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                            FORM 10-Q

               SECURITIES AND EXCHANGE COMMISSION

                    Washington, D. C.  20549

    [X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended   June 30, 1994 

                               OR

 [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

       For the transition period from ________ to ________

                 Commission File Number   1-7324

                 KANSAS GAS AND ELECTRIC COMPANY
     (Exact name of registrant as specified in its charter)

                  KANSAS                                    48-1093840    
     (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                    identification No.)

                          P.O. Box 208
                     Wichita, Kansas  67201
            (Address of principal executive offices)

                         (316) 261-6611
      (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or  15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                        YES X       NO   
 

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

              Class                         Outstanding at August 11, 1994
    Common Stock (No par value)                           1,000


Registrant meets the conditions of General Instruction H(1)(a) and (b) to Form
10-Q and is therefore filing this form with a reduced disclosure format.

                 KANSAS GAS AND ELECTRIC COMPANY
                             INDEX 
 
                                                                               
                                                                      Page No.

Part I.  Financial Information

   Item 1.  Financial Statements 
 
        Balance Sheets                                                    3   

        Statements of Income                                            4 - 6 
               
        Statements of Cash Flows                                        7 - 8

        Statements of Capitalization                                      9 

        Statements of Common Stock Equity                                10 

        Notes to Financial Statements                                    11 

   Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations                          16


