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Form 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) December 28, 2005

 


 

WESTAR ENERGY, INC.

(Exact name of registrant as specified in its charter)

 


 

KANSAS   1-3523   48-0290150

(State or other jurisdiction of

incorporation or organization)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

818 South Kansas Avenue, Topeka, Kansas   66612
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (785) 575-6300

 

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))

 



WESTAR ENERGY, INC.

 

Section 7. Regulation FD Disclosure

 

Item 7.01 - Regulation FD Disclosure

 

On December 28, 2005, the Kansas Corporation Commission issued an order that left the rates of Westar Energy, Inc. and Kansas Gas and Electric Company, a wholly owned subsidiary of Westar Energy, nearly unchanged. On May 2, 2005, Westar Energy and Kansas Gas and Electric Company filed a joint application with the Kansas Corporation Commission to propose changes to their electric rates. Westar Energy sought an approximate 9 percent, or $47.8 million, increase in rates, and Kansas Gas and Electric Company sought an approximate 6 percent, or $36.3 million, increase in rates. The Kansas Corporation Commission’s action will increase Westar Energy’s rates by approximately $24.2 million and decrease Kansas Gas and Electric Company’s rates by approximately $21.2 million.

 

A copy of a press release and presentation that discuss the rate review are attached to this report and incorporated herein by this reference and are also available on our web site, http://www.wr.com.

 

Section 9. Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit 99.1     Press Release dated December 28, 2005

 

Exhibit 99.2     Summary of Rate Order dated December 30, 2005

 

Forward-looking statements: Certain matters discussed in this Current Report on Form 8-K are “forward-looking statements.” The Private Securities Litigation Reform Act of 1995 has established that these statements qualify for safe harbors from liability. Forward-looking statements may include words like we “believe,” “anticipate,” “expect,” “likely,” “estimate,” “intend” or words of similar meaning. Forward-looking statements describe our future plans, objectives, expectations or goals and are based on assumptions by the management of the Company as of the date of this document. If management’s assumptions prove incorrect or should unanticipated circumstances arise, the Company’s actual results could differ materially from those anticipated. These differences could be caused by a number of factors or combination of factors including, but not limited to, those factors described under the heading “Risk Factors” contained in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2005 as filed with the Securities and Exchange Commission. Readers are urged to consider such factors when evaluating any forward-looking statement, and the Company cautions you not to put undue reliance on any forward-looking statements. Any forward-looking statement speaks only as of the date such statement was made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement was made except as required by applicable laws or regulations.


The information contained in this report is summary information that is intended to be considered in the context of our SEC filings and other public announcements that we may make, by press release or otherwise, from time to time. We disclaim any current intention to revise or update the information contained in this report, although we may do so from time to time as our management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.


SIGNATURE

 

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

 

    Westar Energy, Inc.
Date: December 29, 2005   By:  

/s/ Mark A. Ruelle


    Name:   Mark A. Ruelle
    Title:   Executive Vice President and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit

Number


 

Description of Exhibit


Exhibit 99.1   Press Release dated December 28, 2005
Exhibit 99.2   Summary of Rate Order dated December 30, 2005
Press Release

Exhibit 99.1

 

LOGO   Media contact:
 

Karla Olsen,

 

senior manager, media relations

 

Phone: 888.613.0003

 

FAX: 316.261.6769

 

karla_olsen@wr.com

 

 

Investor contact:

 

Bruce Burns,

 

director, investor relations

 

Phone: 785.575.8227

 

bruce_burns@wr.com

 

WESTAR ENERGY RESPONDS TO KCC RATE ORDER

 

TOPEKA, Kan., Dec. 28, 2005 — The Kansas Corporation Commission ordered Westar Energy’s (NYSE:WR) rates to remain nearly unchanged. Westar sought an overall increase of about $84 million. Rates will increase $24.2 million in the northern territory and decrease $21.2 million in the southern territory.

 

“The commission’s order, with respect to the level of our rates, is disappointing,” said James Ludwig, vice president, public affairs. “We are satisfied that the commission approved such structural changes as the fuel clause, timely recovery of investments in pollution control equipment and realistic depreciation rates.”

 

Management continues to evaluate the order and will discuss it in greater detail during the conference call Friday, Dec. 30 at noon central time.

