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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) September 23, 2009

 

 

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.

 

Item 8.01. Other Events

On September 23, 2009, we issued a press release announcing revised guidance for 2009. A copy of our September 23, 2009 press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference. On September 23, 2009, we posted an updated summary of the principal earnings drivers and adjustments used in arriving at 2009 earnings guidance to our website, http://www.WestarEnergy.com, under Investors, Investor Presentations. A copy of the summary is attached to this report as Exhibit 99.2.

On September 23, 2009, we will update investors regarding our revised 2009 earnings guidance of $1.35 to $1.45 per share. A copy of the presentation is attached to this report as Exhibit 99.3. The presentation is also available to the public at out website, http://www.WestarEnergy.com, under Investors, Investor Presentations.

The press release, the summary of earnings drivers and the investor update presentation referred to above contain statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth herein and therein.

The information above is being furnished, not filed, pursuant to Item 8.01 of Form 8-K. Accordingly, the information in Item 8.01 of this Current Report, including the press release attached hereto as Exhibit 99.1 and the presentation attached hereto as Exhibit 99.2, will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit 99.1    Press Release dated September 23, 2009
Exhibit 99.2   

Westar Energy, Inc. 2009 Revised Earnings Guidance – September 2009

Exhibit 99.3    Westar Energy, Inc. Earnings Guidance Update

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 our assumptions prove incorrect or should unanticipated circumstances arise, our actual results could differ materially from those anticipated. These differences could be caused by a number of factors or a combination of factors including, but not limited to, those factors described under the heading “Risk Factors”


contained in our Annual Report on Form 10-K for the period ended December 31, 2008 as filed with the Securities and Exchange Commission. Readers are urged to consider such factors when evaluating any forward-looking statement, and we caution 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: September 23, 2009     By:  

/s/    Larry D. Irick

    Name:   Larry D. Irick
    Title:  

Vice President, General Counsel

and Corporate Secretary


EXHIBIT INDEX

 

Exhibit
Number

  

Description of Exhibit

Exhibit 99.1    Press Release dated September 23, 2009
Exhibit 99.2   

Westar Energy, Inc. 2009 Revised Earnings Guidance – September 2009

Exhibit 99.3   

Westar Energy, Inc. Earnings Guidance Update

Press Release dated September 23, 2009

Exhibit 99.1

 

LOGO

  

Media contact:

 

Karla Olsen,

director, corporate

communications

Phone: 316.299.7463

karla.olsen@WestarEnergy.com

 

Investor contact:

 

Bruce Burns,

director, investor relations

Phone: 785.575.8227

bruce.burns@WestarEnergy.com

 

 

COOLEST SUMMER IN MORE THAN 40 YEARS LEADS WESTAR ENERGY

TO LOWER 2009 EARNINGS GUIDANCE

Extremely cool temperatures and soft wholesale energy markets are drivers for revision

TOPEKA, Kan., Sept. 23, 2009 - Westar Energy, Inc. (NYSE:WR) today announced that it has revised full-year 2009 earnings guidance to a range of $1.35 to $1.45 per share from previous guidance of $1.65 to $1.80 per share. 2009 earnings guidance continues to exclude the benefit related to the tax settlement associated with its former non-regulated businesses, and includes $0.10 per share for COLI proceeds, none of which have been realized to date. Key drivers of the downward revision to guidance are:

 

   

Coolest third quarter weather on record since 1967, which is estimated to have reduced earnings by $0.15 to $0.20 per share.

 

   

Lower energy marketing margins, which are estimated to reduce earnings by approximately $0.05 per share.

Westar said that wholesale energy prices, at their lowest level in a decade, coupled with fewer power marketing opportunities have depressed energy marketing margins. Consequently the company has lowered its estimated energy marketing gross margins this year to a range of only $7 - $10 million from the previously announced range of $15 - $20 million.


Westar Energy revises 2009 earnings guidance   page of

In response to weak energy marketing conditions, the company took action today to cut costs in its energy trading operations. “We’ll still market output from our own generating plants and provide marketing services to others as we have been doing, but conditions in the broader energy markets mean there are significantly fewer opportunities unrelated to our own production and we must scale our business accordingly,” said Doug Sterbenz, Westar Energy executive vice president and chief operating officer. Westar said it notified 21 employees engaged in energy trading and related support organizations that their positions are either being eliminated or that they are being reassigned. The layoffs are equivalent to an approximately 50 percent reduction in resources dedicated to what Westar refers to as “non-asset” energy marketing and approximately 1% of Westar’s total workforce of nearly 2,400 employees.

This guidance announcement and supporting materials along with an updated summary of the principal earnings drivers and adjustments used in arriving at 2009 earnings guidance are available on the company’s Web site at www.WestarEnergy.com.

Westar Energy, Inc. (NYSE: WR) is the largest electric utility in Kansas, providing electric service to about 684,000 customers in the state. Westar Energy has about 6,800 megawatts of electric generation capacity and operates and coordinates more than 35,000 miles of electric distribution and transmission lines.

For more information about Westar Energy, visit us on the Internet at http://www.WestarEnergy.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 the Quarterly Report on Form 10-Q for the period ended June 30, 2009 and the Annual Report on Form 10-K for the year ended Dec. 31, 2008 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.

Westar Energy, Inc. 2009 Revised Earnings Guidance - September 2009

Exhibit 99.2

LOGO

Westar Energy, Inc.