Part II.  Other Information

   Item 6.  Exhibits and Reports on Form 8-K                             19

Signatures                                                               20



                 KANSAS GAS AND ELECTRIC COMPANY
                         BALANCE SHEETS
                     (Thousands of Dollars)
June 30, December 31, 1994 1993 (Unaudited) ASSETS UTILITY PLANT: Electric plant in service . . . . . . . . . . . . . . . . $3,362,910 $3,339,832 Less - Accumulated depreciation . . . . . . . . . . . . . 829,511 790,843 2,533,399 2,548,989 Construction work in progress . . . . . . . . . . . . . . 34,597 28,436 Nuclear fuel (net) . . . . . . . . . . . . . . . . . . . 39,173 29,271 Net utility plant . . . . . . . . . . . . . . . . . . . 2,607,169 2,606,696 OTHER PROPERTY AND INVESTMENTS: Decommissioning trust . . . . . . . . . . . . . . . . . . 15,077 13,204 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 11,957 10,941 27,034 24,145 CURRENT ASSETS: Cash and cash equivalents . . . . . . . . . . . . . . . . 77 63 Accounts receivable and unbilled revenues (net) (Note 8). 57,323 11,112 Advances to parent company. . . . . . . . . . . . . . . . 115,578 192,792 Fossil fuel, at average cost, . . . . . . . . . . . . . . 13,073 7,594 Materials and supplies, at average cost . . . . . . . . . 31,379 29,933 Prepayments and other current assets. . . . . . . . . . . 25,963 14,995 243,393 256,489 DEFERRED CHARGES AND OTHER ASSETS: Deferred future income taxes. . . . . . . . . . . . . . . 115,280 113,479 Deferred coal contract settlement costs . . . . . . . . . 19,599 21,247 Phase-in revenues . . . . . . . . . . . . . . . . . . . . 70,178 78,950 Other deferred plant costs. . . . . . . . . . . . . . . . 31,896 32,008 Corporate-owned life insurance (net) . . . . . . . . . . 8,352 45 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 45,495 54,420 290,800 300,149 TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . $3,168,396 $3,187,479 CAPITALIZATION AND LIABILITIES CAPITALIZATION (see statement). . . . . . . . . . . . . . . $1,982,446 $1,899,221 CURRENT LIABILITIES: Short-term debt . . . . . . . . . . . . . . . . . . . . . 25,200 155,800 Long-term debt due within one year. . . . . . . . . . . . - 238 Accounts payable. . . . . . . . . . . . . . . . . . . . . 60,103 51,095 Accrued taxes . . . . . . . . . . . . . . . . . . . . . . 24,933 12,185 Accrued interest. . . . . . . . . . . . . . . . . . . . . 8,303 7,381 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 9,721 9,427 128,260 236,126 DEFERRED CREDITS AND OTHER LIABILITIES: Deferred income taxes . . . . . . . . . . . . . . . . . . 638,072 646,159 Deferred investment tax credits . . . . . . . . . . . . . 76,444 78,048 Deferred gain from sale-leaseback . . . . . . . . . . . . 257,161 261,981 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 86,013 65,944 1,057,690 1,052,132 COMMITMENTS AND CONTINGENCIES (Notes 3 and 4) TOTAL CAPITALIZATION AND LIABILITIES . . . . . . . . . $3,168,396 $3,187,479 The NOTES TO CONSOLIDATED FINANCIAL STATEMENTS are an integral part of these statements.
KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF INCOME (Thousands of Dollars) (Unaudited)
Three Months Ended June 30, 1994 1993 OPERATING REVENUES. . . . . . . . . . . . . . . . . . . . $ 154,987 $ 150,478 OPERATING EXPENSES: Fuel used for generation: Fossil fuel . . . . . . . . . . . . . . . . . . . . . 23,096 20,788 Nuclear fuel. . . . . . . . . . . . . . . . . . . . . 4,232 2,142 Power purchased . . . . . . . . . . . . . . . . . . . . 2,241 1,362 Other operations. . . . . . . . . . . . . . . . . . . . 27,954 35,171 Maintenance . . . . . . . . . . . . . . . . . . . . . . 13,890 11,101 Depreciation and amortization . . . . . . . . . . . . . 19,142 18,837 Amortization of phase-in revenues . . . . . . . . . . . 4,386 4,386 Taxes: Federal income. . . . . . . . . . . . . . . . . . . . 11,604 8,035 State income. . . . . . . . . . . . . . . . . . . . . 2,875 1,798 General . . . . . . . . . . . . . . . . . . . . . . . 12,019 11,313 Total operating expenses. . . . . . . . . . . . . . 121,439 114,933 OPERATING INCOME. . . . . . . . . . . . . . . . . . . . . 33,548 35,545 OTHER INCOME AND DEDUCTIONS: Corporate-owned life insurance (net). . . . . . . . . . (758) 1,899 Miscellaneous (net) . . . . . . . . . . . . . . . . . . 1,950 1,242 Income taxes (net). . . . . . . . . . . . . . . . . . . 1,451 511 Total other income and deductions . . . . . . . . . 2,643 3,652 INCOME BEFORE INTEREST CHARGES. . . . . . . . . . . . . . 36,191 39,197 INTEREST CHARGES: Long-term debt. . . . . . . . . . . . . . . . . . . . . 12,005 13,897 Other . . . . . . . . . . . . . . . . . . . . . . . . . 1,119 1,407 Allowance for borrowed funds used during construction (credit) . . . . . . . . . . . . . . . . (556) (381) Total interest charges. . . . . . . . . . . . . . . 12,568 14,923 NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . $ 23,623 $ 24,274 The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements.
KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF INCOME (Thousands of Dollars) (Unaudited)