 

-30-

 

Westar Energy, Inc. (NYSE: WR) is the largest electric utility in Kansas, providing electric service to about 659,000 customers in the state. Westar Energy has nearly 6,000 megawatts of electric generation capacity and operates and coordinates approximately 33,000 miles of electric distribution and transmission lines.

 

For more information about Westar Energy, visit us on the Internet at http://www.wr.com.

 

Forward-looking statements: Certain matters discussed in this news release are “forward-looking statements.” The Private Securities Litigation Reform Act of 1995 has established that these statements qualify for safe harbors from liability. Forward-looking statements may include words like “believe,” “anticipate,” “target,” “expect,” “pro forma,” “estimate,” “intend,” “guidance” or words of similar meaning. Forward-looking statements describe future plans, objectives, expectations or goals. Although Westar Energy believes that its expectations are based on reasonable assumptions, all forward-looking statements involve risk and uncertainty. Therefore, actual results could vary materially from what we expect. Please review our Quarterly Report on Form 10-Q for the period ended Sept. 30, 2005 for important risk factors that could cause results to differ materially from those in any such forward-looking statements. Any forward-looking statement speaks only as of the date such statement was made, and the company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement was made except as required by applicable laws or regulations.

 

Page 1 of 1

Summary of Rate Order
Review of KCC Rate Order
December 30, 2005
Review of KCC Rate Order
December 30, 2005
Exhibit 99.2


2
Forward-Looking Statements Disclosure
Forward-Looking Statements Disclosure
The
following
presentation
contains
some
“forward-looking
statements”
with
respect
to
Westar
Energy,
Inc.’s
(“Westar”)
future
plans,
expectations
and
goals,
including
management’s
expectations
with
respect
to
future
operating
results
and
dividend
growth.  The Private Securities Litigation Reform Act of 1995 has established that
these statements qualify for safe harbors from liability.
Although we believe that the expectations and goals reflected in
such forward-looking
statements are based on reasonable assumptions, all forward- looking statements
involve risk and uncertainty. Therefore, actual results could vary materially from what
we
expect.
Please
review
our
quarterly
report
on
Form
10-Q
for
the
period
ended
September 30, 2005 for important risk factors that could cause results to differ
materially
from
those
in
any
such
forward-looking
statements.
Any
forward-looking
statement speaks only as of the date such statement was made, and we do not
undertake
any
obligation
to
update
any
forward-looking
statement
to
reflect
events
or
circumstances after the date on which such statement was made except as required
by applicable laws or regulations.
The
following
presentation
contains
some
“forward-looking
statements”
with
respect
to
Westar
Energy,
Inc.’s
(“Westar”)
future
plans,
expectations
and
goals,
including
management’s
expectations
with
respect
to
future
operating
results
and
dividend
growth.  The Private Securities Litigation Reform Act of 1995 has established that
these statements qualify for safe harbors from liability.
Although we believe that the expectations and goals reflected in
such forward-looking
statements are based on reasonable assumptions, all forward-looking statements
involve risk and uncertainty. Therefore, actual results could vary materially from what
we
expect.
Please
review
our
quarterly
report
on
Form
10-Q
for
the
period
ended
September 30, 2005 for important risk factors that could cause results to differ
materially
from
those
in
any
such
forward-looking
statements.
Any
forward-looking
statement speaks only as of the date such statement was made, and we do not
undertake
any
obligation
to
update
any
forward-looking
statement
to
reflect
events
or
circumstances after the date on which such statement was made except as required
by applicable laws or regulations.


3
Contents
Contents
Page
2005 Rate Review Overview
4
Kansas Retail Case
5
Background
6
2005 Rate Case Components
7
KCC Order
8
Estimated Impact of KCC Order
9
Key Calculations in Retail Case
10
Key Rate Components
11
Next Steps in Retail Case
12
FERC Transmission Case
13
2005 FERC Filing
14
FERC Formula Transmission Rate
15
Page
2005 Rate Review Overview
4
Kansas Retail Case
5
Background
6
2005 Rate Case Components
7
KCC Order
8
Estimated Impact of KCC Order
9
Key Calculations in Retail Case
10
Key Rate Components
11
Next Steps in Retail Case
12
FERC Transmission Case
13
2005 FERC Filing
14
FERC Formula Transmission Rate
15


