045.

Also in November 2015, Westar Energy redeemed $300.0 million in principal amount of first mortgage bonds bearing stated interest at 8.625% maturing in December 2018 for $360.9 million which included a call premium. The call premium was recorded as a regulatory asset and is being amortized over the term of the new bonds.

In August 2015, Westar Energy redeemed $150.0 million in principal amount of first mortgage bonds bearing stated interest at 5.875% and maturing July 2036.    

In January 2015, Westar Energy redeemed $125.0 million in principal amount of first mortgage bonds bearing stated interest at 5.95% and maturing January 2035.

With the exception of Green Bonds, proceeds from issuances were used to repay short-term debt, which was used to purchase capital equipment, to redeem bonds and for working capital and general corporate purposes.

 

27


Maturities

The principal amounts of our long-term debt maturities as of December 31, 2016, are as follows.

 

Year

   Long-term debt      Long-term
debt of VIEs
 
     (In Thousands)  

2017

   $ 125,000      $ 26,842  

2018

     —          28,538  

2019

     300,000        31,485  

2020

     250,000        32,254  

2021

     —          18,843  

Thereafter

     2,876,940        —    
  

 

 

    

 

 

 

Total maturities

   $ 3,551,940      $ 137,962  
  

 

 

    

 

 

 

Interest expense on long-term debt, net of debt AFUDC, was $141.4 million in 2016, $152.7 million in 2015 and $158.8 million in 2014. Interest expense on long-term debt of VIEs was $4.2 million in 2016, $9.8 million in 2015 and $11.4 million in 2014.

11. TAXES

Income tax expense is comprised of the following components.

 

     Year Ended December 31,  
     2016      2015      2014  
     (In Thousands)  

Income Tax Expense (Benefit):

        

Current income taxes:

        

Federal

   $ (1,007    $ 327      $ 416  

State

     318        341        (597

Deferred income taxes:

        

Federal

     155,230        124,891        124,923  

State

     32,892        29,484        29,657  

Investment tax credit amortization

     (2,893      (3,043      (3,129
  

 

 

    

 

 

    

 

 

 

Income tax expense

   $ 184,540      $ 152,000      $ 151,270  
  

 

 

    

 

 

    

 

 

 

 

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The tax effect of the temporary differences and carryforwards that comprise our deferred tax assets and deferred tax liabilities are summarized in the following table.

 

     As of December 31,  
     2016      2015  
     (In Thousands)  

Deferred tax assets:

     

Tax credit carryforward (a)

   $ 265,750      $ 266,963  

Deferred employee benefit costs

     137,337        122,757  

Net operating loss carryforward (b)

     86,693        129,232  

Deferred state income taxes

     73,294        67,307  

Deferred compensation

     31,981        27,266  

Deferred regulatory gain on sale-leaseback

     30,868        33,287  

Alternative minimum tax carryforward (c)

     29,412        26,725  

Accrued liabilities

     21,757        21,115  

LaCygne dismantling cost

     10,972        10,018  

Disallowed costs

     9,600        10,211  

Capital loss carryforward

     —          1,668  

Other

     47,200        41,319  
  

 

 

    

 

 

 

Total gross deferred tax assets

     744,864        757,868  
  

 

 

    

 

 

 

Less: Valuation allowance

     —          1,668  
  

 

 

    

 

 

 

Deferred tax assets

   $ 744,864      $ 756,200  
  

 

 

    

 

 

 

Deferred tax liabilities:

     

Accelerated depreciation

   $ 1,925,270      $ 1,787,457  

Acquisition premium

     147,868        155,881  

Deferred employee benefit costs

     137,337        122,757  

Amounts due from customers for future income taxes, net

     124,020        144,120  

Deferred state income taxes

     61,110        59,787  

Debt reacquisition costs

     41,753        42,314  

Pension expense tracker

     5,560        12,051  

Other

     54,722        23,263  
  

 

 

    

 

 

 

Total deferred tax liabilities

   $ 2,497,640      $ 2,347,630  
  

 

 

    

 

 

 

Net deferred income tax liabilities

   $ 1,752,776      $ 1,591,430  
  

 

 

    

 

 

 

 

(a) Based on filed tax returns and amounts expected to be reported in current year tax returns (December 31, 2016), we had available federal general business tax credits of $88.4 million and state investment tax credits of $177.3 million. The federal general business tax credits were primarily generated from production tax credits. These tax credits expire beginning in 2020 and ending in 2036. The state investment tax credits expire beginning in 2021 and ending in 2032.
(b) As of December 31, 2016, we had a federal net operating loss carryforward of $198.1 million, which is available to offset federal taxable income. The net operating losses will expire beginning in 2032 and ending in 2035.
(c) As of December 31, 2016, we had available an alternative minimum tax credit carryforward of $29.4 million, which has an unlimited carryforward period.

In accordance with various orders, we have reduced our prices to reflect the income tax benefits associated with certain accelerated income tax deductions. We believe it is probable that the net future increases in income taxes payable will be recovered from customers when these temporary income tax benefits reverse. We have recorded a regulatory asset for these amounts. We also have recorded a regulatory liability for our obligation to reduce the prices charged to customers for deferred income taxes recovered from customers at corporate income tax rates higher than current income tax rates. The price reduction will occur as the temporary differences resulting in the excess deferred income tax liabilities reverse. The income tax-related regulatory assets and liabilities as well as unamortized investment tax credits are also temporary differences for which deferred income taxes have been provided. The net deferred income tax liability related to these temporary differences is classified above as amounts due from customers for future income taxes, net.

 

29


Our effective income tax rates are computed by dividing total federal and state income taxes by the sum of such taxes and net income. The difference between the effective income tax rates and the federal statutory income tax rates are as follows.

 

     Year Ended December 31,  
     2016     2015     2014  

Statutory federal income tax rate

     35.0     35.0     35.0

Effect of:

      

COLI policies

     (4.2     (4.4     (4.0

State income taxes

     4.0       4.3       4.0  

Flow through depreciation for plant-related differences

     3.1       2.6       2.0  

Production tax credits

     (1.8     (2.1     (2.1

Non-controlling interest

     (0.9     (0.8     (0.7

AFUDC equity

     (0.8     (0.2     (1.3

Amortization of federal investment tax credits

     (0.5     (0.7     (0.7

Share based payments

     (0.5     (0.1     —    

Capital loss utilization carryforward

     0.4       (0.1     (0.3

Liability for unrecognized income tax benefits

     —         —         (0.2

Other

     —         —         0.2  
  

 

 

   

 

 

   

 

 

 

Effective income tax rate

     33.8     33.5     31.9
  

 

 

   

 

 

   

 

 

 

We file income tax returns in the U.S. federal jurisdiction as well as various state jurisdictions. The income tax returns we file will likely be audited by the Internal Revenue Service or other tax authorities. With few exceptions, the statute of limitations with respect to U.S. federal or state and local income tax examinations by tax authorities remains open for tax year 2013 and forward.

The unrecognized income tax benefits decreased from $2.9 million at December 31, 2015, to $2.8 million at December 31, 2016. The decrease for unrecognized income tax benefits was primarily attributable to tax positions expected to be taken with respect to potential deductions related to an environmental settlement agreement in a tax period for which the statute of limitations has closed. We do not expect significant changes in the unrecognized income tax benefits in the next 12 months. A reconciliation of the beginning and ending amounts of unrecognized income tax benefits is as follows:

 

     2016      2015      2014  
     (In Thousands)  

Unrecognized income tax benefits as of January 1

   $ 2,901      $ 3,188      $ 1,703  

Additions based on tax positions related to the current year

     434        410        872  

Additions for tax positions of prior years

     —          —          813  

Reductions for tax positions of prior years

     (1      (86      (200

Lapse of statute of limitations

     (568      (611      —    

Settlements

     —          —          —    
  

 

 

    

 

 

    

 

 

 

Unrecognized income tax benefits as of December 31

   $ 2,766      $ 2,901      $ 3,188  
  

 

 

    

 

 

    

 

 

 

The amounts of unrecognized income tax benefits that, if recognized, would favorably impact our effective income tax rate, were $2.7 million, $2.9 million and $3.2 million (net of tax) as of December 31, 2016, 2015 and 2014, respectively.

Interest related to income tax uncertainties is classified as interest expense and accrued interest liability. As of December 31, 2016 and 2015, we had no amounts accrued for interest related to unrecognized income tax benefits. We accrued no penalties at either December 31, 2016 or 2015.

As of December 31, 2016 and 2015, we had recorded $1.5 million for probable assessments of taxes other than income taxes.

 

30


12. EMPLOYEE BENEFIT PLANS

Pension and Post-Retirement Benefit Plans

We maintain a qualified non-contributory defined benefit pension plan covering substantially all of our employees. For the majority of our employees, pension benefits are based on years of service and an employee’s compensation during the 60 highest paid consecutive months out of 120 before retirement. Non-union employees hired after December 31, 2001, and union employees hired after December 31, 2011, are covered by the same defined benefit pension plan; however, their benefits are derived from a cash balance account formula. We also maintain a non-qualified Executive Salary Continuation Plan for the benefit of certain retired executive officers. We have discontinued accruing any future benefits under this non-qualified plan.

The amount we contribute to our pension plan for future periods is not yet known, however, we expect to fund our pension plan each year at least to a level equal to current year pension expense. We must also meet minimum funding requirements under the Employee Retirement Income Security Act, as amended by the Pension Protection Act. We may contribute additional amounts from time to time as deemed appropriate.

In addition to providing pension benefits, we provide certain post-retirement health care and life insurance benefits for substantially all retired employees. We accrue and recover in our prices the costs of post-retirement benefits during an employee’s years of service. In 2014 and prior years, our retirees were covered under a health insurance policy. In January 2015, we began giving our retirees a fixed annual allowance, which provides them the flexibility to obtain health coverage in the marketplace that is tailored to their needs.

As a co-owner of Wolf Creek, KGE is indirectly responsible for 47% of the liabilities and expenses associated with the Wolf Creek pension and post-retirement benefit plans. See Note 13, “Wolf Creek Employee Benefit Plans,” for information about Wolf Creek’s benefit plans.

The following tables summarize the status of our pension and post-retirement benefit plans.

 

     Pension Benefits     Post-retirement Benefits  

As of December 31,

   2016     2015     2016     2015  
     (In Thousands)  

Change in Benefit Obligation:

        

Benefit obligation, beginning of year

   $ 965,193     $ 1,030,645     $ 126,284     $ 141,516  

Service cost

     18,563       21,392       1,084       1,443  

Interest cost

     43,723       43,014       5,571       5,691  

Plan participants’ contributions

     —         —         395       582  

Benefits paid

     (63,540     (44,945     (7,697     (6,549

Actuarial losses (gains)

     51,482       (90,644     3,926       (16,399

Amendments

     (3,397     5,731       —         —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Benefit obligation, end of year (a)

   $ 1,012,024     $ 965,193     $ 129,563     $ 126,284  
  

 

 

   

 

 

   

 

 

   

 

 

 

Change in Plan Assets:

        

Fair value of plan assets, beginning of year

   $ 653,945     $ 661,141     $ 115,416     $ 121,349  

Actual return on plan assets

     45,181       (6,948     7,274       (208

Employer contributions

     20,200       41,000       —         —    

Plan participants’ contributions

     —         —         356       534  

Benefits paid

     (60,852     (41,248     (7,427     (6,259
  

 

 

   

 

 

   

 

 

   

 

 

 

Fair value of plan assets, end of year

   $ 658,474     $ 653,945     $ 115,619     $ 115,416  
  

 

 

   

 

 

   

 

 

   

 

 

 

Funded status, end of year

   $ (353,550   $ (311,248   $ (13,944   $ (10,868
  

 

 

   

 

 

   

 

 

   

 

 

 

Amounts Recognized in the Balance Sheets Consist of:

        

Current liability

   $ (2,260   $ (2,745   $ (284   $ (344

Noncurrent liability

     (351,290     (308,503     (13,660     (10,524
  

 

 

   

 

 

   

 

 

   

 

 

 

Net amount recognized

   $ (353,550   $ (311,248   $ (13,944   $ (10,868
  

 

 

   

 

 

   

 

 

   

 

 

 

Amounts Recognized in Regulatory Assets Consist of:

        

Net actuarial loss (gain)

   $ 282,462     $ 254,085     $ (7,603   $ (12,208

Prior service cost

     3,913       8,078       2,674       3,130  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net amount recognized

   $ 286,375     $ 262,163     $ (4,929   $ (9,078
  

 

 

   

 

 

   

 

 

   

 

 

 

 

31


 

(a) As of December 31, 2016 and 2015, pension benefits include non-qualified benefit obligations of $26.8 million and $27.4 million, respectively, which are funded by a trust containing assets of $34.5 million and $33.9 million, respectively, classified as trading securities. The assets in the aforementioned trust are not included in the table above. See Notes 5 and 6, “Financial Instruments and Trading Securities” and “Financial Investments,” respectively, for additional information regarding these amounts.

 

     Pension Benefits     Post-retirement Benefits  

As of December 31,

   2016     2015     2016     2015  
     (Dollars in Thousands)  

Pension Plans With a Projected Benefit Obligation In Excess of Plan Assets:

        

Projected benefit obligation

   $ 1,012,024     $ 965,193     $ —       $ —    

Fair value of plan assets

     658,474       653,945       —         —    

Pension Plans With an Accumulated Benefit Obligation In Excess of Plan Assets:

        

Accumulated benefit obligation

   $ 905,661     $ 864,263     $ —       $ —    

Fair value of plan assets

     658,474       653,945       —         —    

Post-retirement Plans With an Accumulated Post-retirement Benefit Obligation In Excess of Plan Assets:

        

Accumulated post-retirement benefit obligation

   $ —       $ —       $ 129,563     $ 126,284  

Fair value of plan assets

     —         —         115,619       115,416  

Weighted-Average Actuarial Assumptions used to Determine Net Periodic Benefit Obligation:

        

Discount rate

     4.25     4.60     4.15     4.51

Compensation rate increase

     4.00     4.00     —         —    

We use a measurement date of December 31 for our pension and post-retirement benefit plans. The discount rate used to determine the current year pension obligation and the following year’s pension expense is based on a bond selection-settlement portfolio approach. This approach develops a discount rate by selecting a portfolio of high quality, non-callable corporate bonds that generate sufficient cash flow to provide for the projected benefit payments of the plan. After the bond portfolio is selected, a single interest rate is determined that equates the present value of the plan’s projected benefit payments discounted at this rate with the market value of the bonds selected. The decrease in the discount rates used as of December 31, 2016, increased the pension and post-retirement benefit obligations by approximately $50.2 million and $5.0 million, respectively.