Six Months Ended June 30, 1994 1993 OPERATING REVENUES. . . . . . . . . . . . . . . . . . . . $ 291,591 $ 288,959 OPERATING EXPENSES: Fuel used for generation: Fossil fuel . . . . . . . . . . . . . . . . . . . . . 43,935 42,017 Nuclear fuel. . . . . . . . . . . . . . . . . . . . . 8,095 4,849 Power purchased . . . . . . . . . . . . . . . . . . . . 3,493 3,369 Other operations. . . . . . . . . . . . . . . . . . . . 58,585 62,709 Maintenance . . . . . . . . . . . . . . . . . . . . . . 25,230 21,966 Depreciation and amortization . . . . . . . . . . . . . 38,261 37,675 Amortization of phase-in revenues . . . . . . . . . . . 8,772 8,772 Taxes: Federal income. . . . . . . . . . . . . . . . . . . . 18,073 13,252 State income. . . . . . . . . . . . . . . . . . . . . 4,585 3,215 General . . . . . . . . . . . . . . . . . . . . . . . 24,136 22,816 Total operating expenses. . . . . . . . . . . . . . 233,165 220,640 OPERATING INCOME. . . . . . . . . . . . . . . . . . . . . 58,426 68,319 OTHER INCOME AND DEDUCTIONS: Corporate-owned life insurance (net). . . . . . . . . . (1,993) 3,368 Miscellaneous (net) . . . . . . . . . . . . . . . . . . 2,808 7,518 Income taxes (net). . . . . . . . . . . . . . . . . . . 3,238 (1,043) Total other income and deductions . . . . . . . . . 4,053 9,843 INCOME BEFORE INTEREST CHARGES. . . . . . . . . . . . . . 62,479 78,162 INTEREST CHARGES: Long-term debt. . . . . . . . . . . . . . . . . . . . . 24,098 28,001 Other . . . . . . . . . . . . . . . . . . . . . . . . . 2,472 2,964 Allowance for borrowed funds used during construction (credit) . . . . . . . . . . . . . . . . (924) (808) Total interest charges. . . . . . . . . . . . . . . 25,646 30,157 NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . $ 36,833 $ 48,005 The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements.
KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF INCOME (Thousands of Dollars) (Unaudited)
Twelve Months Ended June 30, 1994 1993 OPERATING REVENUES. . . . . . . . . . . . . . . . . . . . . . $ 619,629 $ 583,842 OPERATING EXPENSES: Fuel used for generation: Fossil fuel . . . . . . . . . . . . . . . . . . . . . . . 95,306 78,707 Nuclear fuel. . . . . . . . . . . . . . . . . . . . . . . 16,521 12,808 Power purchased . . . . . . . . . . . . . . . . . . . . . . 9,988 5,975 Other operations. . . . . . . . . . . . . . . . . . . . . . 114,824 122,008 Maintenance . . . . . . . . . . . . . . . . . . . . . . . . 50,004 46,673 Depreciation and amortization . . . . . . . . . . . . . . . 76,116 74,431 Amortization of phase-in revenues . . . . . . . . . . . . . 17,545 17,544 Taxes: Federal income. . . . . . . . . . . . . . . . . . . . . . 44,374 28,203 State income. . . . . . . . . . . . . . . . . . . . . . . 10,940 7,704 General . . . . . . . . . . . . . . . . . . . . . . . . . 46,523 42,647 Total operating expenses. . . . . . . . . . . . . . . . 482,141 436,700 OPERATING INCOME. . . . . . . . . . . . . . . . . . . . . . . 137,488 147,142 OTHER INCOME AND DEDUCTIONS: Corporate-owned life insurance (net). . . . . . . . . . . . 2,480 7,377 Miscellaneous (net) . . . . . . . . . . . . . . . . . . . . 4,561 13,033 Income taxes (net). . . . . . . . . . . . . . . . . . . . . 6,508 (2,192) Total other income and deductions . . . . . . . . . . . 13,549 18,218 INCOME BEFORE INTEREST CHARGES. . . . . . . . . . . . . . . . 151,037 165,360 INTEREST CHARGES: Long-term debt. . . . . . . . . . . . . . . . . . . . . . . 50,005 56,411 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,583 10,949 Allowance for borrowed funds used during construction (credit) . . . . . . . . . . . . . . . . . . (1,482) (1,520) Total interest charges. . . . . . . . . . . . . . . . . 54,106 65,840 NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . . $ 96,931 $ 99,520 The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements.
KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF CASH FLOWS (Thousands of Dollars) (Unaudited)
Six Months Ended June 30, 1994 1993 CASH FLOWS FROM OPERATING ACTIVITIES: Net income. . . . . . . . . . . . . . . . . . . . . . . . . $ 36,833 $ 48,005 Depreciation and amortization . . . . . . . . . . . . . . . 38,261 37,675 Other amortization (including nuclear fuel) . . . . . . . . 5,867 3,391 Deferred income taxes and investment tax credits (net). . . 4,319 5,495 Amortization of phase-in revenues . . . . . . . . . . . . . 8,772 8,772 Corporate-owned life insurance. . . . . . . . . . . . . . . (8,830) (8,101) Amortization of gain from sale-leaseback. . . . . . . . . . (4,820) (4,820) Changes in working capital items: Accounts receivable and unbilled revenues (net) (Note 8). (46,211) (12,142) Fossil fuel . . . . . . . . . . . . . . . . . . . . . . . (5,479) 4,055 Accounts payable. . . . . . . . . . . . . . . . . . . . . 9,008 (4,067) Interest and taxes accrued. . . . . . . . . . . . . . . . 13,670 4,323 Other . . . . . . . . . . . . . . . . . . . . . . . . . . (12,120) (257) Changes in other assets and liabilities . . . . . . . . . . (1,436) (21,326) Net cash flows from operating activities . . . . . . . 37,834 61,003 CASH FLOWS USED IN INVESTING ACTIVITIES: Additions to utility plant. . . . . . . . . . . . . . . . . 