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 16, 2011
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 16, 2011, we issued a press release announcing that we are revising our 2011 full-year earnings guidance to a range of $1.88 to $2.03 per share from a previously announced range of $1.65 to $1.80 per share. A copy of our September 16, 2011 press release is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.
Additionally, we are furnishing our Updated 2011 Earnings Guidance summary, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference. This information is available to the public on our website, http://www.WestarEnergy.com.
The above information, including Exhibits 99.1 and 99.2, is being furnished, not filed, and accordingly it will not be incorporated by reference into any registration statement filed by us under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference. Exhibits 99.1 and 99.2 contain statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth herein and therein.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibit 99.1 Press Release dated September 16, 2011
Exhibit 99.2 Updated 2011 Earnings Guidance
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 “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. The factors that could cause actual results to differ materially from these forward-looking statements include those discussed herein as well as (1) those discussed in the company’s Annual Report on Form 10-K for the year ended Dec. 31, 2010 (a) under the heading, “Forward-Looking Statements,” (b) in ITEM 1. Business, (c) in ITEM 1A. Risk Factors, (d) in ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (e) in ITEM 8. Financial Statements and Supplementary Data: Notes 13 and 15; (2) those discussed in the company’s Quarterly Report on Form 10-Q filed Aug. 4, 2011 (a) in ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (b) in Part 1, Financial Information, ITEM 1. Financial Statements: Notes 8 and 9; and (3) other factors discussed in the company’s filings with the Securities and Exchange Commission. 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.
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 hereunto duly authorized.
| Westar Energy, Inc. | ||||
| Date: September 16, 2011 | 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 16, 2011 | |
| Exhibit 99.2 | Updated 2011 Earnings Guidance | |
Exhibit 99.1
|
Media contact: | |
| Gina Penzig, | ||
| director, corporate communications | ||
| Phone: 785.575.8089 | ||
| gina.penzig@WestarEnergy.com | ||
|
Investor contact: | ||
| Bruce Burns, | ||
| director, investor relations | ||
| Phone: 785.575.8227 | ||
| bruce.burns@WestarEnergy.com |
WESTAR ENERGY UPDATES 2011 EARNINGS GUIDANCE
TOPEKA, Kan., Sep. 16, 2011 — Westar Energy, Inc. (NYSE:WR) today announced that it has updated full-year 2011 earnings guidance to a range of $1.88 to $2.03 per share
Updated guidance includes the following significant one-time benefits:
1) Reversal of reserves related to the settlement of a legal dispute, including related legal expenses.
2) Gain on the disposition of a non-utility investment written off in 1998.
| 2011 GAAP earnings per share range |
$ | 1.88 | - | $ | 2.03 | |||||
| Less: Reversal of reserves related to a legal dispute |
0.07 | 0.07 | ||||||||
| Gain on disposition of non-utility investment |
0.06 | 0.06 | ||||||||
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| 2011 ongoing earnings per share range |
$ | 1.75 | - | $ | 1.90 | |||||
| Previous 2011 earnings per share range |
$ | 1.65 | - | $ | 1.80 | |||||
This guidance announcement and an updated summary of the principal earnings drivers are available on the company’s website at www.WestarEnergy.com.
Westar Energy, Inc. (NYSE: WR) is the largest electric utility in Kansas, providing electric service to about 687,000 customers in the state. Westar Energy has about 7,100 megawatts of electric generation capacity and operates and coordinates more than 34,000 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
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| Westar Energy updates 2011 earnings guidance | Page 2 of 2 |
goals. Although Westar Energy believes that its expectations are based on reasonable assumptions, all forward-looking statements involve risk and uncertainty. The factors that could cause actual results to differ materially from these forward-looking statements include those discussed herein as well as (1) those discussed in the company’s Annual Report on Form 10-K for the year ended Dec. 31, 2010 (a) under the heading, “Forward-Looking Statements,” (b) in ITEM 1. Business, (c) in ITEM 1A. Risk Factors, (d) in ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (e) in ITEM 8. Financial Statements and Supplementary Data: Notes 13 and 15; (2) those discussed in the company’s Quarterly Report on Form 10-Q filed Aug. 4, 2011 (a) in ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (b) in Part 1, Financial Information, ITEM 1. Financial Statements: Notes 8 and 9; and (3) other factors discussed in the company’s filings with the Securities and Exchange Commission. 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.
Exhibit 99.2
Westar Energy, Inc.
Updated 2011 Earnings Guidance
September 2011
| 2011 GAAP earnings per share range |
$ | 1.88 | - | $ | 2.03 | |||||
| Less: Reversal of reserves related to a legal dispute |
0.07 | - | 0.07 | |||||||
| Gain on disposition of non-utility investment |
0.06 | - | 0.06 | |||||||
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| 2011 ongoing earnings per share range |
$ | 1.75 | - | $ | 1.90 |
Key assumptions for 2011:
| • | Weather adjusted total retail sales growth ≈1% |
| • | Total wholesale sales decrease ≈20%, most of which is credited to retail revenue |
| • | Transmission revenue increase of ≈$17 million effective first quarter |
| • | O&M and SG&A increase ≈2%: |
| • | O&M expense increase ≈5%, excluding ≈$13 million increase for SPP transmission expense |
| • | SG&A expense decrease ≈3%, excluding the legal fees for dispute arbitration |
| • | Depreciation and amortization expense increases ≈$15 million |
| • | Annual adjustment to Environmental Cost Recovery Rider of ≈$10 million effective June 1 |
| • | Includes $0.10 per share of actuarially-assumed COLI proceeds |
| • | Equity AFUDC increase of ≈$2 million |
| • | Interest expense unchanged from 2010 |
| • | Effective tax rate of approximately 29-31% |
| • | Funding 2011 construction program: |
| • | issuance of 12.7 million shares priced in 2010 under forward sale agreements; 3.8 million shares have been issued through Sept. 15 |
| • | borrowing from revolving credit facilities |
| • | GAAP EPS guidance includes: |
| • | ≈$22 million benefit from the reversal of accrued liabilities related to the settlement of legal claims, partially offset by ≈$8 million for related legal fees |
| • | ≈$7 million gain from disposition of non-utility investment written off in 1998 |
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. The factors that could cause actual results to differ materially from these forward-looking statements include those discussed herein as well as (1) those discussed in the company’s Annual Report on Form 10-K for the year ended Dec. 31, 2010 (a) under the heading, “Forward-Looking Statements,” (b) in ITEM 1. Business, (c) in ITEM 1A. Risk Factors, (d) in ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (e) in ITEM 8. Financial Statements and Supplementary Data: Notes 13 and 15; and (2) those discussed in the company’s Quarterly Report on Form 10-Q filed Aug. 4, 2011 (a) in ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (b) in Part 1, Financial Information, ITEM 1. Financial Statements: Notes 8 and 9; and (3) other factors discussed in the company’s filings with the Securities and Exchange Commission. 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.
Sep. 16, 2011