 

32


We amortize prior service cost on a straight-line basis over the average future service of the active employees (plan participants) benefiting under the plan at the time of the amendment. We amortize the net actuarial gain or loss on a straight-line basis over the average future service of active plan participants benefiting under the plan without application of an amortization corridor. The KCC allows us to record a regulatory asset or liability to track the cumulative difference between current year pension and post-retirement benefits expense and the amount of such expense recognized in setting our prices. We accumulate such regulatory asset or liability between general rate reviews and amortize the accumulated amount as part of resetting our base prices. Following is additional information regarding our pension and post-retirement benefit plans.

 

     Pension Benefits     Post-retirement Benefits  

Year Ended December 31,

   2016     2015     2014     2016     2015     2014  
     (Dollars in Thousands)  

Components of Net Periodic Cost (Benefit):

            

Service cost

   $ 18,563     $ 21,392     $ 16,218     $ 1,084     $ 1,443     $ 1,381  

Interest cost

     43,723       43,014       41,600       5,571       5,691       6,351  

Expected return on plan assets

     (42,653     (40,236     (36,438     (6,835     (6,614     (6,576

Amortization of unrecognized:

            

Prior service costs

     768       520       526       455       455       2,524  

Actuarial loss (gain), net

     20,577       32,131       19,362       (1,118     379       (742
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic cost (benefit) before regulatory adjustment

     40,978       56,821       41,268       (843     1,354       2,938  

Regulatory adjustment (a)

     14,528       6,886       15,479       (1,922     4,096       4,499  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic cost (benefit)

   $ 55,506     $ 63,707     $ 56,747     $ (2,765   $ 5,450     $ 7,437  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other Changes in Plan Assets and Benefit Obligations Recognized in Regulatory Assets:

            

Current year actuarial loss (gain)

   $ 48,954     $ (43,459   $ 162,569     $ 3,486     $ (9,576   $ 15,896  

Amortization of actuarial (loss) gain

     (20,577     (32,379     (19,362     1,118       (379     742  

Current year prior service cost

     (3,397     5,730       —         —         —         (7,834

Amortization of prior service costs

     (768     (520     (526     (455     (455     (2,524

Other adjustments

     —         352       —         —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total recognized in regulatory assets

   $ 24,212     $ (70,276   $ 142,681     $ 4,149     $ (10,410   $ 6,280  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total recognized in net periodic cost and regulatory assets

   $ 79,718     $ (6,569   $ 199,428     $ 1,384     $ (4,960   $ 13,717  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-Average Actuarial Assumptions used to Determine Net Periodic Cost (Benefit):

            

Discount rate

     4.60     4.17     5.07     4.51     4.10     4.88

Expected long-term return on plan assets

     6.50     6.50     6.50     6.00     6.00     6.00

Compensation rate increase

     4.00     4.00     4.00     4.00     4.00     4.00

 

(a) The regulatory adjustment represents the difference between current period pension or post-retirement benefit expense and the amount of such expense recognized in setting our prices.

We estimate that we will amortize the following amounts from regulatory assets and regulatory liabilities into net periodic cost in 2017.

 

     Pension
Benefits
     Post-retirement
Benefits
 
     (In Thousands)  

Actuarial loss (gain)

   $ 21,956      $ (780

Prior service cost

     683        455  
  

 

 

    

 

 

 

Total

   $ 22,639      $ (325
  

 

 

    

 

 

 

 

33


We base the expected long-term rate of return on plan assets on historical and projected rates of return for current and planned asset classes in the plans’ investment portfolios. We select assumed projected rates of return for each asset class after analyzing long-term historical experience and future expectations of the volatility of the various asset classes. Based on target asset allocations for each asset class, we develop an overall expected rate of return for the portfolios, adjusted for historical and expected experience of active portfolio management results compared to benchmark returns and for the effect of expenses paid from plan assets.

Plan Assets

We believe we manage pension and post-retirement benefit plan assets in a prudent manner with regard to preserving principal while providing reasonable returns. We have adopted a long-term investment horizon such that the chances and duration of investment losses are weighed against the long-term potential for appreciation of assets. Part of our strategy includes managing interest rate sensitivity of plan assets relative to the associated liabilities. The primary objective of the pension plan is to provide a source of retirement income for its participants and beneficiaries, and the primary financial objective of the plan is to improve its funded status. The primary objective of the post-retirement benefit plan is growth in assets and preservation of principal, while minimizing interim volatility, to meet anticipated claims of plan participants. We delegate the management of our pension and post-retirement benefit plan assets to independent investment advisors who hire and dismiss investment managers based upon various factors. The investment advisors are instructed to diversify investments across asset classes, sectors and manager styles to minimize the risk of large losses, based upon objectives and risk tolerance specified by management, which include allowable and/or prohibited investment types. We measure and monitor investment risk on an ongoing basis through quarterly investment portfolio reviews and annual liability measurements.

We have established certain prohibited investments for our pension and post-retirement benefit plans. Such prohibited investments include loans to the company or its officers and directors as well as investments in the company’s debt or equity securities, except as may occur indirectly through investments in diversified mutual funds. In addition, to reduce concentration of risk, the pension plan will not invest in any fund that holds more than 25% of its total assets to be invested in the securities of one or more issuers conducting their principal business activities in the same industry. This restriction does not apply to investments in securities issued or guaranteed by the U.S. government or its agencies.

Target allocations for our pension plan assets are approximately 39% to debt securities, 39% to equity securities, 12% to alternative investments such as real estate securities, hedge funds and private equity investments, and the remaining 10% to a fund which provides tactical portfolio overlay by investing in futures related to debt, equity and foreign currency. Our investments in equity include investment funds with underlying investments in domestic and foreign large-, mid- and small-cap companies, derivatives related to such holdings, private equity investments including late-stage venture investments and other investments. Our investments in debt include core and high-yield bonds. Core bonds are comprised of investment funds with underlying investments in investment grade debt securities of corporate entities, obligations of U.S. and foreign governments and their agencies and other debt securities. High-yield bonds include investment funds with underlying investments in non-investment grade debt securities of corporate entities, obligations of foreign governments and their agencies, private debt securities and other debt securities. Real estate securities consist primarily of funds invested in core real estate throughout the U.S. while alternative funds invest in wide ranging investments including equity and debt securities of domestic and foreign corporations, debt securities issued by U.S. and foreign governments and their agencies, structured debt, warrants, exchange-traded funds, derivative instruments, private investment funds and other investments.

Target allocations for our post-retirement benefit plan assets are 65% to equity securities and 35% to debt securities. Our investments in equity securities include investment funds with underlying investments primarily in domestic and foreign large-, mid- and small-cap companies. Our investments in debt securities include a core bond fund with underlying investments in investment grade debt securities of domestic and foreign corporate entities, obligations of U.S. and foreign governments and their agencies, private placement securities and other investments.

Similar to other assets measured at fair value, GAAP establishes a hierarchal framework for disclosing the transparency of the inputs utilized in measuring pension and post-retirement benefit plan assets at fair value. From time to time, the pension and post-retirement benefits trusts may buy and sell investments resulting in changes within the hierarchy. See Note 5, “Financial Instruments and Trading Securities,” for a description of the hierarchal framework.

 

34


The following table provides the fair value of our pension plan assets and the corresponding level of hierarchy as of December 31, 2016 and 2015.

 

As of December 31, 2016

   Level 1      Level 2      Level 3      NAV      Total  
     (In Thousands)  

Assets:

              

Domestic equity funds

   $ —        $ 168,407      $ —        $ 23,580      $ 191,987  

International equity fund

     —          83,738        —          —          83,738  

Emerging market equity fund

     —          21,055        —          —          21,055  

Domestic bond fund

     —          101,200        —          —          101,200  

Core bond funds

     —          86,109        —          —          86,109  

High-yield bond fund

     —          30,729        —          —          30,729  

Emerging market bond fund

     —          23,584        —          —          23,584  

Combination debt/equity/other fund

     —          37,851        —          —          37,851  

Alternative investment funds

     —          —          —          43,686        43,686  

Real estate securities fund

     —          —          —          32,390        32,390  

Cash equivalents

     —          6,145        —          —          6,145  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Assets Measured at Fair Value

   $ —        $ 558,818      $ —        $ 99,656      $ 658,474  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

As of December 31, 2015

   Level 1      Level 2      Level 3      NAV      Total  
     (In Thousands)  

Assets:

  

Domestic equity funds

   $ —        $ 165,506      $ —        $ 25,277      $ 190,783  

International equity fund

     —          75,453        —          —          75,453  

Emerging market equity fund

     —          20,798        —          —          20,798  

Domestic bond fund

     —          105,279        —          —          105,279  

Core bond funds

     —          99,726        —          —          99,726  

High-yield bond fund

     —          28,288        —          —          28,288  

Emerging market bond fund

     —          23,019        —          —          23,019  

Combination debt/equity/other fund

     —          36,151        —          —          36,151  

Alternative investment funds

     —          —          —          39,557        39,557  

Real estate securities fund

     —          —          —          30,173        30,173  

Cash equivalents

     —          4,718        —          —          4,718  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Assets Measured at Fair Value

   $ —        $ 558,938      $ —        $ 95,007      $ 653,945  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

35


The following table provides the fair value of our post-retirement benefit plan assets and the corresponding level of hierarchy as of December 31, 2016 and 2015.

 

As of December 31, 2016

   Level 1      Level 2      Level 3      NAV      Total  
     (In Thousands)  

Assets:

              

Domestic equity funds

   $ —        $ 61,055      $ —        $ —        $ 61,055  

International equity fund

     —          15,034        —          —          15,034  

Core bond funds

     —          38,952        —          —          38,952  

Cash equivalents

     —          578        —          —          578  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Assets Measured at Fair Value

   $ —        $ 115,619      $ —        $ —        $ 115,619  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

As of December 31, 2015

   Level 1      Level 2      Level 3      NAV      Total  
     (In Thousands)  

Assets:

              

Domestic equity funds

   $ —        $ 59,946      $ —        $ —        $ 59,946  

International equity fund

     —          14,419        —          —          14,419  

Core bond funds

     —          40,475        —          —          40,475  

Cash equivalents

     —          576        —          —          576  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Assets Measured at Fair Value

   $ —        $ 115,416      $ —        $ —        $ 115,416  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Cash Flows

The following table shows the expected cash flows for our pension and post-retirement benefit plans for future years.

 

     Pension Benefits      Post-retirement Benefits  
     To/(From) Trust      (From)
Company Assets
     To/(From) Trust      (From)
Company Assets
 
     (In Millions)  

Expected contributions:

           

2017

   $ 25.2         $ —       

Expected benefit payments:

           

2017

   $ (55.7    $ (2.3    $ (7.8    $ (0.3

2018

     (58.1      (2.3      (7.9      (0.3

2019

     (60.2      (2.3      (8.1      (0.3

2020

     (62.7      (2.2      (8.2      (0.2

2021

     (64.4      (2.2      (8.3      (0.2

2022-2026

     (325.1      (10.8      (40.2      (0.9

Savings Plans

We maintain a qualified 401(k) savings plan in which most of our employees participate. We match employees’ contributions in cash up to specified maximum limits. Our contributions to the plan are deposited with a trustee and invested at the direction of plan participants into one or more of the investment alternatives we provide under the plan. Our contributions totaled $8.0 million in 2016, $7.7 million in 2015 and $7.0 million in 2014.

 

36


Stock-Based Compensation Plans

We have a long-term incentive and share award plan (LTISA Plan), which is a stock-based compensation plan in which employees and directors are eligible for awards. The LTISA Plan was implemented as a means to attract, retain and motivate employees and directors. Under the LTISA Plan, we may grant awards in the form of stock options, dividend equivalents, share appreciation rights, RSUs, performance shares and performance share units to plan participants. Up to 8.3 million shares of common stock may be granted under the LTISA Plan. As of December 31, 2016, awards of approximately 5.2 million shares of common stock had been made under the plan.

All stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as an expense in the consolidated statement of income over the requisite service period. The requisite service periods range from one to four years. However, upon consummation of the merger, all unrecognized compensation costs for outstanding RSU awards will be expensed on our income statement. The table below shows compensation expense and income tax benefits related to stock-based compensation arrangements that are included in our net income.

 

     Year Ended December 31,  
     2016      2015      2014  
     (In Thousands)  

Compensation expense

   $ 9,237      $ 8,250      $ 7,193  

Income tax benefits related to stock-based compensation arrangements

     3,653        3,263        2,845  

We use RSU awards for our stock-based compensation awards. RSU awards are grants that entitle the holder to receive shares of common stock as the awards vest. These RSU awards are defined as nonvested shares and do not include restrictions once the awards have vested.

RSU awards with only service requirements vest solely upon the passage of time. We measure the fair value of these RSU awards based on the market price of the underlying common stock as of the grant date. RSU awards with only service conditions that have a graded vesting schedule are recognized as an expense in the consolidated statement of income on a straight-line basis over the requisite service period for the entire award. Nonforfeitable dividend equivalents, or the rights to receive cash equal to the value of dividends paid on Westar Energy’s common stock, are paid on these RSUs during the vesting period.