4
2005 Rate Review Overview
2005 Rate Review Overview
On May 2, Westar filed two rate applications
Retail rate review with the Kansas Corporation Commission (KCC)
Docket 05-WSEE-981-RTS
FERC formula transmission rate
Docket ER05-925-000
Effective dates for applications
By Kansas statute, order was issued by Dec. 28, 2005
FERC transmission rate in effect Dec. 1, 2005 subject to refund
Simultaneous filing allows opportunities for retail and transmission rates to
be effective at same time
On May 2, Westar filed two rate applications
Retail rate review with the Kansas Corporation Commission (KCC)
Docket 05-WSEE-981-RTS
FERC formula transmission rate
Docket ER05-925-000
Effective dates for applications
By Kansas statute, order was issued by Dec. 28, 2005
FERC transmission rate in effect Dec. 1, 2005 subject to refund
Simultaneous filing allows opportunities for retail and transmission rates to
be effective at same time


Kansas Retail Case
Kansas Retail Case


6
Background
Background
On May 2, 2005, Westar filed for $84 million increase in retail rates
North   $48 million
9.3%
South
36
million
6.3%
$84 million     7.7%
As adjusted and corrected, overall requested increase remained at
$84 million, but adjustments affected the individual rate areas
North
$56 million   10.9%
South
28
million 
5.0%
$84 million     7.8%
On May 2, 2005, Westar filed for $84 million increase in retail rates
North   $48 million
9.3%
South
36
million
6.3%
$84 million     7.7%
As adjusted and corrected, overall requested increase remained at
$84 million, but adjustments affected the individual rate areas
North
$56 million   10.9%
South
28
million 
5.0%
$84 million     7.8%


7
2005 Key Rate Case Components
2005 Key Rate Case Components
Fuel adjustment clause
Environmental cost recovery rider
Transmission delivery charge (unbundled FERC formula rate)
Increase
depreciation
rates
by
$29
million
Storm recovery of $49 million
Incentive structure for wholesale margin sharing
Levelize
regulatory COLI credits over 60 year Wolf Creek life
Asked KCC to reconsider two controversial adjustments
ordered in 2001 rate case
Unamortized gain on LaCygne sale-leaseback transaction
Imputed deferred income taxes associated with 1992 merger
Fuel adjustment clause
Environmental cost recovery rider
Transmission delivery charge (unbundled FERC formula rate)
Increase
depreciation
rates
by
$29
million
Storm recovery of $49 million
Incentive structure for wholesale margin sharing
Levelize
regulatory COLI credits over 60 year Wolf Creek life
Asked KCC to reconsider two controversial adjustments
ordered in 2001 rate case
Unamortized gain on LaCygne sale-leaseback transaction
Imputed deferred income taxes associated with 1992 merger


8
KCC Order
KCC Order
Order indicated slight increase in overall retail rates
North
$24.2  million
4.7%
South        (21.2)
million   (3.7%)
Total       $  3.0
million    0.3%
Expect use of more recent three-year average of wholesale
margins
to
result
in
a
slight
decrease
in
overall
retail
rates
Other key elements
Approved fuel adjustment clause
Approved environmental cost recovery rider
Approved transmission delivery charge
Approved Westar’s depreciation increase
Accepted Westar’s position on LaCygne gain
Rejected Westar’s proposed wholesale margin sharing
Rejected requested changes in COLI rate making treatment
Rejected Westar’s position on merger savings
Order indicated slight increase in overall retail rates
North
$24.2  million
4.7%
South        (21.2)
million   (3.7%)
Total       $  3.0
million    0.3%
Expect use of more recent three-year average of wholesale
margins
to
result
in
a
slight
decrease
in
overall
retail
rates
Other key elements
Approved fuel adjustment clause
Approved environmental cost recovery rider
Approved transmission delivery charge
Approved Westar’s depreciation increase
Accepted Westar’s position on LaCygne gain
Rejected Westar’s proposed wholesale margin sharing
Rejected requested changes in COLI rate making treatment
Rejected Westar’s position on merger savings