47,306 22,513 Corporate-owned life insurance policies . . . . . . . . . . 24,008 24,624 Net cash flows used in investing activities. . . . . . 71,314 47,137 CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: Short-term debt (net) . . . . . . . . . . . . . . . . . . . (130,600) (7,300) Advances to parent company (net). . . . . . . . . . . . . . 77,214 40,791 Bonds issued. . . . . . . . . . . . . . . . . . . . . . . . 160,422 - Bonds retired . . . . . . . . . . . . . . . . . . . . . . . (46,440) - Other long-term debt (net). . . . . . . . . . . . . . . . . (67,893) (46,870) Borrowings against life insurance policies (net). . . . . . 40,791 621 Net cash flows from (used in) financing activities . . 33,494 (12,758) NET INCREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . 14 1,108 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD. . . . . . . 63 892 CASH AND CASH EQUIVALENTS AT END OF PERIOD. . . . . . . . . . $ 77 $ 2,000 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION CASH PAID FOR: Interest on financing activities (net of amount capitalized). . . . . . . . . . . . . . . . . . . . . . $ 43,809 $ 38,921 Income taxes. . . . . . . . . . . . . . . . . . . . . . . . 18,400 7,500 The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements.
KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF CASH FLOWS (Thousands of Dollars) (Unaudited)
Twelve Months Ended June 30, 1994 1993 CASH FLOWS FROM OPERATING ACTIVITIES: Net income. . . . . . . . . . . . . . . . . . . . . . . . . $ 96,931 $ 99,520 Depreciation and amortization . . . . . . . . . . . . . . . 76,116 74,431 Other amortization (including nuclear fuel) . . . . . . . . 13,730 9,363 Deferred income taxes and investment tax credits (net). . . 21,396 10,046 Amortization of phase-in revenues . . . . . . . . . . . . . 17,545 17,544 Corporate-owned life insurance. . . . . . . . . . . . . . . (22,379) (15,972) Amortization of gain from sale-leaseback. . . . . . . . . . (9,640) (9,640) Changes in working capital items: Accounts receivable and unbilled revenues (net) (Note 8). (34,638) (10,635) Fossil fuel . . . . . . . . . . . . . . . . . . . . . . . (1,027) 7,760 Accounts payable. . . . . . . . . . . . . . . . . . . . . 3,262 1,168 Interest and taxes accrued. . . . . . . . . . . . . . . . 294 2,477 Other . . . . . . . . . . . . . . . . . . . . . . . . . . (14,054) (5,393) Changes in other assets and liabilities . . . . . . . . . . 3,360 (61,142) Net cash flows from operating activities. . . . . . . . . 150,896 119,527 CASH FLOWS USED IN INVESTING ACTIVITIES: Additions to utility plant. . . . . . . . . . . . . . . . . 91,679 63,713 Corporate-owned life insurance policies . . . . . . . . . . 26,650 20,632 Death proceeds of corporate-owned life insurance policies . (10,158) (754) Net cash flows used in investing activities. . . . . 108,171 83,591 CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: Short-term debt (net) . . . . . . . . . . . . . . . . . . . (61,000) (3,800) Advances to parent company (net). . . . . . . . . . . . . . (82,080) (28,025) Bonds issued. . . . . . . . . . . . . . . . . . . . . . . . 225,422 135,000 Bonds retired . . . . . . . . . . . . . . . . . . . . . . . (186,440) (125,000) Other long-term debt (net). . . . . . . . . . . . . . . . . (13,980) (14,860) Revolving credit agreement (net). . . . . . . . . . . . . . (150,000) - Borrowings against life insurance policies (net). . . . . . 223,430 (3,959) Net cash flows from (used in) financing activities . . (44,648) (40,644) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS. . . . . (1,923) (4,708) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD. . . . . . . 2,000 6,708 CASH AND CASH EQUIVALENTS AT END OF PERIOD. . . . . . . . . . $ 77 $ 2,000 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION CASH PAID FOR: Interest on financing activities (net of amount capitalized). . . . . . . . . . . . . . . . . . . . . . $ 82,541 $ 76,659 Income taxes. . . . . . . . . . . . . . . . . . . . . . . . 40,254 21,725 The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements.
KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF CAPITALIZATION (Thousands of Dollars)
June 30, December 31, 1994 1993 (Unaudited) COMMON STOCK EQUITY: (See Statements of Common Stock Equity) Common stock, without par value, authorized and issued 1,000 shares . . . . . . . . . . . . . . . . . . . . . . $1,065,634 $1,065,634 Retained earnings. . . . . . . . . . . . . . . . . . . . . 216,877 180,044 Total common stock equity. . . . . . . . . . . . . . . . 1,282,511 65% 1,245,678 66%