RSU awards with performance measures vest upon expiration of the award term. The number of shares of common stock awarded upon vesting will vary from 0% to 200% of the RSU award, with performance tied to our total shareholder return relative to the total shareholder return of our peer group. We measure the fair value of these RSU awards using a Monte Carlo simulation technique that uses the closing stock price at the valuation date and incorporates assumptions for inputs of the expected volatility and risk-free interest rates. Expected volatility is based on historical volatility over three years using daily stock price observations. The risk-free interest rate is based on treasury constant maturity yields as reported by the Federal Reserve and the length of the performance period. For the 2016 valuation, inputs for expected volatility ranged from 16.9% to 22.4% and the risk-free interest rate was approximately 0.9%. For the 2015 valuation, inputs for expected volatility ranged from 14.6% to 19.1% and the risk-free interest rate was approximately 1.0%. For these RSU awards, dividend equivalents accumulate over the vesting period and are paid in cash based on the number of shares of common stock awarded upon vesting.

 

37


During the years ended December 31, 2016, 2015 and 2014, our RSU activity for awards with only service requirements was as follows.

 

     As of December 31,  
     2016      2015      2014  
     Shares     Weighted-
Average
Grant Date
Fair Value
     Shares     Weighted-
Average
Grant Date
Fair Value
     Shares     Weighted-
Average
Grant Date
Fair Value
 
     (Shares In Thousands)  

Nonvested balance, beginning of year

     309.9     $ 35.21        342.2     $ 31.38        352.5     $ 28.38  

Granted

     99.3       46.35        115.7       39.50        131.5       34.53  

Vested

     (115.9     32.33        (115.4     28.77        (118.2     26.19  

Forfeited

     (3.9     40.95        (32.6     33.07        (23.6     30.00  
  

 

 

      

 

 

      

 

 

   

Nonvested balance, end of year

     289.4       40.11        309.9       35.21        342.2       31.38  
  

 

 

      

 

 

      

 

 

   

Total unrecognized compensation cost related to RSU awards with only service requirements was $5.0 million and $4.5 million as of December 31, 2016 and 2015, respectively. Absent the merger, we expect to recognize these costs over a remaining weighted-average period of 1.8 years. The total fair value of RSUs with only service requirements that vested during the years ended December 31, 2016, 2015 and 2014, was $5.2 million, $4.7 million and $3.9 million, respectively.

During the years ended December 31, 2016, 2015 and 2014, our RSU activity for awards with performance measures was as follows.

 

     As of December 31,  
     2016      2015      2014  
     Shares     Weighted-
Average
Grant Date
Fair Value
     Shares     Weighted-
Average
Grant Date
Fair Value
     Shares     Weighted-
Average
Grant Date
Fair Value
 
     (Shares In Thousands)  

Nonvested balance, beginning of year

     299.1     $ 36.00        345.1     $ 32.31        350.1     $ 30.35  

Granted

     100.9       46.03        94.8       40.26        126.1       35.97  

Vested

     (98.5     31.59        (109.0     28.99        (108.2     30.56  

Forfeited

     (3.8     41.57        (31.8     34.03        (22.9     30.70  
  

 

 

      

 

 

      

 

 

   

Nonvested balance, end of year

     297.7       40.79        299.1       36.00        345.1       32.31  
  

 

 

      

 

 

      

 

 

   

As of December 31, 2016 and 2015, total unrecognized compensation cost related to RSU awards with performance measures was $4.5 million and $4.0 million, respectively. Absent the merger, we expect to recognize these costs over a remaining weighted-average period of 1.7 years. The total fair value of RSUs with performance measures that vested during the years ended December 31, 2016, 2015 and 2014, was $7.5 million, $3.1 million and $0.5 million, respectively.

Another component of the LTISA Plan is the Executive Stock for Compensation program under which, in the past, eligible employees were entitled to receive deferred common stock in lieu of current cash compensation. Although this plan was discontinued in 2001, dividends will continue to be paid to plan participants on their outstanding plan balance until distribution. Plan participants were awarded 170 shares of common stock for dividends in 2016, 296 shares in 2015 and 403 shares in 2014. Participants received common stock distributions of 2,110 shares in 2016, 2,024 shares in 2015 and 1,944 shares in 2014.

 

38


13. WOLF CREEK EMPLOYEE BENEFIT PLANS

Pension and Post-Retirement Benefit Plans

As a co-owner of Wolf Creek, KGE is indirectly responsible for 47% of the liabilities and expenses associated with the Wolf Creek pension and post-retirement benefit plans. KGE accrues its 47% share of Wolf Creek’s cost of pension and post-retirement benefits during the years an employee provides service. The following tables summarize the status of KGE’s 47% share of the Wolf Creek pension and post-retirement benefit plans.

 

     Pension Benefits     Post-retirement Benefits  

As of December 31,

   2016     2015     2016     2015  
     (In Thousands)  

Change in Benefit Obligation:

        

Benefit obligation, beginning of year

   $ 206,418     $ 210,320     $ 7,793     $ 8,240  

Service cost

     6,748       7,595       127       138  

Interest cost

     9,655       9,016       325       314  

Plan participants’ contributions

     —         —         989       934  

Benefits paid

     (6,974     (6,217     (1,531     (1,622

Actuarial losses (gains)

     13,178       (14,296     (488     (211
  

 

 

   

 

 

   

 

 

   

 

 

 

Benefit obligation, end of year

   $ 229,025     $ 206,418     $ 7,215     $ 7,793  
  

 

 

   

 

 

   

 

 

   

 

 

 

Change in Plan Assets:

        

Fair value of plan assets, beginning of year

   $ 121,622     $ 124,660     $ 105     $ 6  

Actual return on plan assets

     8,967       (2,879     (4     —    

Employer contributions

     14,820       5,805       458       787  

Plan participants’ contributions

     —         —         989       934  

Benefits paid

     (6,721     (5,964     (1,531     (1,622
  

 

 

   

 

 

   

 

 

   

 

 

 

Fair value of plan assets, end of year

   $ 138,688     $ 121,622     $ 17     $ 105  
  

 

 

   

 

 

   

 

 

   

 

 

 

Funded status, end of year

   $ (90,337   $ (84,796   $ (7,198   $ (7,688
  

 

 

   

 

 

   

 

 

   

 

 

 

Amounts Recognized in the Balance Sheets Consist of:

        

Current liability

   $ (248   $ (247   $ (538   $ (597

Noncurrent liability

     (90,089     (84,549     (6,660     (7,091
  

 

 

   

 

 

   

 

 

   

 

 

 

Net amount recognized

   $ (90,337   $ (84,796   $ (7,198   $ (7,688
  

 

 

   

 

 

   

 

 

   

 

 

 

Amounts Recognized in Regulatory Assets Consist of:

        

Net actuarial loss (gain)

   $ 66,324     $ 56,747     $ (654   $ (184

Prior service cost

     446       501       —         —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Net amount recognized

   $ 66,770     $ 57,248     $ (654   $ (184
  

 

 

   

 

 

   

 

 

   

 

 

 

 

39


     Pension Benefits     Post-retirement Benefits  

As of December 31,

   2016     2015     2016     2015  
     (Dollars in Thousands)  

Pension Plans With a Projected Benefit Obligation In Excess of Plan Assets:

        

Projected benefit obligation

   $ 229,025     $ 206,418     $ —       $ —    

Fair value of plan assets

     138,688       121,622       —         —    

Pension Plans With an Accumulated Benefit Obligation In Excess of Plan Assets:

        

Accumulated benefit obligation

   $ 201,963     $ 180,718     $ —       $ —    

Fair value of plan assets

     138,688       121,622       —         —    

Post-retirement Plans With an Accumulated Post-retirement Benefit Obligation In Excess of Plan Assets:

        

Accumulated post-retirement benefit obligation

   $ —       $ —       $ 7,215     $ 7,793  

Fair value of plan assets

     —         —         17       105  

Weighted-Average Actuarial Assumptions used to Determine Net Periodic Benefit Obligation:

        

Discount rate

     4.26     4.61     3.95     4.27

Compensation rate increase

     4.00     4.00     —       —  

Wolf Creek uses a measurement date of December 31 for its pension and post-retirement benefit plans. The discount rate used to determine the current year pension obligation and the following year’s pension expense is based on a bond selection-settlement portfolio approach. This approach develops a discount rate by selecting a portfolio of high quality, non-callable corporate bonds that generate sufficient cash flow to provide for the projected benefit payments of the plan. After the bond portfolio is selected, a single interest rate is determined that equates the present value of the plan’s projected benefit payments discounted at this rate with the market value of the bonds selected. The decrease in the discount rates used as of December 31, 2016, increased Wolf Creek’s pension and post-retirement benefit obligations by approximately $11.2 million and $0.2 million, respectively.

 

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The prior service cost is amortized on a straight-line basis over the average future service of the active employees (plan participants) benefiting under the plan at the time of the amendment. The net actuarial gain or loss is amortized on a straight-line basis over the average future service of active plan participants benefiting under the plan without application of an amortization corridor. Following is additional information regarding KGE’s 47% share of the Wolf Creek pension and other post-retirement benefit plans.

 

     Pension Benefits     Post-retirement Benefits  

Year Ended December 31,

   2016     2015     2014     2016     2015     2014  
     (Dollars in Thousands)  

Components of Net Periodic Cost (Benefit):

            

Service cost

   $ 6,748     $ 7,595     $ 5,695     $ 127     $ 138     $ 173  

Interest cost

     9,655       9,016       8,469       325       314       464  

Expected return on plan assets

     (9,722     (9,044     (8,084     —         —         —    

Amortization of unrecognized:

            

Prior service costs

     55       57       58       —         —         —    

Actuarial loss (gain), net

     4,357       5,930       2,987       (14     3       165  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic cost before regulatory adjustment

     11,093       13,554       9,125       438       455       802  

Regulatory adjustment (a)

     1,886       (1,485     2,328       —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic cost

   $ 12,979     $ 12,069     $ 11,453     $ 438     $ 455     $ 802  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other Changes in Plan Assets and Benefit Obligations Recognized in Regulatory Assets:

            

Current year actuarial loss (gain)

   $ 13,934     $ (2,373   $ 38,833     $ (484   $ (211   $ (1,881

Amortization of actuarial (gain) loss

     (4,357     (5,930     (2,987     14       (3     (165

Amortization of prior service cost

     (55     (57     (58     —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total recognized in regulatory assets

   $ 9,522     $ (8,360   $ 35,788     $ (470   $ (214   $ (2,046
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total recognized in net periodic cost and regulatory assets

   $ 22,501     $ 3,709     $ 47,241     $ (32   $ 241     $ (1,244
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-Average Actuarial Assumptions used to Determine Net Periodic Cost:

            

Discount rate

     4.61     4.20     5.11     4.27     3.89     4.70

Expected long-term return on plan assets

     7.50     7.50     7.50            

Compensation rate increase

     4.00     4.00     4.00            

 

(a) The regulatory adjustment represents the difference between current period pension or post-retirement benefit expense and the amount of such expense recognized in setting our prices.

We estimate that we will amortize the following amounts from regulatory assets and regulatory liabilities into net periodic cost in 2017.

 

     Pension
Benefits
     Post-retirement
Benefits
 
     (In Thousands)  

Actuarial loss (gain)

   $ 4,979      $ (50

Prior service cost

     55        —    
  

 

 

    

 

 

 

Total

   $ 5,034      $ (50
  

 

 

    

 

 

 

The expected long-term rate of return on plan assets is based on historical and projected rates of return for current and planned asset classes in the plans’ investment portfolios. Assumed projected rates of return for each asset class were selected after analyzing long-term historical experience and future expectations of the volatility of the various asset classes. Based on target asset allocations for each asset class, the overall expected rate of return for the portfolios was developed, adjusted for historical and expected experience of active portfolio management results compared to benchmark returns and for the effect of expenses paid from plan assets.

 

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For measurement purposes, the assumed annual health care cost growth rates were as follows.

 

     As of December 31,  
     2016     2015  

Health care cost trend rate assumed for next year

     6.5     7.0

Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)

     5.0     5.0

Year that the rate reaches the ultimate trend rate

     2020       2020  

The health care cost trend rate affects the projected benefit obligation. A 1% change in assumed health care cost growth rates would have effects shown in the following table.

 

     One-Percentage-
Point Increase
     One-Percentage-
Point Decrease
 
     (In Thousands)  

Effect on total of service and interest cost

   $ (7    $ 7  

Effect on post-retirement benefit obligation

     (126      133  

Plan Assets

Wolf Creek’s pension and post-retirement plan investment strategy is to manage assets in a prudent manner with regard to preserving principal while providing reasonable returns. It has adopted a long-term investment horizon such that the chances and duration of investment losses are weighed against the long-term potential for appreciation of assets. Part of its strategy includes managing interest rate sensitivity of plan assets relative to the associated liabilities. The primary objective of the pension plan is to provide a source of retirement income for its participants and beneficiaries, and the primary financial objective of the plan is to improve its funded status. The primary objective of the post-retirement benefit plan is growth in assets and preservation of principal, while minimizing interim volatility, to meet anticipated claims of plan participants. Wolf Creek delegates the management of its pension and post-retirement benefit plan assets to independent investment advisors who hire and dismiss investment managers based upon various factors. The investment advisors are instructed to diversify investments across asset classes, sectors and manager styles to minimize the risk of large losses, based upon objectives and risk tolerance specified by Wolf Creek, which include allowable and/or prohibited investment types. It measures and monitors investment risk on an ongoing basis through quarterly investment portfolio reviews and annual liability measurements.

The target allocations for Wolf Creek’s pension plan assets are 31% to international equity securities, 25% to domestic equity securities, 25% to debt securities, 10% to real estate securities, 5% to commodity investments and 4% to other investments. The investments in both international and domestic equity include investments in large-, mid- and small-cap companies and investment funds with underlying investments similar to those previously mentioned. The investments in debt include core and high-yield bonds. Core bonds include funds invested in investment grade debt securities of corporate entities, obligations of U.S. and foreign governments and their agencies and private debt securities. High-yield bonds include a fund with underlying investments in non-investment grade debt securities of corporate entities, private placements and bank debt. Real estate securities include funds invested in commercial and residential real estate properties while commodity investments include funds invested in commodity-related instruments.

Similar to other assets measured at fair value, GAAP establishes a hierarchal framework for disclosing the transparency of the inputs utilized in measuring pension and post-retirement benefit plan assets at fair value. From time to time, the Wolf Creek pension trust may buy and sell investments resulting in changes within the hierarchy. See Note 5, “Financial Instruments and Trading Securities,” for a description of the hierarchal framework.