9
Estimated Impact of KCC Order
KCC Order*
Westar Energy requested rate increase
84
$           
ROE recommendation
(30)
10.00%
Wholesale margin sharing
(11)
LaCygne 2 unamortized gain
0
1992 merger savings
(11)
COLI
(11)
Depreciation expense
0
Post employment benefits amortization
(6)
Ice storm costs
0
Other (+/-)
(12)
Recommended Adjustments
(81)
             
Indicated rate increase
3
$             
* Excludes any revenues associated with higher fuel costs that may be reflected in fuel adjustment clause


10
Key Calculations in Retail Case
Key Calculations in Retail Case
KCC jurisdictional rate base of $2.2 billion
Excludes $320 million FERC jurisdictional rate base
Allowed rate of return –
summarized
KCC jurisdictional rate base of $2.2 billion
Excludes $320 million FERC jurisdictional rate base
Allowed rate of return –
summarized
% of
Capital
Component
Cost
WACC
Common equity
44.59%
x
10.00%
=
4.46%
Post 1970 ITC
2.31%
x
7.89%
=
0.18%
Preferred Stock
0.69%
x
4.55%
=
0.03%
Long Term Debt
52.41%
x
6.14%
=
3.22%
   Weighted cost of capital
7.89%


11
Key Rate Components
Key Rate Components
Fuel adjustment clause
Expect to set rates based on forecasted
costs with periodic true-up
Environmental cost recovery rider
Adopted Westar recommendation for capital recovery only
Proceeds from sale of emissions allowances returned to customers
through fuel clause
Transmission delivery charge
Adopted Westar/KCC Staff joint recommendation
Wholesale margin sharing
Adopted Staff position to refund 100% of market-based wholesale
(asset-based) margins based on three-year rolling average
Energy marketing (non-asset) margins remain outside of
ratemaking
Fuel adjustment clause
Expect to set rates based on forecasted
costs with periodic true-up
Environmental cost recovery rider
Adopted Westar recommendation for capital recovery only
Proceeds from sale of emissions allowances returned to customers
through fuel clause
Transmission delivery charge
Adopted Westar/KCC Staff joint recommendation
Wholesale margin sharing
Adopted Staff position to refund 100% of market-based wholesale
(asset-based) margins based on three-year rolling average
Energy marketing (non-asset) margins remain outside of
ratemaking


12
Next Steps in Retail Case
Next Steps in Retail Case
Full review of all elements in the order
Any party can petition the Commission with a request for
reconsideration by January 16
Commission has 30 days to consider petitions
Plan to implement new tariffs approximately February 1
Full review of all elements in the order
Any party can petition the Commission with a request for
reconsideration by January 16
Commission has 30 days to consider petitions
Plan to implement new tariffs approximately February 1


FERC Transmission Case
Formula Rate Filing
FERC Transmission Case
Formula Rate Filing


14
2005 FERC Filing
2005 FERC Filing
FERC transmission rate base approximately $320 million
Revenue requirement of $77 million
Adopt a formula rate approach to:
Establish current rates for transmission service
Keep rates current with annual adjustment
Requested 12% ROE (11.5% plus 0.5% adder)
Westar –
member SPP Regional Transmission Organization
Proposed rates accepted for filing
Suspended for five months
Became effective December 1, 2005, subject to refund
Case assigned to settlement judge
Next settlement hearing scheduled for January 12, 2006
FERC transmission rate base approximately $320 million
Revenue requirement of $77 million
Adopt a formula rate approach to:
Establish current rates for transmission service
Keep rates current with annual adjustment
Requested 12% ROE (11.5% plus 0.5% adder)
Westar –
member SPP Regional Transmission Organization
Proposed rates accepted for filing
Suspended for five months
Became effective December 1, 2005, subject to refund
Case assigned to settlement judge
Next settlement hearing scheduled for January 12, 2006


15
FERC Formula Transmission Rate
FERC Formula Transmission Rate
Advantages:
Reduce regulatory lag
Potential for incentive ROE for RTO participation
More certainty for cost recovery of transmission system
improvements
Advantages:
Reduce regulatory lag
Potential for incentive ROE for RTO participation
More certainty for cost recovery of transmission system
improvements


Westar Energy
Investor Contact
Westar Energy
Investor Contact
Bruce Burns
Director Investor Relations
785-575-8227
bruce_burns@wr.com
Bruce Burns
Director Investor Relations
785-575-8227
bruce_burns@wr.com