LONG-TERM DEBT: First Mortgage Bonds: Series Due 1994 1993 5-5/8% 1996 $ 16,000 $ 16,000 7.6% 2003 135,000 135,000 6-1/2% 2005 65,000 65,000 6.20% 2006 100,000 - 316,000 216,000 Pollution Control Bonds: 6.80% 2004 - 14,500 5-7/8% 2007 - 21,940 6% 2007 - 10,000 5.10% 2023 13,982 - Variable (a) 2027 21,940 - 7% 2031 327,500 327,500 Variable (a) 2032 14,500 - Variable (a) 2032 10,000 - 387,922 373,940 Total bonds . . . . . . . . . . . . . . . . . . . . . . 703,922 589,940 Other Long-Term Debt: Pollution control obligations: 5-3/4% series 2003 - 13,980 Other long-term agreement 1995 - 53,913 Total other long-term debt. . . . . . . . . . . . . . - 67,893 Less: Unamortized premium and discount (net) . . . . . . . . . 3,987 4,052 Long-term debt due within one year . . . . . . . . . . . - 238 Total long-term debt. . . . . . . . . . . . . . . . . 699,935 35% 653,543 34% TOTAL CAPITALIZATION . . . . . . . . . . . . . . . . . . . . $1,982,446 100% $1,899,221 100% (a) Market-Adjusted Tax Exempt Securities (MATES). The interest rate is being reset periodically via an auction process. As of June 30, 1994, the rate was 2.86% for these bonds. The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements.
KANSAS GAS AND ELECTRIC COMPANY STATEMENTS OF COMMON STOCK EQUITY (Thousands of Dollars, Except Shares) (Unaudited)
Common Stock Treasury Stock Other Paid-in Retained Shares Amount Capital Earnings Shares Amount Total BALANCE DECEMBER 31, 1991. . 40,997,745 637,003 284 170,598 (9,996,426) (199,255) 608,630 (Predecessor) Net income 6,040 6,040 Cash dividends: Common stock-$0.43 per share. . . . . . . . . (13,330) (13,330) Preferred stock. . . . . (205) (205) Employee stock plans . . . (12) (966) (12) Merger of KG&E with KCA. . (40,997,745) (636,991) (284) (163,103) 9,997,392 199,255 (601,123) MARCH 31, 1992 Subtotal-KG&E (Predecessor). -0- -0- -0- -0- -0- -0- -0- KCA common stock issued. . 1,000 $1,065,634 - - - - $1,065,634 Net income . . . . . . . . $ 71,941 71,941 BALANCE DECEMBER 31, 1992. . 1,000 1,065,634 - 71,941 - - 1,137,575 (Successor) Net Income . . . . . . . . 108,103 108,103 BALANCE DECEMBER 31, 1993. . 1,000 $1,065,634 $ - $ 180,044 - $ - $1,245,678 (Successor) Net Income . . . . . . . . 36,833 36,833 BALANCE JUNE 30, 1994. . . . 1,000 $1,065,634 $ - $ 216,877 - $ - $1,282,511 (Successor) The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements.
KANSAS GAS AND ELECTRIC COMPANY NOTES TO FINANCIAL STATEMENTS (Unaudited) 1. ACCOUNTING POLICIES AND OTHER INFORMATION General. On March 31, 1992, Western Resources, Inc., formerly The Kansas Power and Light Company, (Western Resources, Parent Company) through its wholly-owned subsidiary KCA Corporation (KCA), acquired all of the outstanding common and preferred stock of Kansas Gas and Electric Company (KG&E) for $454 million in cash and 23,479,380 shares of Western Resources common stock (the Merger). The Company owns 47% of the Wolf Creek Nuclear Operating Corporation (WCNOC), the operating company for the Wolf Creek Generating Station (Wolf Creek). The Company records its proportionate share of all transactions of WCNOC as it does other jointly-owned facilities. The financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company, the accompanying condensed financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company as of June 30, 1994, and December 31, 1993, and the results of its operations for the three, six and twelve month periods ended June 30, 1994 and 1993. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's 1993 Annual Report on Form 10-K. The accounting policies of the Company are in accordance with generally accepted accounting principles as applied to regulated public utilities. The accounting and rates of the Company are subject to requirements of the Kansas Corporation Commission (KCC) and the Federal Energy Regulatory Commission. Cash Surrender Value of Life Insurance Contracts. The following amounts related to corporate-owned life insurance (COLI) contracts, primarily with one highly rated major insurance company, are recorded on the balance sheets (millions of dollars): June 30, December 31, 1994 1993 Cash surrender value of contracts $318.2 $269.0 Borrowings against contracts (309.8) (269.0) COLI (net) $ 8.4 $ 0.0 Statements of Cash Flows. For purposes of the statements of cash flows, the Company considers highly liquid collateralized debt instruments purchased with a maturity of three months or less to be cash equivalents. Reclassifications. Certain amounts in prior periods have been reclassified to conform with classifications used in the current year presentation. 2. SHORT-TERM DEBT The Company's short-term financing requirements are satisfied through short-term bank loans and borrowings under unsecured lines of credit maintained with banks. At June 30, 1994, the Company had bank credit arrangements available of $35 million. 3. COMMITMENTS AND CONTINGENCIES Environmental. The Company and the Kansas Department of Health and Environment entered into a consent agreement to perform preliminary assessments of six former manufactured gas sites. The preliminary assessments of these sites have been completed at minimal cost. Until such time that risk assessments are completed at these sites, it will be impossible to predict the cost of remediation. However, the Company is aware of other utilities in Region VII of the EPA (Kansas, Missouri, Nebraska, and Iowa) which have incurred remediation costs for such sites ranging between $500,000 and $10 million, depending on the site. The Company is also aware that the KCC has permitted another Kansas utility to recover a portion of the remediation costs through