 

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The following table provides the fair value of KGE’s 47% share of Wolf Creek’s pension plan assets and the corresponding level of hierarchy as of December 31, 2016 and 2015.

 

As of December 31, 2016

   Level 1      Level 2      Level 3      NAV      Total  
     (In Thousands)  

Assets:

              

Domestic equity funds

   $ —        $ 34,586      $ —        $ —        $ 34,586  

International equity funds

     —          43,269        —          —          43,269  

Core bond funds

     —          35,048        —          —          35,048  

Real estate securities fund

     —          —          —          6,948        6,948  

Alternative investment fund

     —          14,073        —          4,164        18,237  

Cash equivalents

     —          600        —          —          600  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Assets Measured at Fair Value

   $ —        $ 127,576      $ —        $ 11,112      $ 138,688  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

As of December 31, 2015

   Level 1      Level 2      Level 3      NAV      Total  
     (In Thousands)  

Assets:

              

Domestic equity funds

   $ —        $ 30,503      $ —        $ —        $ 30,503  

International equity funds

     —          37,682        —          —          37,682  

Core bond funds

     —          30,287        —          —          30,287  

Real estate securities fund

     —          6,123        —          6,434        12,557  

Commodities fund

     —          5,811        —          —          5,811  

Alternative investment fund

     —          —          —          4,258        4,258  

Cash equivalents

     —          524        —          —          524  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Assets Measured at Fair Value

   $ —        $ 110,930      $ —        $ 10,692      $ 121,622  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Cash Flows

The following table shows our expected cash flows for KGE’s 47% share of Wolf Creek’s pension and post-retirement benefit plans for future years.

 

Expected Cash Flows

   Pension Benefits      Post-retirement Benefits  
     To/(From) Trust      (From)
Company Assets
     To/(From) Trust      (From)
Company Assets
 
     (In Millions)  

Expected contributions:

           

2017

   $ 10.8         $ 0.6     

Expected benefit payments:

           

2017

   $ (7.2    $ (0.3    $ (2.0    $ —    

2018

     (8.1      (0.3      (2.3      —    

2019

     (9.0      (0.3      (2.6      —    

2020

     (9.8      (0.3      (2.9      —    

2021

     (10.7      (0.3      (3.2      —    

2022 - 2026

     (66.0      (1.3      (20.2      —    

Savings Plan

Wolf Creek maintains a qualified 401(k) savings plan in which most of its employees participate. Wolf Creek matches employees’ contributions in cash up to specified maximum limits. Wolf Creek’s contributions to the plan are deposited with a trustee and invested at the direction of plan participants into one or more of the investment alternatives provided under the plan. KGE’s portion of the expense associated with Wolf Creek’s matching contributions was $1.6 million in 2016, $1.6 million in 2015 and $1.4 million in 2014.

 

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14. COMMITMENTS AND CONTINGENCIES

Purchase Orders and Contracts

As part of our ongoing operations and capital expenditure program, we have purchase orders and contracts, excluding fuel and transmission, which are discussed below under “—Fuel and Purchased Power Commitments.” These commitments relate to purchase obligations issued and outstanding at year-end.

The yearly detail of the aggregate amount of required payments as of December 31, 2016, was as follows.

 

     Committed
Amount
 
     (In Thousands)  

2017

   $ 310,711  

2018

     73,149  

2019

     25,411  

Thereafter

     8,100  
  

 

 

 

Total amount committed

   $ 417,371  
  

 

 

 

Environmental Matters

Set forth below are descriptions of contingencies related to environmental matters that may impact us or our financial results. Our assessment of these contingencies, which are based on federal and state statutes and regulations, and regulatory agency and judicial interpretations and actions, has evolved over time. Since his inauguration in January 2017, reports and other information that have been released suggest that President Trump may alter federal environmental policy, including through executive orders and influencing changes to statutes, regulations and agency priorities. Due in part to the preliminary nature of information that is available to us, as well as the complex nature of environmental regulation, we are unable to assess the impact of potential changes that may develop with respect to the environmental contingencies described below.

Federal Clean Air Act

We must comply with the federal Clean Air Act (CAA), state laws and implementing federal and state regulations that impose, among other things, limitations on emissions generated from our operations, including sulfur dioxide (SO2), particulate matter (PM), nitrogen oxides (NOx), carbon monoxide (CO), mercury and acid gases.

Emissions from our generating facilities, including PM, SO2 and NOx, have been determined by regulation to reduce visibility by causing or contributing to regional haze. Under federal laws, such as the Clean Air Visibility Rule, and pursuant to an agreement with the Kansas Department of Health and Environment (KDHE) and the Environmental Protection Agency (EPA), we are required to install, operate and maintain controls to reduce emissions found to cause or contribute to regional haze.

Sulfur Dioxide and Nitrogen Oxide

Through the combustion of fossil fuels at our generating facilities, we emit SO2 and NOx. Federal and state laws and regulations, including those noted above, and permits issued to us limit the amount of these substances we can emit. If we exceed these limits, we could be subject to fines and penalties. In order to meet SO2 and NOx regulations applicable to our generating facilities, we use low-sulfur coal and natural gas and have equipped the majority of our fossil fuel generating facilities with equipment to control such emissions.

We are subject to the SO2 allowance and trading program under the federal Clean Air Act Acid Rain Program. Under this program, each unit must have enough allowances to cover its SO2 emissions for that year. In 2016, we had adequate SO2 allowances to meet generation and we expect to have enough to cover emissions under this program in 2017.

 

44


Cross-State Air Pollution Update Rule

In September 2016, the EPA finalized the Cross-State Air Pollution Update Rule. The final rule addresses interstate transport of NOx emissions in 22 states including Kansas, Missouri and Oklahoma during the ozone season and the impact from the formation of ozone on downwind states with respect to the 2008 ozone National Ambient Air Quality Standards (NAAQS). Starting with the 2017 ozone season, the final rule will revise the existing ozone season allowance budgets for Missouri and Oklahoma and will establish an ozone season budget for Kansas. We do not believe this rule will have a material impact on our operations and consolidated financial results.

National Ambient Air Quality Standards

Under the federal CAA, the EPA sets NAAQS for certain emissions known as the “criteria pollutants” considered harmful to public health and the environment, including two classes of PM, ozone, NOx (a precursor to ozone), CO and SO2, which result from fossil fuel combustion. Areas meeting the NAAQS are designated attainment areas while those that do not meet the NAAQS are considered nonattainment areas. Each state must develop a plan to bring nonattainment areas into compliance with the NAAQS. NAAQS must be reviewed by the EPA at five-year intervals.

In October 2015, the EPA strengthened the ozone NAAQS by lowering the standards from 75 parts per billion (ppb) to 70 ppb. In September 2016, the KDHE recommended to the EPA that they designate the state of Kansas as in attainment or in attainment/unclassifiable with the standard. The EPA is required to make attainment/nonattainment designations for the revised standards by October 2017. If the EPA agrees with an attainment or attainment/unclassifiable designation for the state of Kansas, we do not believe this will have a material impact on our consolidated financial results.

In December 2012, the EPA strengthened an existing NAAQS for one class of PM. In December 2014, the EPA designated the entire state of Kansas as unclassifiable/in attainment with the standard. We do not believe this will have a material impact on our operations or consolidated financial results.

In 2010, the EPA revised the NAAQS for SO2. In March 2015, a federal court approved a consent decree between the EPA and environmental groups. The decree includes specific SO2 emissions criteria for certain electric generating plants that, if met, required the EPA to promulgate attainment/nonattainment designations for areas surrounding these plants. Tecumseh Energy Center is our only generating station that meets this criteria. In June 2016, the EPA accepted the State of Kansas recommendation to designate the areas surrounding the facility as unclassifiable, completing the second round of the designation process. In addition, in January 2017, KDHE formally recommended to the EPA a 2,000 ton per year limit for Tecumseh Energy Center Unit 7 in order to satisfy the requirements of the 1-hour SO2 Data Requirements Rule which governs the next round of the designations. By agreeing to the ton per year limitation, no further characterization of the area surrounding the plant is required. We continue to communicate with our regulatory agencies regarding these standards and evaluate what impact the revised NAAQS could have on our operations and consolidated financial results. If areas surrounding our facilities are designated in the future as nonattainment and/or we are required to install additional equipment to control emissions at our facilities, it could have a material impact on our operations and consolidated financial results.

Greenhouse Gases

Burning coal and other fossil fuels releases carbon dioxide (CO2) and other gases referred to as greenhouse gases (GHG). Various regulations under the federal CAA limit CO2 and other GHG emissions, and other measures are being imposed or offered by individual states, municipalities and regional agreements with the goal of reducing GHG emissions.

 

45


In October 2015, the EPA published a rule establishing new source performance standards that limit CO2 emissions for new, modified and reconstructed coal and natural gas fueled electric generating units to various levels per Megawatt hour depending on various characteristics of the units. Also in October 2015, the EPA published a rule establishing guidelines for states to regulate CO2 emissions from existing power plants. The standards for existing plants are known as the Clean Power Plan (CPP). Under the CPP, interim emissions performance rates must be achieved beginning in 2022 and final emissions performance rates must be achieved by 2030. Legal challenges to the CPP were filed by groups of states and industry members, including our Company, in the U.S. Court of Appeals for the D.C. Circuit beginning in October 2015. In February 2016, after the U.S. Court of Appeals for the D.C. Circuit denied requests to stay the CPP, the U.S. Supreme Court issued an order granting a stay of the rule pending resolution of the legal challenges. In September 2016, oral arguments were heard before the U.S. Court of Appeals for the D.C. Circuit to review the CPP and to conduct the review en banc. Despite the stay, the EPA issued a proposed rule formalizing the details of the CPP’s Clean Energy Incentive Program. In January 2017, the EPA denied our Petition for Reconsideration and Administrative Stay of the CPP. Due to the future uncertainty of the CPP, we cannot at this time determine the impact on our operations or consolidated financial results, but we believe the cost to comply with the CPP could be material.

Water

We discharge some of the water used in our operations. This water may contain substances deemed to be pollutants. Revised rules governing such discharges from coal-fired power plants were issued in November 2015. The final rule establishes limitations or forces the elimination of wastewater associated with coal combustion residual (CCR) handling. Implementation timelines for these requirements will vary from 2019 to 2023. We are evaluating the final rule at this time and cannot predict the resulting impact on our operations or consolidated financial results, but believe costs to comply could be material.

In October 2014, the EPA’s final standards for cooling intake structures at power plants to protect aquatic life took effect. The standards, based on Section 316(b) of the federal Clean Water Act (CWA), require subject facilities to choose among seven best available technology options to reduce fish impingement. In addition, some facilities must conduct studies to assist permitting authorities to determine whether and what site-specific controls, if any, would be required to reduce entrainment of aquatic organisms. Our current analysis indicates this rule will not have a significant impact on our coal plants that employ cooling towers. Biological monitoring may be required for La Cygne and Wolf Creek. We are currently evaluating the rule’s impact on those two plants and cannot predict the resulting impact on our operations or consolidated financial results, but we do not expect it to be material.

In June 2015, the EPA along with the U.S. Army Corps of Engineers issued a final rule, effective August 2015, defining the Waters of the United States for purposes of the CWA. This rulemaking has the potential to impact all programs under the CWA. Expansion of regulated waterways is possible under the rule depending on regulating authority interpretation, which could impact several permitting programs. Various states have filed lawsuits challenging the rule and, in October 2015, the U.S. Court of Appeals for the Sixth Circuit issued an order that temporarily stays implementation of the rule nationwide pending the outcome of the various legal challenges. It is believed the stay will last into 2017. We are currently evaluating the final rule. We do not believe the rule will have a material impact on our operations or consolidated financial results.

Regulation of Coal Combustion Residuals

In the course of operating our coal generation plants, we produce CCRs, including fly ash, gypsum and bottom ash. We recycle some of our ash production, principally by selling to the aggregate industry. The EPA published a rule to regulate CCRs in April 2015, which we believe will require additional CCR handling, processing and storage equipment and closure of certain ash disposal ponds. Impacts to operations will be dependent on the development of groundwater monitoring of CCR units being completed in 2017. We have recorded an ARO for our current estimate for closure of ash disposal ponds but may be required to record additional AROs in the future due to changes in existing CRR regulations, changes in interpretation of existing CCR regulations or changes in the timing or cost to close ash disposal ponds. If additional AROs are necessary, we believe the impact on our operations or consolidated financial results could be material. See Note 15, “Asset Retirement Obligations,” for additional information.

 

46


SPP Revenue Crediting

We are a member of the Southwest Power Pool, Inc. (SPP) RTO, which coordinates the operation of a multi-state interconnected transmission system. The SPP has recently completed the process of allocating revenue credits under its Open Access Transmission Tariff to sponsors of certain transmission system upgrades. Qualifying upgrades are those that are not financed through general rates paid by all customers and that result in additional revenue to the SPP. The SPP has determined sponsors are entitled to revenue credits for previously completed upgrades, and members are obligated to pay for revenue credits attributable to these historical upgrades. As a result, we paid the SPP in November 2016 $7.6 million related to revenue credits attributable to historical upgrades from March 2008 to August 2016. Most of the related charges will be recovered from our customers in future prices.

Nuclear Decommissioning

Nuclear decommissioning is a nuclear industry term for the permanent shutdown of a nuclear power plant and the removal of radioactive components in accordance with NRC requirements. The NRC will terminate a plant’s license and release the property for unrestricted use when a company has reduced the residual radioactivity of a nuclear plant to a level mandated by the NRC. The NRC requires companies with nuclear plants to prepare formal financial plans to fund nuclear decommissioning. These plans are designed so that sufficient funds required for nuclear decommissioning will be accumulated prior to the expiration of the license of the related nuclear power plant. Wolf Creek files a nuclear decommissioning site study with the KCC every three years.

The KCC reviews nuclear decommissioning plans in two phases. Phase one is the approval of the updated nuclear decommissioning study including the estimated costs to decommission the plant. Phase two involves the review and approval of a funding schedule prepared by the owner of the plant detailing how it plans to fund the future-year dollar amount of its pro rata share of the decommissioning costs.