2009 Revised Earnings Guidance – September 2009

Westar Energy 2009 earnings per share range (excluding discontinued operations) $1.35 - $1.45

Key assumptions and estimates for 2009:

 

   

Implemented $130 million annualized retail base rate increase effective February 2009

 

   

Adjusted TDC by $32 million annualized increase effective mid March

 

   

Adjusted Environmental Cost Recovery Rider by $32 million annualized increase effective June 1

 

   

Estimate 3-4% decline in retail electric sales volumes from 2008 weather-adjusted levels, reflecting normal weather for remainder of year, impact of soft economy on industrial sales, etc.

 

   

Estimate growth in tariff-based sales volumes of 7-10% over 2008 levels, due primarily to shorter outages on units tied to participation sales contracts and entering into a new customer agreement.

 

   

Market-based sales volumes decrease of 25-35% from 2008 levels, with direct revenue offset effective March

 

   

Energy Marketing gross margins reduced to an estimated range of $7 - $10 million

 

   

O&M / SG&A expense increase by 2-3%, excluding: ~$5 million increase for wind O&M expense; ~$5 million increase to ice storm amortization; ~$27 million increase SPP transmission expense (largely offset with increase in transmission revenues); and benefit of pension tracker to avoid an increase in pension/OPEB expense

 

   

Depreciation and amortization expense increase of $42-$48 million: depending on timing and amount of planned 2009 capital projects and full year effects of 2008 additions to plant-in-service

 

   

$11 million of actuarial-assumed COLI proceeds, although year-to-date none received

 

   

Decrease in equity AFUDC of $10-$15 million, due principally to lower CapEx compared to 2008

 

   

Increase in interest expense of $53-$60 million reflecting: full-year effect of 2008 debt issuances; reversal in 2008 of $17.8 million of interest expense related to the tax audits; decrease in borrowed AFUDC; and assumptions about total debt levels and interest rates

 

   

Effective tax rate of approximately 28-30%, excluding effects of 2009 tax settlement

 

   

Excludes gain from discontinued operations of $33 million related to a tax settlement permitting the company to utilize operating losses from its former non-regulated businesses

The effects of the key assumptions are not necessarily independent of one another, and the combination of effects can cause individual impacts smaller or larger than the ranges indicated.

Forward-looking statements: Certain matters discussed in this document 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 the Quarterly Report on Form 10-Q for the period ended June 30, 2009 and the Annual Report on Form 10-K for the year ended Dec. 31, 2008 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.

Sept. 23, 2009

Westar Energy, Inc. Earnings Guidance Update
2009 Earnings Guidance Update
September 23, 2009
Exhibit 99.3


2
Forward Looking Disclosures
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 Form 10-Q
for the period ended June 30, 2009 and our Annual Report Form 10-K for the
year ended December 31, 2008 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
2009 Earnings Guidance Update
Earnings guidance revised to $1.35 to $1.45 per share
Includes 10 cents of COLI, though none recognized to date
Following factors lead to revised guidance
Exceptionally cool weather for July, August and September MTD
Reduced energy marketing margins


4
Exceptionally Cool Summer Weather
Cooling degree day impact
July 23% below normal
August 22% below normal
September MTD 35% below
normal
Estimated EPS impact
($0.15) to ($0.20)
0
100
200
300
400
500
Jul '09
Aug '09
Sep '09
MTD
2009
Normal


5
Exceptionally Cool Weather through
September 20
Topeka
82% (51 of 62) July-August days were below normal highs
17 of 20 September days were below normal highs
Wichita
73% (45 of 62) July-August days were below normal highs
19 of 20 September days were below normal highs


6
Affect of Weather on Residential Sales
600
650
700
750
800
850
July '09
Aug '09
Actual
Budget
750
800
850
900
950
1000
YTD Jun
YTD Aug
2009
2008
Budget
Weather has greatest influence on residential customers
Abnormally
cool
weather
attributed
to
14%
reduction
in
kWh
volumes 
from plan
Residential sales volume trend
YTD June 1% above 2008
YTD August 3% below 2008
(14%)
(14%)


7
Lower demand for power
Soft economy
Mild weather
Glut of natural gas driving down prices
Systemic changes in the markets have reduced bilateral
marketing opportunities
More customers trading in RTO clearing markets
Estimate
2009
energy
marketing
in
range
of
$7
-
$10
million
Down from recent adjustment of $15 -
$20 million for 2009
Estimate future energy marketing at
$10 million annually
Estimated EPS impact of latest adjustment for 2009 is ($0.05)
Energy
Marketing


8
Management Response to Energy Marketing
Conditions
Change in energy marketing opportunities is significant
Believe much of the change is structural and will not bounce back
Resources being sized to meet smaller market opportunity
Unwilling to “wait it out”
hoping for market improvement
Unwilling to change risk profile by stretching beyond comfort zone
Today announced significant downsizing of energy marketing and
support staff
30%
of
staffing
reflecting
50%
of
non-asset
energy
marketing
resources
Reflects   1% of total Westar employment
Reflects
$3 -
$4 million reduction in energy marketing expenses
No material restructuring charge expected


9
Regulatory
Events
Recent
and
Upcoming
September 11 -
KCC authorized pension accounting authority
order
Allows deferral of pension/OPEB expense above level authorized in
current rates
Abbreviated rate case
Address remaining Emporia and wind investments
Investment of  
$97 million plus D&A and O&M
Expect KCC Staff and intervener positions end of September
Expect order early 2010
Requested $19.7 million increase
Rate consolidation case
Order expected October 26
Consolidation
supported
by
KCC
Staff
and
Citizens’
Utility
Ratepayer
Board


10
Investor
Events
Upcoming
October 29 -
issue 3
quarter 2009 earnings, after market close
October 30 –
quarterly investor call
November 1 to 4 –
EEI Financial Conference, Hollywood, FL
rd