rates. To the extent that such remediation costs are not recovered through rates, the costs could be material to the Company's financial position or results of operations depending on the degree of remediation and number of years over which the remediation must be completed. Spent Nuclear Fuel Disposal. Under the Nuclear Waste Policy Act of 1982, the U.S. Department of Energy (DOE) is responsible for the ultimate storage and disposal of spent nuclear fuel removed from nuclear reactors. Under a contract with the DOE for disposal of spent nuclear fuel, the Company pays a quarterly fee to DOE of one mill per kilowatthour on net nuclear generation. These fees are included as part of nuclear fuel expense. The Company along with the other co-owners of Wolf Creek are among 14 companies that filed a lawsuit June 20, 1994, seeking an interpretation of the DOE's obligation to begin accepting spent nuclear fuel for disposal in 1998. The Federal Nuclear Waste Policy Act requires DOE ultimately to accept and dispose of nuclear utilities' spent fuel. The issue to be decided in this case is whether DOE must begin accepting spent fuel in 1998 or at a future date. Decommissioning. In 1988 the Company estimated that it would expend approximately $725 million for its share of Wolf Creek decommissioning costs primarily during the period from 2025 through 2031. Such costs, estimated to be approximately $97 million in 1988 dollars, are currently authorized in rates. These costs were calculated using an assumed inflation rate of 5.15% over the remaining service life, in 1988, of 37 years. Decommissioning costs, calculated in the 1988 estimate, are being charged to operating expenses. Amounts so expensed ($3.5 million in 1993 increasing annually to $5.5 million is 2024) and earnings on trust fund assets are deposited in an external trust fund which, when fully funded (assuming a return on trust assets of 7%) will be used solely for the physical decommissioning of Wolf Creek (immediate dismantlement method). Electric rates charged to customers provide for recovery of these decommissioning costs over the life of Wolf Creek. The Company's investment in the decommissioning fund, including reinvested earnings was $15.1 and $13.2 million at June 30, 1994, and December 31, 1993, respectively. These amounts are reflected in OTHER PROPERTY AND INVESTMENTS, Decommissioning Trust, and the related liability is included in DEFERRED CREDITS AND OTHER LIABILITIES, Other, on the balance sheets. On June 9, 1994, the KCC issued an order approving the decommissioning cost of a 1993 Wolf Creek Decommissioning Cost Study which estimates the Company's share of Wolf Creek decommissioning costs to be approximately $595 million during the period 2025 through 2033 or approximately $174 million in 1993 dollars. These costs were calculated using an assumed inflation rate of 3.45% over the remaining service life, in 1993, of 32 years. The KCC also scheduled a hearing to review the funding level for the decommissioning trust. Management believes the current level of funding will meet the requirements of the 1993 cost study and is requesting no change to the current funding level. The Company carries $164 million in premature decommissioning insurance. The insurance coverage has several restrictions. One of these is that it can only be used if Wolf Creek incurs an accident exceeding $500 million in expenses to safely stabilize the reactor, to decontaminate the reactor and reactor station site in accordance with a plan approved by the Nuclear Regulatory Commission (NRC), and to pay for on-site property damages. If the amount designated as decommissioning insurance is needed to implement the NRC- approved plan for stabilization and decontamination, it would not be available for decommissioning purposes. Nuclear Insurance. The Price-Anderson Act limits the combined public liability of the owners of nuclear power plants to $9.2 billion for a single nuclear incident. The Wolf Creek owners (Owners) have purchased the maximum available private insurance of $200 million and the balance is provided by an assessment plan mandated by the NRC. Under this plan, the Owners are jointly and severally subject to a retrospective assessment of up to $79.3 million ($37.3 million, Company's share) in the event there is a nuclear incident involving any of the nation's licensed reactors. This assessment is subject to an inflation adjustment based on the Consumer Price Index. There is a limitation of $10 million ($4.7 million, Company's share) in retrospective assessments per incident per year. The Owners carry decontamination liability, premature decommissioning liability and property damage insurance for Wolf Creek totalling approximately $2.8 billion ($1.3 billion, Company's share). This insurance is provided by a combination of "nuclear insurance pools" ($1.3 billion) and Nuclear Electric Insurance Limited (NEIL) ($1.5 billion). In the event of an accident, insurance proceeds must first be used for reactor stabilization and site decontamination. The remaining proceeds from the $2.8 billion insurance coverage ($1.3 