In 2014, Wolf Creek updated the nuclear decommissioning cost study. Based on the study, our share of decommissioning costs, including decontamination, dismantling and site restoration, is estimated to be approximately $360.0 million. This amount compares to the prior site study estimate of $296.2 million. The site study cost estimate represents the estimate to decommission Wolf Creek as of the site study year. The actual nuclear decommissioning costs may vary from the estimates because of changes in regulations and technologies as well as changes in costs for labor, materials and equipment.

We are allowed to recover nuclear decommissioning costs in our prices over a period equal to the operating license of Wolf Creek, which is through 2045. The NRC requires that funds sufficient to meet nuclear decommissioning obligations be held in a trust. We believe that the KCC approved funding level will also be sufficient to meet the NRC requirement. Our consolidated financial results would be materially affected if we were not allowed to recover in our prices the full amount of the funding requirement.

We recovered in our prices and deposited in an external trust fund for nuclear decommissioning approximately $5.0 million in 2016, $2.8 million in 2015 and $2.8 million in 2014. We record our investment in the NDT fund at fair value, which approximated $200.1 million and $184.1 million as of December 31, 2016 and 2015, respectively.

Storage of Spent Nuclear Fuel

Under the Nuclear Waste Policy Act of 1982, the Department of Energy (DOE) is responsible for the permanent disposal of spent nuclear fuel. In 2010, the DOE filed a motion with the NRC to withdraw its then pending application to construct a national repository for the disposal of spent nuclear fuel and high-level radioactive waste at Yucca Mountain, Nevada. An NRC board denied the DOE’s motion to withdraw its application and the DOE appealed that decision to the full NRC. In 2011, the NRC issued an evenly split decision on the appeal and also ordered the licensing board to close out its work on the DOE’s application by the end of 2011 due to a lack of funding. These agency actions prompted the states of Washington and South Carolina, and a county in South Carolina, to file a lawsuit in a federal Court of Appeals asking the court to compel the NRC to resume its license review and to issue a decision on the license application. In August 2013, the court ordered the NRC to resume its review of the DOE’s application. The NRC has not yet issued its decision.

Wolf Creek is currently evaluating alternatives for expanding its existing on-site spent nuclear fuel storage to provide additional capacity prior to 2025. Wolf Creek is in discussions with the DOE to determine which of its incremental costs may be reimbursable. We cannot predict when, or if, an off-site storage site or alternative disposal site will be available to receive Wolf Creek’s spent nuclear fuel and will continue to monitor this activity.    

 

47


Nuclear Insurance

We maintain nuclear liability, property and accidental outage insurance for Wolf Creek. These policies contain certain industry standard terms, conditions and exclusions, including, but not limited to, ordinary wear and tear and war. An industry aggregate limit of $3.2 billion for nuclear events ($1.8 billion of non-nuclear events) plus any reinsurance, indemnity or any other source recoverable by Nuclear Electric Insurance Limited (NEIL), our property and accidental outage insurance provider, exists for acts of terrorism affecting Wolf Creek or any other NEIL insured plant within 12 months from the date of the first act. In addition, we are required to participate in industry-wide retrospective assessment programs as discussed below.

Nuclear Liability Insurance

Pursuant to the Price-Anderson Act, we insure against public nuclear liability claims resulting from nuclear incidents to the required limit of public liability, which is approximately $13.4 billion. This limit of liability consists of the maximum available commercial insurance of $375.0 million and the remaining $13.0 billion is provided through mandatory participation in an industry-wide retrospective assessment program. For incidents after January 1, 2017, this commercial insurance limit increased to $450.0 million. Under this retrospective assessment program, the owners of Wolf Creek are jointly and severally subject to an assessment of up to $127.3 million (our share is $59.8 million), payable at no more than $19.0 million (our share is $8.9 million) per incident per year per reactor for any commercial U.S. nuclear reactor qualifying incident. Both the total and yearly assessment is subject to an inflationary adjustment every five years with the next adjustment in 2018. In addition, Congress could impose additional revenue-raising measures to pay claims.

Nuclear Property and Accidental Outage Insurance

The owners of Wolf Creek carry decontamination liability, nuclear property damage and premature nuclear decommissioning liability insurance for Wolf Creek totaling approximately $2.8 billion. Insurance coverage for non-nuclear property damage accidents total approximately $2.3 billion. In the event of an extraordinary nuclear accident, insurance proceeds must first be used for reactor stabilization and site decontamination in accordance with a plan mandated by the NRC. Our share of any remaining proceeds can be used to pay for property damage or, if certain requirements are met, including decommissioning the plant, toward a shortfall in the NDT fund. The owners also carry additional insurance with NEIL to help cover costs of replacement power and other extra expenses incurred during a prolonged outage resulting from accidental property damage at Wolf Creek. If significant losses were incurred at any of the nuclear plants insured under the NEIL policies, we may be subject to retrospective assessments under the current policies of approximately $37.5 million (our share is $17.6 million).

Nuclear Insurance Considerations

Although we maintain various insurance policies to provide coverage for potential losses and liabilities resulting from an accident or an extended outage, our insurance coverage may not be adequate to cover the costs that could result from a catastrophic accident or extended outage at Wolf Creek. Any substantial losses not covered by insurance, to the extent not recoverable in our prices, would have a material effect on our consolidated financial results.

Fuel and Purchased Power Commitments

To supply a portion of the fuel requirements for our power plants, the owners of Wolf Creek have entered into various contracts to obtain nuclear fuel and we have entered into various contracts to obtain coal and natural gas. Some of these contracts contain provisions for price escalation and minimum purchase commitments. As of December 31, 2016, our share of Wolf Creek’s nuclear fuel commitments was approximately $16.5 million for uranium concentrates expiring in 2017, $2.5 million for conversion expiring in 2017, $80.3 million for uranium hexafluoride expiring in 2024, $81.6 million for enrichment expiring in 2027 and $29.7 million for fabrication expiring in 2025. In January 2017, Wolf Creek entered into a new nuclear fuel agreement resulting in an additional commitment, at our share, of approximately $16.4 million for uranium concentrates expiring 2024 and $1.7 million for conversion expiring 2024.

As of December 31, 2016, our coal and coal transportation contract commitments under the remaining terms of the contracts were approximately $659.4 million. The contracts are for plants that we operate and expire at various times through 2020.

 

48


As of December 31, 2016, our natural gas transportation contract commitments under the remaining terms of the contracts were approximately $105.8 million. The natural gas transportation contracts provide firm service to several of our natural gas burning facilities and expire at various times through 2030.

We have power purchase agreements with the owners of nine separate wind generation facilities with installed design capabilities of approximately 1,328 MW expiring in 2028 through 2036. Each of the agreements provide for our receipt and purchase of energy produced at a fixed price per unit of output. We estimate that our annual cost of energy purchased from these wind generation facilities will be approximately $140.1 million.

FERC Proceedings

See Note 4, “Rate Matters and Regulation - FERC Proceedings,” for information regarding a settlement of a complaint that was filed by the KCC against us with the FERC.

15. ASSET RETIREMENT OBLIGATIONS

Legal Liability

We have recognized legal obligations associated with the disposal of long-lived assets that result from the acquisition, construction, development or normal operation of such assets. Concurrent with the recognition of the liability, the estimated cost of the ARO is capitalized and depreciated over the remaining life of the asset. We estimate our AROs based on the fair value of the AROs we incurred at the time the related long-lived assets were either acquired, placed in service or when regulations establishing the obligation became effective. The recording of AROs for regulated operations has no income statement impact due to the deferral of the adjustments through the establishment of a regulatory asset or an offset to a regulatory liability.

We initially recorded AROs at fair value for the estimated cost to decommission Wolf Creek (KGE’s 47% share), retire our wind generation facilities, dispose of asbestos insulating material at our power plants, remediate ash disposal ponds, close ash landfills and dispose of polychlorinated biphenyl (PCB)-contaminated oil. ARO refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement may be conditional on a future event that may or may not be within the control of the entity. In determining our AROs, we make assumptions regarding probable future disposal costs. A change in these assumptions could have significant impact on the AROs reflected on our consolidated balance sheet.

The following table summarizes our legal AROs included on our consolidated balance sheets in long-term liabilities.

 

     As of December 31,  
     2016      2015  
     (In Thousands)  

Beginning ARO

   $ 275,285      $ 230,668  

Increase in ARO liabilities

     —          34,440  

Liabilities settled

     (5,372      (1,553

Accretion expense

     14,165        12,964  

Revisions in estimated cash flows

     39,873        (1,234
  

 

 

    

 

 

 

Ending ARO

   $ 323,951      $ 275,285  
  

 

 

    

 

 

 

In 2015, we recorded an approximately $34.4 million increase in our ARO in response to the EPA’s published rule to regulate CCRs. In 2016, we revised our ARO to include an additional $39.9 million to recognize costs associated with closure and post-closure of ash disposal ponds. See Note 14, “Commitments and Contingencies - Regulation of Coal Combustion Residuals,” for additional information.

We have an obligation to retire our wind generation facilities and remove the foundations. The ARO related to our owned wind generation facilities was determined based upon the date each wind generation facility was placed into service.

The amount of the retirement obligation related to asbestos disposal was recorded as of 1990, the date when the EPA published the “National Emission Standards for Hazardous Air Pollutants: Asbestos NESHAP Revision; Final Rule.”

 

49


We operate, as permitted by the state of Kansas, ash landfills and ash disposal ponds at several of our power plants. The retirement obligations for the ash landfills and ash disposal ponds were determined based upon the date each landfill was originally placed in service.

PCB-contaminated oil is contained within company electrical equipment, primarily transformers. The PCB retirement obligation was determined based upon the PCB regulations that originally became effective in 1978.

Non-Legal Liability - Cost of Removal

We collect in our prices the costs to dispose of plant assets that do not represent legal retirement obligations. As of December 31, 2016 and 2015, we had $5.7 million and $53.8 million, respectively, in amounts collected, but not yet spent, for removal costs classified as a regulatory liability.

16. LEGAL PROCEEDINGS

We and our subsidiaries are involved in various legal, environmental and regulatory proceedings. We believe that adequate provisions have been made and accordingly believe that the ultimate disposition of such matters will not have a material effect on our consolidated financial results. See Notes 4 and 14, “Rate Matters and Regulation” and “Commitments and Contingencies,” for additional information.

Pending Merger

Following the announcement of the merger agreement, two putative class action complaints (which were consolidated and superseded by a consolidated complaint) and one putative derivative complaint challenging the merger were filed in the District Court of Shawnee County, Kansas.

The consolidated putative class action complaint, filed on July 25, 2016, is captioned In re Westar Energy, Inc. Stockholder Litigation, Case No. 2016-CV-000457. This complaint names as defendants Westar Energy, the members of our board of directors and Great Plains Energy. The complaint asserts that the members of our board of directors breached their fiduciary duties to our shareholders in connection with the proposed merger. It also asserts that Westar Energy and Great Plains Energy aided and abetted such breaches of fiduciary duties. The complaint alleges, among other things, that (i) the merger consideration deprives our shareholders of fair consideration for their shares, (ii) the merger agreement contains deal protection provisions that unfairly favor Great Plains Energy and discourage third parties from submitting potentially superior proposals, (iii) the disclosures are misleading and/or omit material information necessary for our shareholders to make an informed decision whether to vote in favor of the proposed transaction and (iv) if the proposed transaction is consummated, certain of our directors and officers stand to receive significant benefits. The complaint seeks, among other remedies, (i) injunctive relief enjoining the merger, (ii) rescission of the merger agreement or rescissory damages, (iii) a directive to members of our board of directors to account for all damages caused by them as a result of their breaches of their fiduciary duties and (iv) an award for costs and disbursements, including attorneys’ fees and experts’ fees.

The putative derivative complaint, filed on July 5, 2016, and as amended on August 25, 2016, is captioned Braunstein v. Chandler et al., Case No. 2016-CV-000502. This putative derivative action names as defendants the members of our board of directors, Great Plains Energy and a subsidiary of Great Plains Energy, with Westar Energy named as a nominal defendant. The complaint asserts that the members of our board of directors breached their fiduciary duties to our shareholders in connection with the proposed merger. It also asserts that Great Plains Energy and a subsidiary of Great Plains Energy aided and abetted such breaches of fiduciary duties. The complaint alleges, among other things, that the members of our board of directors failed to obtain the best possible price for our shareholders because of a flawed process that discouraged third parties from submitting potentially superior proposals, and that the disclosures are false or misleading due to the omission of certain information. The complaint seeks, among other remedies, (i) a direction that the director defendants exercise their fiduciary duties to obtain a transaction which is in the best interests of us and our shareholders, (ii) a declaration that the proposed transaction was entered into in breach of the fiduciary duties of the defendants and is therefore unlawful and unenforceable, (iii) rescission of the merger agreement, (iv) the imposition of a constructive trust in favor of the plaintiff, on behalf of us, upon any benefits improperly received by the named defendants as a result of their wrongful conduct, (v) award for costs, including attorneys’ fees and experts’ fees, and (vi) the imposition of an injunction against the defendants and others from consummating the merger on the terms proposed.

On September 21, 2016, the parties in the consolidated putative class action and the putative derivative complaint independently agreed to withdraw requests for injunctive relief and otherwise agreed in principle to dismissing the actions with

 

50


prejudice and to providing releases. In exchange, the parties in the putative derivative complaint agreed that we would make supplemental disclosures to the shareholders, which disclosures were made in a Form 8-K filed on September 21, 2016, and the parties in the consolidated putative class action agreed that we would (i) make the disclosures in the Form 8-K filed on September 21, 2016, and (ii) grant waivers of the prohibition on requesting a waiver of the standstill provisions in the confidentiality and standstill agreements executed by the bidders that participated in the our sale process. These agreements do not constitute any admission by any of the defendants as to the merits of any claims. In the future the parties will prepare and present to the court for approval Stipulations of Settlement that will, if accepted by the court, settle the actions in their entirety.

17. COMMON STOCK

General

Westar Energy’s Restated Articles of Incorporation, as amended, provide for 275.0 million authorized shares of common stock. As of December 31, 2016 and 2015, Westar Energy had issued 141.8 million shares and 141.4 million shares, respectively.