billion, Company's share), if any, can be used for property damage up to $1.1 billion (Company's share) and premature decommissioning costs up to $117.5 million (Company's share) in excess of funds previously collected for decommissioning (as discussed under "Decommissioning"), with the remaining $47 million (Company's share) available for either property damage or premature decommissioning costs. The Owners also carry additional insurance with NEIL to cover costs of replacement power and other extra expenses incurred during a prolonged outage resulting from accidental property damage at Wolf Creek. If losses incurred at any of the nuclear plants insured under the NEIL policies exceed premiums, reserves, and other NEIL resources, the Company may be subject to retrospective assessments of approximately $9 million per year. There can be no assurance that all potential losses or liabilities will be insured or that the amount of insurance will be sufficient to cover them. Any substantial losses not covered by insurance, to the extent not recoverable through rates, could have a material adverse effect on the Company's financial position and results of operations. Clean Air Act. The Clean Air Act Amendments of 1990 (the Act) require a two-phase reduction in sulfur dioxide and oxides of nitrogen (NOx) emissions effective in 1995 and 2000 and a probable reduction in toxic emissions. To meet the monitoring and reporting requirements under the acid rain program, the Company is installing continuous emission monitoring and reporting equipment at a total cost of approximately $2.3 million. At December 31, 1993, the Company had completed approximately $850 thousand of these capital expenditures with the remaining $1.4 million of capital expenditures to be completed in 1994 and 1995. The Company does not expect additional equipment to reduce sulfur emissions to be necessary under Phase II. The Company currently has no Phase I affected units. The NOx and toxic limits, which were not set in the law, will be specified in future EPA regulations. The EPA has issued for public comment preliminary NOx regulations for Phase I group 1 units. NOx regulations for Phase II units and Phase I group 2 units are mandated in the Act to be promulgated by January 1, 1997. Although the Company has no Phase I units, the final regulations for Phase I group 1 may allow for early compliance for Phase II group 1 units. Until such time as the Phase I group 1 NOx regulations are final, the Company will be unable to determine its compliance options or related compliance costs. Fuel Commitments. To supply a portion of the fuel requirements for its generating plants, the Company has entered into various commitments to obtain nuclear fuel, coal and natural gas. Some of these contracts contain provisions for price escalation and minimum purchase commitments. At December 31, 1993, WCNOC's nuclear fuel commitments (Company's share) were approximately $18.0 million for uranium concentrates expiring at various times through 1997, $123.6 million for enrichment expiring at various times through 2014 and $45.5 million for fabrication through 2012. At December 31, 1993, the Company's coal and natural gas contract commitments in 1993 dollars under the remaining term of the contracts were $666 million and $20.4 million, respectively. The largest coal contract was renegotiated early in 1993 and expires in 2020 with the remaining coal contracts expiring at various times through 2013. The majority of natural gas contracts expire in 1995 with automatic one-year extension provisions. In the normal course of business, additional commitments and spot market purchase will be made to obtain adequate fuel supplies. For additional information with respect to Commitments and Contingencies see Note 3, COMMITMENTS AND CONTINGENCIES of the Notes to Financial Statements in the Company's 1993 Annual Report on Form 10-K. 4. LEGAL PROCEEDINGS For information with respect to Legal Proceedings see Note 10, LEGAL PROCEEDINGS of the Notes to Financial Statements in the Company's 1993 Annual Report on Form 10-K. 5. RATE MATTERS AND REGULATION For information with respect to Rate Matters and Regulation see Note 4 RATE MATTERS AND REGULATION of the Notes to Financial Statements in the Company's 1993 Annual Report on Form 10-K. 6. INCOME TAXES Total income tax expense included in the Statements of Income reflects the Federal statutory rate of 35% since January 1, 1993 and 34% for all prior periods. The Federal statutory rate produces effective income tax rates of 35.5% and 27.7% for the three month periods, and 34.5% and 26.7% for the six month periods and 33.5% and 27.7% for the twelve month periods ended June 30, 1994 and 1993, respectively. The effective income tax rates vary from the Federal statutory rate due to the permanent differences, including the amortization of investment tax credits. For additional information with respect to Income Taxes see Note 9, INCOME TAXES of the Notes to Financial Statements in the Company's 1993 Annual Report on Form 10-K. 7. EMPLOYEE BENEFIT PLANS Postemployment. The Company adopted the provisions of Statement of Financial Accounting Standards No. 112 (SFAS 112), in the first quarter of 1994. This statement requires the Company to recognize the liability to provide postemployment benefits when the liability has been incurred. To mitigate the impact adopting SFAS 112 will have on rate increases, the Company received an order from the KCC permitting the initial deferral of SFAS 112 transition costs and expenses and its inclusion in the future computation of cost of service net of and income stream generated from corporate-owned life insurance. At June 30, 1994, the Company's SFAS 112 liability recorded on the balance sheet was approximately $585,000. 