Westar Energy has a direct stock purchase plan (DSPP). Shares of common stock sold pursuant to the DSPP may be either original issue shares or shares purchased in the open market. During 2016 and 2015, Westar Energy issued 0.4 million shares and 0.5 million shares, respectively, through the DSPP and other stock-based plans operated under the long-term incentive and share award plan. As of December 31, 2016 and 2015, a total of 1.0 million shares and 1.2 million shares, respectively, were available under the DSPP registration statement.

Issuances

In September 2013, Westar Energy entered into two forward sale agreements with two banks. Under the terms of the agreements, the banks, as forward sellers, borrowed 8.0 million shares of Westar Energy’s common stock from third parties and sold them to a group of underwriters for $31.15 per share. Pursuant to over-allotment options granted to the underwriters, the underwriters purchased in October 2013 an additional 0.9 million shares from the banks as forward sellers, increasing the total number of shares under the forward sale agreements to approximately 8.9 million. The underwriters received a commission equal to 3.5% of the sales price of all shares sold under each agreement.

In March 2013, Westar Energy entered into a three-year sales agency financing agreement and master forward sale agreement with a bank. Both agreements expired in March 2016. The maximum amount that Westar Energy could have offered and sold under the master agreement was the lesser of an aggregate of $500.0 million or approximately 25.0 million shares, subject to adjustment for share splits, share combinations and share dividends. Under the terms of the sales agency financing agreement, Westar Energy could have offered and sold shares of its common stock from time to time. The agent received a commission equal to 1% of the sales price of all shares sold under the agreements.

The following table summarizes our common stock activity pursuant to the two forward sale agreements. There was no common stock sale activity under these agreements in 2016.

 

     Year Ended December 31,  
     2015      2014  

Shares that could be settled at beginning of year

     9,160,500        12,052,976  

Transactions settled (a)

     9,160,500        2,892,476  
  

 

 

    

 

 

 

Shares that could be settled at end of year

     —          9,160,500  
  

 

 

    

 

 

 

 

(a) The shares settled during the years ended December 31, 2015 and 2014, were settled with a physical settlement amount of approximately $254.6 million and $82.9 million, respectively.

 

51


The forward sale transactions were entered into at market prices; therefore, the forward sale agreements had no initial fair value. Westar Energy did not receive any proceeds from the sale of common stock under the forward sale agreements until transactions were settled. Westar Energy settled the forward sale transactions through physical share settlement and recorded the forward sale agreements within equity. The shares under the forward sale agreements were initially priced when the transactions were entered into and were subject to certain fixed pricing adjustments during the term of the agreements. The net proceeds from the forward sale transactions represent the prices established by the forward sale agreements applicable to the time periods in which physical settlement occurred.

Westar Energy used the proceeds from the transactions described above to repay short-term borrowings, with such borrowed amounts principally used for investments in capital equipment, as well as for working capital and general corporate purposes.

18. VARIABLE INTEREST ENTITIES

In determining the primary beneficiary of a VIE, we assess the entity’s purpose and design, including the nature of the entity’s activities and the risks that the entity was designed to create and pass through to its variable interest holders. A reporting enterprise is deemed to be the primary beneficiary of a VIE if it has (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant to the VIE. The primary beneficiary of a VIE is required to consolidate the VIE. The trusts holding our 8% interest in JEC and our 50% interest in La Cygne unit 2 are VIEs of which we are the primary beneficiary.

We assess all entities with which we become involved to determine whether such entities are VIEs and, if so, whether or not we are the primary beneficiary of the entities. We also continuously assess whether we are the primary beneficiary of the VIEs with which we are involved. Prospective changes in facts and circumstances may cause us to reconsider our determination as it relates to the identification of the primary beneficiary.

8% Interest in Jeffrey Energy Center

Under an agreement that expires in January 2019, we lease an 8% interest in JEC from a trust. The trust was financed with an equity contribution from an owner participant and debt issued by the trust. The trust was created specifically to purchase the 8% interest in JEC and lease it to a third party, and does not hold any other assets. We meet the requirements to be considered the primary beneficiary of the trust. In determining the primary beneficiary of the trust, we concluded that the activities of the trust that most significantly impact its economic performance and that we have the power to direct include (1) the operation and maintenance of the 8% interest in JEC, (2) our ability to exercise a purchase option at the end of the agreement at the lesser of fair value or a fixed amount and (3) our option to require refinancing of the trust’s debt. We have the potential to receive benefits from the trust that could potentially be significant if the fair value of the 8% interest in JEC at the end of the agreement is greater than the fixed amount. The possibility of lower interest rates upon refinancing the debt also creates the potential for us to receive significant benefits.

50% Interest in La Cygne Unit 2

Under an agreement that expires in September 2029, KGE entered into a sale-leaseback transaction with a trust under which the trust purchased KGE’s 50% interest in La Cygne unit 2 and subsequently leased it back to KGE. The trust was financed with an equity contribution from an owner participant and debt issued by the trust. The trust was created specifically to purchase the 50% interest in La Cygne unit 2 and lease it back to KGE, and does not hold any other assets. We meet the requirements to be considered the primary beneficiary of the trust. In determining the primary beneficiary of the trust, we concluded that the activities of the trust that most significantly impact its economic performance and that we have the power to direct include (1) the operation and maintenance of the 50% interest in La Cygne unit 2 and (2) our ability to exercise a purchase option at the end of the agreement at the lesser of fair value or a fixed amount. We have the potential to receive benefits from the trust that could potentially be significant if the fair value of the 50% interest in La Cygne unit 2 at the end of the agreement is greater than the fixed amount. In February 2016, KGE effected a redemption and reissuance of the $162.1 million in outstanding bonds maturing March 2021. See Note 10, “Long-term Debt,” for additional information.

 

52


Financial Statement Impact

We have recorded the following assets and liabilities on our consolidated balance sheets related to the VIEs described above.

 

     As of December 31,  
     2016      2015  
     (In Thousands)  

Assets:

     

Property, plant and equipment of variable interest entities, net

   $ 257,904      $ 268,239  

Regulatory assets (a)

     10,396        9,088  

Liabilities:

     

Current maturities of long-term debt of variable interest entities

   $ 26,842      $ 28,309  

Accrued interest (b)

     867        2,457  

Long-term debt of variable interest entities, net

     111,209        138,097  

 

(a) Included in long-term regulatory assets on our consolidated balance sheets.
(b) Included in accrued interest on our consolidated balance sheets.

All of the liabilities noted in the table above relate to the purchase of the property, plant and equipment. The assets of the VIEs can be used only to settle obligations of the VIEs and the VIEs’ debt holders have no recourse to our general credit. We have not provided financial or other support to the VIEs and are not required to provide such support. We did not record any gain or loss upon initial consolidation of the VIEs.

19. LEASES

Operating Leases

We lease office buildings, computer equipment, vehicles, railcars and other property and equipment. In determining lease expense, we recognize the effects of scheduled rent increases on a straight-line basis over the minimum lease term.

Rental expense and estimated future commitments under operating leases are as follows.

 

Year Ended December 31,

   Total
Operating
Leases
 
     (In Thousands)  

Rental expense:

  

2014

   $ 14,143  

2015

     14,035  

2016

     13,563  

Future commitments:

  

2017

   $ 13,007  

2018

     11,659  

2019

     10,274  

2020

     7,615  

2021

     5,776  

Thereafter

     7,845  
  

 

 

 

Total future commitments

   $ 56,176  
  

 

 

 

 

53


Capital Leases

We identify capital leases based on defined criteria. For both vehicles and computer equipment, new leases are signed each month based on the terms of master lease agreements.

Assets recorded under capital leases are listed below.

 

     As of December 31,  
     2016      2015  
     (In Thousands)  

Vehicles

   $ 15,595      $ 17,345  

Computer equipment

     1,073        1,204  

Generation plant

     40,048        40,048  

Accumulated amortization

     (13,542      (13,477
  

 

 

    

 

 

 

Total capital leases

   $ 43,174      $ 45,120  
  

 

 

    

 

 

 

Capital leases are treated as operating leases for rate making purposes. Minimum annual rental payments, excluding administrative costs such as property taxes, insurance and maintenance, under capital leases are listed below.

 

Year Ended December 31,

   Total Capital
Leases
 
     (In Thousands)  

2017

   $ 5,803  

2018

     5,722  

2019

     5,101  

2020

     4,443  

2021

     3,942  

Thereafter

     52,496  
  

 

 

 
     77,507  

Amounts representing imputed interest

     (29,900
  

 

 

 

Present value of net minimum lease payments under capital leases

     47,607  

Less: Current portion

     3,179  
  

 

 

 

Total long-term obligation under capital leases

   $ 44,428  
  

 

 

 

 

54


20. QUARTERLY RESULTS (UNAUDITED)

Our business is seasonal in nature and, in our opinion, comparisons between the quarters of a year do not give a true indication of overall trends and changes in operations.

 

2016    First      Second      Third      Fourth  
     (In Thousands, Except Per Share Amounts)  

Revenues (a)

   $ 569,450      $ 621,448      $ 764,654      $ 606,535  

Net income (a)

     68,708        76,144        158,553        57,795  

Net income attributable to Westar Energy, Inc. (a)

     65,585        72,340        154,720        53,932  

Per Share Data (a):

           

Basic:

           

Earnings available

   $ 0.46      $ 0.51      $ 1.09      $ 0.38  

Diluted:

           

Earnings available

   $ 0.46      $ 0.51      $ 1.08      $ 0.38  

Cash dividend declared per common share

   $ 0.38      $ 0.38      $ 0.38      $ 0.38  

Market price per common share:

           

High

   $ 50.38      $ 57.25      $ 56.95      $ 57.50  

Low

   $ 40.01      $ 48.92      $ 52.52      $ 54.41  

 

(a) Items are computed independently for each of the periods presented and the sum of the quarterly amounts may not equal the total for the year.

 

2015    First      Second      Third      Fourth  
     (In Thousands, Except Per Share Amounts)  

Revenues (a)

   $ 590,807      $ 589,563      $ 732,829      $ 545,965  

Net income (a)

     53,163        66,243        140,564        41,826  

Net income attributable to Westar Energy, Inc. (a)

     50,980        63,710        138,003        39,235  

Per Share Data (a):

           

Basic:

           

Earnings available

   $ 0.38      $ 0.47      $ 0.97      $ 0.28  

Diluted:

           

Earnings available

   $ 0.38      $ 0.46      $ 0.97      $ 0.28  

Cash dividend declared per common share

   $ 0.36      $ 0.36      $ 0.36      $ 0.36  

Market price per common share:

           

High

   $ 44.03      $ 39.65      $ 40.22      $ 43.56  

Low

   $ 36.58      $ 33.88      $ 34.17      $ 37.55  

 

(a) Items are computed independently for each of the periods presented and the sum of the quarterly amounts may not equal the total for the year.

 

55


WESTAR ENERGY, INC.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

 

Description

   Balance at
Beginning
of Period
     Charged to
Costs and
Expenses
     Deductions (a)      Balance
at End
of Period
 
     (In Thousands)  

Year ended December 31, 2014

           

Allowances deducted from assets for doubtful accounts

   $ 4,596      $ 9,752      $ (9,039    $ 5,309  

Year ended December 31, 2015

           

Allowances deducted from assets for doubtful accounts

   $ 5,309      $ 8,614      $ (8,629    $ 5,294  

Year ended December 31, 2016

           

Allowances deducted from assets for doubtful accounts

   $ 5,294      $ 12,197      $ (10,824    $ 6,667  

 

(a) Result from write-offs of accounts receivable.

 

56

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The Unaudited Pro Forma Condensed Combined Financial Statements (referred to as the “pro forma financial statements”) have been derived from the historical consolidated financial statements of Great Plains Energy Incorporated (“Great Plains Energy”) and Westar Energy, Inc. (“Westar”). The pro forma financial statements should be read in conjunction with the:

 

    accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements;

 

    consolidated financial statements of Great Plains Energy as of and for the year ended December 31, 2016, included in Great Plains Energy’s Annual Report on Form 10-K; and

 

    consolidated financial statements of Westar as of and for the year ended December 31, 2016, included in Westar’s Annual Report on Form 10-K.

The pro forma financial statements give effect to the acquisition by Great Plains Energy of Westar (referred to as the “merger”) pursuant to an Agreement and Plan of Merger dated May 29, 2016 among Great Plains Energy, Westar and GP Star, Inc. (referred to as the “merger agreement”), as well as Great Plains Energy’s expected issuances of (a) its mandatory convertible preferred stock pursuant to a stock purchase agreement between Great Plains Energy and OCM Credit Portfolio LP (“OMERS”) and (b) its debt securities to finance the cash portion of the merger consideration (collectively referred to as the “transactions”). Great Plains Energy obtained committed financing in the form of a senior unsecured bridge term loan facility from Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC, the amount available thereunder of which is currently $5.1 billion and a portion of which has been syndicated to other financial institutions. However, Great Plains Energy has prepared its pro forma financial statements assuming the cash portion of the merger consideration will be financed through its expected issuances of equity and debt based on current market conditions, and as a result, these pro forma financial statements assume that Great Plains Energy will not borrow any amounts under the bridge term loan facility. Any borrowings under the bridge term loan facility would be classified as short-term debt in current liabilities.

The Unaudited Pro Forma Condensed Combined Statement of Income (referred to as the “pro forma statement of income”) for the year ended December 31, 2016 gives effect to the transactions as if they occurred on January 1, 2016. The Unaudited Pro Forma Condensed Combined Balance Sheet (referred to as the “pro forma balance sheet”) as of December 31, 2016 gives effect to the transactions as if they occurred on December 31, 2016.

The historical consolidated financial information has been adjusted in the pro forma financial statements to give effect to pro forma events that are: (1) directly attributable to the merger; (2) factually supportable; and (3) with respect to the pro forma statement of income, expected to have a continuing impact on the combined results of Great Plains Energy and Westar. As such, the impact of merger related expenses is not included in the pro forma statement of income. However, the impact of these expenses is reflected in the pro forma balance sheet as an increase to other current liabilities and a decrease to retained earnings.

As described in the accompanying notes, the pro forma financial statements have been prepared using the acquisition method of accounting under existing generally accepted accounting principles, or GAAP, and the regulations of the Securities and Exchange Commission. Great Plains Energy has been treated as the acquirer in the merger for accounting purposes. The purchase price for the pro forma financial statements has been estimated based on (1) the number of outstanding shares of Westar common stock on December 31, 2016, and (2) an assumed exchange ratio of 0.3148 determined using the 20-day volume-weighted average price per share of Great Plains Energy common stock ending on February 15, 2017.

Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in connection with the pro forma financial statements. Since the pro forma financial statements have been prepared based on preliminary estimates, the final amounts recorded at the date of the merger may differ materially from the information presented. These estimates are subject to change pending further review of the assets acquired and liabilities assumed and the final purchase price.

The pro forma financial statements have been presented for illustrative purposes only and are not necessarily indicative of the results of operations and financial position that would have been achieved had the pro forma events taken place on the dates indicated, or the future consolidated results of operations or financial position of the combined company.

 

1


GREAT PLAINS ENERGY INCORPORATED

Unaudited Pro Forma Condensed Combined Balance Sheet

December 31, 2016

 

    Great Plains
Energy Historical
(Note 3(a))
    Westar
Historical
(Note 3(a))
    Pro Forma
Adjustments
    Note 3   Great Plains
Energy Combined
Pro Forma
 
    (millions)  

ASSETS

 

Current Assets

         

Cash and cash equivalents

  $ 1,293.1     $ 3.1     $ (1,030.2   (b)   $ 266.0  

Time deposit

    1,000.0       —         (1,000.0   (b)     —    

Receivables, net

    166.0       288.6       (25.4   (c)     429.2  

Accounts receivable pledged as collateral

    172.4       —             172.4  

Fuel inventories, at average cost

    108.8       107.1           215.9  

Materials and supplies, at average cost

    162.2       193.0           355.2  

Deferred refueling outage costs

    22.3       20.3           42.6  

Refundable income taxes

    —         13.0           13.0  

Interest rate derivative instruments

    79.3       —         (79.3   (i)     —    

Prepaid expenses and other assets

    55.4       46.2       (23.6   (i)     78.0  
 

 

 

   

 

 

   

 

 

     

 

 

 

Total

    3,059.5       671.3       (2,158.5       1,572.3  
 

 

 

   

 

 

   

 

 

     

 

 

 

Utility Plant, at Original Cost

         

Electric

    13,597.7       12,819.8           26,417.5  

Less - accumulated depreciation

    5,106.9       4,405.0           9,511.9  
 

 

 

   

 

 

   

 

 

     

 

 

 

Net utility plant in service

    8,490.8       8,414.8       —           16,905.6  

Construction work in progress

    403.9       771.6           1,175.5  

Nuclear fuel, net of amortization

    62.0       62.0           124.0  
 

 

 

   

 

 

   

 

 

     

 

 

 

Total

    8,956.7       9,248.4       —           18,205.1  
 

 

 

   

 

 

   

 

 

     

 

 

 

Property, Plant and Equipment of Variable Interest Entities

         

Electric

    —         498.0           498.0  

Less - accumulated depreciation

    —         240.1           240.1  
 

 

 

   

 

 

   

 

 

     

 

 

 

Net property, plant and equipment

    —         257.9       —           257.9  
 

 

 

   

 

 

   

 

 

     

 

 

 

Investments and Other Assets

         

Nuclear decommissioning trust fund

    222.9       200.1           423.0  

Regulatory assets

    1,048.0       859.6       193.4     (d)     2,101.0  

Goodwill

    169.0       —         4,698.9     (k)     4,867.9  

Other

    113.9       249.8       (6.5   (c)     342.2  
        (15.0   (e)  
 

 

 

   

 

 

   

 

 

     

 

 

 

Total

    1,553.8       1,309.5       4,870.8         7,734.1  
 

 

 

   

 

 

   

 

 

     

 

 

 

Total

  $ 13,570.0     $ 11,487.1     $ 2,712.3       $ 27,769.4  
 

 

 

   

 

 

   

 

 

     

 

 

 

 

The accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements are an integral part of these statements.

 

2


GREAT PLAINS ENERGY INCORPORATED

Unaudited Pro Forma Condensed Combined Balance Sheet

December 31, 2016

 

    Great Plains
Energy Historical
(Note 3(a))
    Westar
Historical
(Note 3(a))
    Pro Forma
Adjustments
    Note 3   Great Plains
Energy Combined
Pro Forma
 
    (millions)  

LIABILITIES AND CAPITALIZATION

 

Current Liabilities

         

Notes payable

  $ —       $ —           $ —    

Collateralized note payable

    172.4       —             172.4  

Commercial paper

    334.8       366.7           701.5  

Current maturities of long-term debt

    382.1       125.0           507.1  

Current maturities of long-term debt of variable interest entities

    —         26.8       0.3     (d)     27.1  

Accounts payable

    323.7       221.0       (25.4   (c)     519.3  

Accrued taxes

    33.3       85.7           119.0  

Accrued interest

    50.8       72.5           123.3  

Accrued compensation and benefits

    52.1       16.2           68.3  

Pension and post-retirement liability

    3.0       3.0           6.0  

Other

    32.6       114.5       74.9     (g)     265.8  
        43.8     (h)  
 

 

 

   

 

 

   

 

 

     

 

 

 

Total

    1,384.8       1,031.4       93.6         2,509.8  
 

 

 

   

 

 

   

 

 

     

 

 

 

Deferred Credits and Other Liabilities

         

Deferred income taxes

    1,329.7       1,752.8       (52.0   (f)     3,030.5  

Deferred tax credits

    126.2       210.7           336.9  

Asset retirement obligations

    316.0       324.0           640.0  

Pension and post-retirement liability

    488.3       459.0           947.3  

Regulatory liabilities

    309.9       239.5           549.4  

Other

    87.9       136.6       (6.5   (c)     218.0  
 

 

 

   

 

 

   

 

 

     

 

 

 

Total

    2,658.0       3,122.6       (58.5       5,722.1  
 

 

 

   

 

 

   

 

 

     

 

 

 

Capitalization

         

Shareholders’ equity

         

Common stock

    4,217.0       2,727.3       (1,489.5   (j)     5,454.8  

Preference stock

         

Mandatory convertible preferred stock

    836.2       —         720.0     (e)     1,556.2  

Retained earnings

    1,119.2       1,078.6       (1,134.9   (j)     1,062.9  

Treasury stock, at cost

    (3.8     —             (3.8

Accumulated other comprehensive loss

    (6.6     —             (6.6
 

 

 

   

 

 

   

 

 

     

 

 

 

Total shareholders’ equity

    6,162.0       3,805.9       (1,904.4       8,063.5  

Noncontrolling interests

    —         27.3           27.3  

Long-term debt

    3,365.2       3,388.7       4,580.2     (d)     11,334.1  

Long-term debt of variable interest entities

    —         111.2       1.4     (d)     112.6  
 

 

 

   

 

 

   

 

 

     

 

 

 

Total

    9,527.2       7,333.1       2,677.2         19,537.5  
 

 

 

   

 

 

   

 

 

     

 

 

 

Commitments and Contingencies

         
 

 

 

   

 

 

   

 

 

     

 

 

 

Total

  $ 13,570.0     $ 11,487.1     $ 2,712.3       $ 27,769.4  
 

 

 

   

 

 

   

 

 

     

 

 

 

The accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements are an integral part of these statements.

 

3


GREAT PLAINS ENERGY INCORPORATED

Unaudited Pro Forma Condensed Combined Statement of Income

For the Year Ended December 31, 2016

 

    Great Plains
Energy Historical
(Note 3(a))
    Westar
Historical

(Note 3(a))
    Pro Forma
Adjustments
    Note 3   Great Plains
Energy Combined
Pro Forma
 
    (millions, except per share amounts)  

Operating Revenues

 

Electric revenues

  $ 2,676.0     $ 2,562.1     $ (3.5   (c)   $ 5,234.6  
 

 

 

   

 

 

   

 

 

     

 

 

 

Operating Expenses

         

Fuel and purchased power

    590.1       505.3           1,095.4  

Transmission

    84.8       237.0       (1.2   (c)     320.6  

Utility operating and maintenance expenses

    759.5       584.2       (2.3   (c)     1,341.4  

Costs to achieve anticipated acquisition

    34.2       10.2       (27.6   (h)     16.8  

Depreciation and amortization

    344.8       338.5           683.3  

General taxes

    226.7       191.7           418.4  

Other

    17.0       5.4           22.4  
 

 

 

   

 

 

   

 

 

     

 

 

 

Total

    2,057.1       1,872.3       (31.1       3,898.3  
 

 

 

   

 

 

   

 

 

     

 

 

 

Operating income

    618.9       689.8       27.6         1,336.3  

Non-operating income (expense)

    2.8       11.1       (3.2   (i)     10.7  

Interest charges

    (161.5     (161.7     (166.9   (d)     (533.8
        (43.7   (i)  
 

 

 

   

 

 

   

 

 

     

 

 

 

Income before income tax expense and income from equity investments

    460.2       539.2       (186.2       813.2  

Income tax expense

    (172.2     (184.5     79.9     (f)     (276.8

Income from equity investments, net of income taxes

    2.0       6.5           8.5  
 

 

 

   

 

 

   

 

 

     

 

 

 

Net income

    290.0       361.2       (106.3       544.9  

Less: Net income attributable to noncontrolling interests

    —         (14.6         (14.6
 

 

 

   

 

 

   

 

 

     

 

 

 

Net income attributable to controlling interests

    290.0       346.6       (106.3       530.3  

Preferred stock dividend requirements

    16.5       —         98.3     (e)     114.8  
 

 

 

   

 

 

   

 

 

     

 

 

 

Earnings available for common shareholders

  $ 273.5     $ 346.6     $ (204.6     $ 415.5  
 

 

 

   

 

 

   

 

 

     

 

 

 

Average number of basic common shares outstanding

    169.4       142.1       (51.9   (l)     259.6  

Average number of diluted common shares outstanding

    169.8       142.5       (52.3   (l)     260.0  

Basic earnings per common share

  $ 1.61     $ 2.43         $ 1.60  

Diluted earnings per common share

  $ 1.61     $ 2.43         $ 1.60  

The accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements are an integral part of these statements.

 

4


NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1. Basis of Pro Forma Presentation

The pro forma statement of income for the year ended December 31, 2016 gives effect to the transactions as if they were completed on January 1, 2016. The pro forma balance sheet as of December 31, 2016 gives effect to the transactions as if they were completed on December 31, 2016.

The pro forma financial statements have been derived from the historical consolidated financial statements of Great Plains Energy and Westar. Assumptions and estimates underlying the pro forma adjustments are described in these notes, which should be read in conjunction with the pro forma financial statements. Since the pro forma financial statements have been prepared based upon preliminary estimates, the final amounts recorded at the date of the merger may differ materially from the information presented. These estimates are subject to change pending further review of the assets acquired and liabilities assumed.

The merger is reflected in the pro forma financial statements as an acquisition of Westar by Great Plains Energy, based on the guidance provided by accounting standards for business combinations. Under these accounting standards, the total estimated purchase price is calculated as described in Note 2 to the pro forma financial statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Great Plains Energy has applied the accounting guidance for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions of the merger, including historical and current market data. The pro forma adjustments included herein are preliminary and will be revised at the time of the merger as additional information becomes available and as additional analyses are performed. The final purchase price allocation will be determined at the time that the merger is completed and the final amounts recorded for the merger may differ materially from the information presented.

Estimated transaction costs have been excluded from the pro forma statement of income as they reflect non-recurring charges directly related to the merger. However, the anticipated transaction costs are reflected in the pro forma balance sheet as an increase in other current liabilities and a decrease in retained earnings.

The pro forma financial statements do not reflect any cost savings (or associated costs to achieve such savings) from operating efficiencies that could result from the merger. Further, the pro forma financial statements do not reflect the effect of any regulatory actions that may impact the pro forma financial statements when the merger is completed.

 

5


Westar’s regulated operations are comprised of electric generation, transmission and distribution operations. These operations are subject to the rate-setting authority of the Federal Energy Regulatory Commission and the Kansas Corporation Commission and are accounted for pursuant to GAAP, including the accounting guidance for regulated operations. The rate-setting and cost recovery provisions currently in place for Westar’s regulated operations provide revenue derived from costs including a return on investment of assets and liabilities included in rate base. Thus, the fair values of Westar’s tangible and intangible assets and liabilities subject to these rate-setting provisions approximate their carrying values, and the pro forma financial statements do not reflect any net adjustments related to these amounts.

Note 2. Preliminary Purchase Price and Preliminary Purchase Price Allocation

The merger agreement provides that each outstanding share of Westar common stock at the effective time of the merger (subject to certain exceptions) will be converted into the right to receive $51 of cash consideration and a number of shares of Great Plains Energy common stock equal to an exchange ratio that may vary between 0.2709 and 0.3148, based upon the volume-weighted average share price of Great Plains Energy common stock on the New York Stock Exchange for the 20 consecutive full trading days ending on (and including) the third trading day immediately prior to the date of the effective time of the merger.

The purchase price for the merger is estimated as follows (shares in thousands):

 

Westar shares outstanding as of December 31, 2016

     141,791  

Cash consideration (per Westar share)

   $ 51.00  
  

 

 

 

Estimated cash portion of purchase price (in millions)

   $ 7,231.3  

Westar shares outstanding as of December 31, 2016

     141,791  

Exchange ratio (per Westar share)

     0.3148  
  

 

 

 

Estimated total Great Plains Energy common shares assumed to be issued

     44,635.8  

Closing price of Great Plains Energy common stock on February 15, 2017

   $ 27.73  
  

 

 

 

Estimated equity portion of purchase price (in millions)

   $ 1,237.8  

Estimated equity compensation (in millions)

     34.7  
  

 

 

 

Total estimated purchase price (in millions)

   $ 8,503.8  
  

 

 

 

The preliminary purchase price was computed using Westar’s outstanding shares as of December 31, 2016, multiplied by the cash consideration portion of the purchase price and adjusted for the exchange ratio for the equity portion of the purchase price. The preliminary purchase price reflects an exchange ratio of 0.3148, as the 20-day volume-weighted average price per share of Great Plains Energy common stock ending on February 15, 2017 was 27.2805. The preliminary purchase price reflects the market value of Great Plains Energy common stock to be issued in connection with the merger based on the closing price of Great Plains Energy common stock on February 15, 2017. The preliminary purchase price also reflects the total estimated fair value of Westar’s equity compensation awards settled as of December 31, 2016 as required by the merger agreement, excluding the value attributable to post-combination service and net of the impact of deferred income taxes.

The preliminary purchase price will fluctuate with the market price of Great Plains Energy common stock through the 20-day volume-weighted average price per share used to calculate the exchange ratio and through the value of Great Plains Energy stock issued at the close of the transaction until the purchase price is reflected on an actual basis when the merger is completed. An increase of 20% in the 20-day volume-weighted average price per share from the price used above would decrease the purchase price by approximately $157 million. A decrease of 20% in the 20-day volume-weighted average price per share

 

6


from the price used above would not impact the purchase price. These fluctuations assume a closing price of Great Plains Energy common stock at the effective time of the merger of $27.73, the closing price of Great Plains Energy common stock on February 15, 2017.

An increase or decrease of 20% in the Great Plains Energy closing common share price from the price used above would increase or decrease the purchase price by approximately $248 million, assuming an exchange ratio of 0.3148.

The allocation of the preliminary purchase price to the fair values of assets acquired and liabilities assumed includes pro forma adjustments to reflect the fair values of Westar’s assets and liabilities. The allocation of the preliminary purchase price is as follows (in millions):

 

Current Assets

   $ 671.3  

Total Utility Plant, Net

     9,248.4  

Property, Plant and Equipment of Variable Interest Entities, Net

     257.9  

Goodwill

     4,698.9  

Other Long-Term Assets, excluding Goodwill

     1,502.9  
  

 

 

 

Total Assets

   $ 16,379.4  

Current Liabilities, including Current Maturities of Long-Term Debt

     1,031.7  

Long-Term Liabilities

     3,121.9  

Long-Term Debt

     3,582.1  

Long-Term Debt of Variable Interest Entities

     112.6  

Noncontrolling Interests

     27.3  
  

 

 

 

Total Liabilities and Noncontrolling Interests

     7,875.6  
  

 

 

 

Total Estimated Purchase Price

   $ 8,503.8  
  

 

 

 

Note 3. Adjustments to Pro Forma Financial Statements

The pro forma adjustments included in the pro forma financial statements are as follows:

 

  (a) Great Plains Energy and Westar historical presentation – Based on the amounts reported in the consolidated statements of income and balance sheets of Great Plains Energy and Westar for the year ended December 31, 2016, certain financial statement line items included in Westar’s historical presentation have been reclassified to conform to corresponding financial statement line items included in Great Plains Energy’s historical presentation. These reclassifications have no material impact on the historical operating income, net income attributable to controlling interests, total assets, liabilities or shareholders’ equity reported by Great Plains Energy or Westar.

Additionally, based on Great Plains Energy’s review of Westar’s summary of significant accounting policies disclosed in Westar’s consolidated historical financial statements, which are filed as Exhibit 99.1 to this Current Report on Form 8-K, as well as preliminary discussions with Westar management, the nature and amount of any adjustments to the historical financial statements of Westar to conform its accounting policies to those of Great Plains Energy are not expected to be material. Upon completion of the merger, further review of Westar’s accounting policies and financial statements may result in revisions to Westar’s policies and classifications to conform to those of Great Plains Energy.

 

7


  (b) Cash and cash equivalents – The pro forma balance sheet reflects the following pro forma adjustments (in millions):

 

     December 31
2016
     Note 3
FN

Proceeds from long-term debt issuance

   $ 4,415.0      (d)

Proceeds from issuance of mandatory convertible preferred stock

     750.0      (e)

Proceeds from redemption of time deposit

     1,000.0     

Debt and equity issuance fees

     (43.2    (d)(e)

Estimated cash portion of purchase price

     (7,231.3   

Settlement of interest rate swaps

     79.3      (i)
  

 

 

    

Total

   $ (1,030.2   
  

 

 

    

 

  (c) Intercompany Transactions – Reflects the elimination of jointly-owned electric plant and electric transmission transactions between Great Plains Energy and Westar, as if Great Plains Energy and Westar were consolidated affiliates during the periods presented.

 

  (d) Long-Term Debt – The pro forma balance sheet includes the following pro forma adjustments to the line item of Long-term debt (in millions):

 

     December 31
2016
 

Westar long-term debt fair value adjustment

   $ 193.4  

Issuance of long-term debt (net of issuance costs)

     4,386.8  
  

 

 

 

Total

   $ 4,580.2  
  

 

 

 

The line items of Current maturities of long-term debt of variable interest entities and Long-term debt of variable interest entities also include pro forma adjustments to reflect Westar’s long-term debt at estimated fair value. For purposes of the pro forma adjustments, estimated fair value is based on prevailing market prices for the individual debt securities as of December 31, 2016. The final fair value determination of the debt will be based on prevailing market prices at the completion of the merger. The fair value adjustment to Westar’s regulated company debt of $193.4 million within the Long-term debt line item is offset by an increase to regulatory assets. The fair value adjustment to the long-term debt of Westar’s variable interest entities (if there continues to be a premium to book value) will be amortized as a reduction to interest expense over the remaining life of the debt.

The $4,386.8 million issuance of long-term debt (net of issuance costs of $28.2 million) reflects Great Plains Energy’s anticipated debt financing for a portion of the estimated cash consideration of the merger and other costs directly attributable to the merger.

 

8


The pro forma statement of income includes the following pro forma adjustments related to long-term debt in the line item of Interest charges (in millions):

 

     Year Ended
December 31, 2016
 

Interest expense on $4,386.8 million of long-term debt

   $ (167.4

Long-term debt fair value adjustment amortization

     0.5  
  

 

 

 

Total

   $ (166.9
  

 

 

 

The pro forma adjustment for the incremental interest expense on the estimated $4,386.8 million of long-term debt that Great Plains Energy expects to issue includes the amortization of the estimated issuance costs over the lives of the debt issued. The incremental interest expense reflects an estimated average annual interest cost of 3.79%. A change of 0.125% in the estimated average annual interest rate would cause a change in annual interest expense of approximately $5.5 million.

The amortization of the long-term debt fair value adjustment pertains to Westar’s long-term debt of variable interest entities. The effect of the fair value adjustment is being amortized over the remaining life of the individual debt issuances, with the longest amortization period being approximately 4 years. The remainder of the fair value adjustments for Westar’s regulated company debt is offset by an increase to regulatory assets, and amortization of these adjustments will offset each other with no effect on earnings.

 

  (e) Preferred Stock – The pro forma balance sheet includes pro forma adjustments to reflect $720.0 million of proceeds (net of $30 million of issuance costs) from Great Plains Energy’s expected issuance of 750,000 shares of 7.25% mandatory convertible preferred stock to OMERS pursuant to a stock purchase agreement to finance a portion of the estimated cash consideration of the merger. The pro forma adjustment reflecting the $30 million of issuance costs for the preferred stock issued to OMERS includes the reclassification of $15 million of up-front issuance costs deferred in Investments and Other Assets – Other until the issuance of the preferred stock at the time of the merger.

For the year ended December 31, 2016, the pro forma statement of income includes a pro forma adjustment reflecting accumulated dividends of $54.4 million from the issuance of the 7.25% mandatory convertible preferred stock to OMERS and an adjustment reflecting accumulated dividends of $45.6 million related to Great Plains Energy’s 862,500 shares of 7.00% Series B mandatory convertible preferred stock issued in October 2016 to give effect to each issuance as if it occurred on January 1, 2016.

The pro forma statement of income also includes a pro forma adjustment for the elimination of preferred dividends and redemption premium of $1.7 million for the year ended December 31, 2016 related to Great Plains Energy’s 3.80%, 4.20%, 4.35% and 4.5% cumulative preferred stock that was redeemed in August 2016, which was required in order to issue the mandatory convertible preferred stock to finance the transaction.

 

  (f)

Income Taxes – The pro forma balance sheet includes a pro forma adjustment to estimate the impacts on deferred income taxes of $0.7 million for the allocation of the purchase price, $12.5 million for estimated merger transaction costs, $29.5 million for the estimated settlement of all outstanding Westar equity compensation awards, and $9.3 million to fully amortize deferred

 

9


  financing fees related to the bridge term loan facility, based on the estimated statutory income tax rate of 39.3% for the combined company. The pro forma statements of income include a pro forma adjustment to reflect the income tax effects of the pro forma adjustments calculated using an estimated statutory income tax rate of 39.3% for the combined company. The estimated statutory tax rate of 39.3% could change based on future changes in the applicable tax rates and final determination of the combined company’s tax position.

 

  (g) Equity Compensation Awards – The pro forma balance sheet includes a pro forma adjustment to other current liabilities for the estimated settlement of all outstanding Westar equity compensation awards as required in the merger agreement that will become payable at the time the merger is consummated. The settlement of the equity compensation awards has been excluded from the pro forma statements of income as it reflects non-recurring charges not expected to have a continuing impact on the combined results.

 

  (h) Merger Transaction Costs – The pro forma balance sheet includes a pro forma adjustment for $43.8 million of estimated merger transaction costs consisting of fees related to advisory, legal, investment banking, and other professional services, all of which are directly attributable to the merger. The pro forma statement of income for the year ended December 31, 2016 includes a pro forma adjustment to eliminate $27.6 million of merger transaction costs incurred by Great Plains Energy and Westar. Incurred costs related to integration planning not directly attributable to the merger transaction were not eliminated. The merger transaction costs are non-recurring charges and have been excluded from the pro forma statement of income.

 

  (i) Other Financing Items – The pro forma balance sheet includes a pro forma adjustment to Prepaid expenses and other assets for $23.6 million of deferred financing fees related to the bridge term loan facility that Great Plains Energy expects will be fully amortized at the time of the merger.

The pro forma balance sheet also includes a $79.3 million pro forma adjustment to Interest rate derivative instruments to reflect the settlement of four interest rate swap transactions entered into by Great Plains Energy to manage interest rate risk with regards to the estimated $4,415.0 million principal amount of long-term debt that Great Plains Energy expects to issue to finance a portion of the estimated cash consideration of the merger and other costs directly attributable to the merger.

The pro forma statement of income for the year ended December 31, 2016 includes the following pro forma adjustments related to other financing items in the line item of Interest charges (in millions):

 

Mark-to-market impacts of interest rate swaps

   $ (79.3

Eliminate amortization of deferred financing fees for bridge facility

     35.6  
  

 

 

 

Total

   $ (43.7
  

 

 

 

The pro forma statement of income for the year ended December 31, 2016 also includes a $3.2 million pro forma adjustment related to other financing items in the line item of Non-operating income (expense) for interest income earned on the proceeds from Great Plains Energy’s October 2016 equity offerings, which will be used to fund a portion of the merger consideration.

The mark-to-market impacts of interest rate swaps, amortization of deferred financing fees for the bridge term loan facility (which Great Plains Energy expects to be fully amortized at the time of

 

10


the merger) and interest income earned on proceeds from Great Plains Energy’s October 2016 equity offerings were excluded from the pro forma statement of income as they represent non-recurring charges directly attributable to the merger transaction.

 

  (j) Shareholders’ Equity – The pro forma balance sheet reflects the following adjustments: (i) the elimination of Westar’s historical equity balances, (ii) an increase of $1,237.8 million for the estimated issuance of 44.6 million shares of Great Plains Energy common stock (see Note 2 for details of the calculation) for the equity portion of the purchase price and (iii) adjustments to decrease retained earnings of $31.3 million (net of tax) for estimated merger transaction costs, $10.7 million (net of tax) to reflect the fair value of settled Westar equity compensation awards attributable to post-combination service, and $14.3 million (net of tax) to reflect the full amortization of deferred financing fees related to the bridge term loan facility.

 

  (k) Goodwill – Reflects the preliminary estimate of goodwill created as a result of the merger. See below for a detailed calculation of goodwill created.

 

Total Estimated Purchase Price

   $ 8,503.8  

Fair value of Westar’s Noncontrolling Interests

     27.3  
  

 

 

 

Estimated Westar Fair Value

     8,531.1  

Less: Fair Value of Net Assets Acquired

     3,832.2  
  

 

 

 

Pro Forma Goodwill Adjustment

   $ 4,698.9  
  

 

 

 

 

  (l) Shares Outstanding – Reflects the elimination of Westar’s common stock, an adjustment of 45.6 million shares to give effect to the October 2016 issuance of 60.5 million shares of Great Plains Energy common stock to finance a portion of the estimated cash consideration of the merger as if the shares had been outstanding at January 1, 2016 and the issuance of 44.6 million shares of Great Plains Energy stock per the exchange ratio of 0.3148 (see Note 2 for details of the calculation).

See below for a detailed calculation of the pro forma weighted-average number of basic and diluted shares outstanding.

 

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     Year Ended
December 31, 2016
 

Basic (millions):

  

Great Plains Energy weighted-average shares outstanding

     169.4  

Adjustment for Great Plains Energy shares issued in October 2016

     45.6  

Equivalent Westar common shares after exchange

     44.6  
  

 

 

 
     259.6  
  

 

 

 

Diluted (millions):

  

Great Plains Energy weighted-average shares outstanding

     169.8  

Adjustment for Great Plains Energy shares issued in October 2016

     45.6  

Equivalent Westar common shares after exchange

     44.6  
  

 

 

 
     260.0  
  

 

 

 

The 750,000 shares of 7.25% mandatory convertible preferred stock that will be issued to OMERS and the 862,500 issued and outstanding shares of 7.00% Series B mandatory convertible preferred stock have not been assumed to be converted in the calculation of pro forma weighted-average diluted shares outstanding for the year ended December 31, 2016, as the conversion would be anti-dilutive.

 

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