8. LONG-TERM DEBT The Company has a long-term debt agreement, expiring in 1995, which contains provisions for the sale of accounts receivable and unbilled revenues (receivables) and phase-in revenues up to a total of $180 million. Amounts related to receivables are accounted for as sales while those related to phase-in revenues are accounted for as collateralized borrowings. Additional receivables are continually sold to replace those collected. At June 30, 1994 and December 31, 1993, outstanding receivables amounting to $20.1 million and $56.8 million, respectively, were considered sold under the agreement. For additional information with respect to Long-Term Debt see Note 6, LONG-TERM DEBT of the Notes to Financial Statements in the Company's 1993 Annual Report on Form 10-K. KANSAS GAS AND ELECTRIC COMPANY Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with Item 7 of the Company's Annual Report on Form 10-K for 1993. The following updates the information provided in the 1993 Form 10-K, and analyzes the changes in the results of operations between the three, six and twelve month periods ended June 30, 1994 and comparable periods of 1993. FINANCIAL CONDITION General. The Company had net income for the second quarter of 1994 of $23.6 million compared to $24.3 million for the same period of 1993. The decrease in income can be attributed to an increase in maintenance expense due to the major boiler overhaul of the Company's coal fired La Cygne 1 and higher income taxes as a result of the completion of the accelerated amortization of certain deferred income tax reserves. As of December 31, 1993, the Company had fully amortized these deferred income tax reserves related to the allowance for borrowed funds used during construction capitalized for Wolf Creek. The absence of the amortization of these deferred income tax reserves reduces net income by approximately $3 million per quarter or approximately $12 million per year. Net income for the six and twelve months ending June 30, 1994, of $36.8 million and $96.9 million, decreased from net income of $48.0 and $99.5 million for the comparable periods of 1993, respectively. The decrease in net income is primarily due to increases in income taxes as a result of the absence of the amortization of the above mentioned deferred income tax reserves and higher maintenance expense as a result of the major boiler overhaul of the Company's coal fired La Cygne 1. Partially offsetting the increased expenses for the three, six and twelve months ended June 30, 1994, was lower interest expense. Liquidity and Capital Resources. The KG&E common and preferred stock was redeemed in connection with the Merger, leaving 1,000 shares of common stock held by Western Resources. The debt structure of the Company and available sources of funds were not affected by the Merger. On April 28, 1994, three series of Market-Adjusted Tax Exempt Securities totalling $46.4 million were sold on behalf of the Company at a rate of 2.95% for the initial auction period. The interest rate is being reset periodically via an auction process. As of June 30, 1994, the rate on these bonds was 2.86% for each series. The net proceeds from the new issues, together with available cash, were used to refund three series of Pollution Control Bonds totalling $46.4 million bearing interest rates between 5 7/8% and 6.8%. In 1986 the Company purchased corporate-owned life insurance policies (COLI) on certain of its employees. For the six months ended June 30, 1994, the Company increased its borrowings against the accumulated cash surrender values of the policies by $39.2 million and received $1.6 million from increased borrowings on Wolf Creek Nuclear Operating Company policies. OPERATING RESULTS The following discussion explains variances for the three, six and twelve months ended June 30, 1994 to the comparable periods of 1993. Revenues. The Company's revenues vary with levels of usage as a result of changing weather conditions during comparable periods and are sensitive to seasonal fluctuations between consecutive periods. Changes in electric sales volumes: 3 Months 6 Months 12 Months Ended Ended Ended Residential 15.6% 2.6% 4.9% Commercial 0.0% 1.2% (0.5)% Industrial 3.5% (1.1)% (1.1)% Total Retail 5.8% 0.6% 0.8% Wholesale & interchange (3.7)% 57.7% 66.4% Total electric sales 4.4% 8.6% 11.0% Revenues for the second quarter of 1994, of $155.0 million, increased three percent from the 1993 second quarter revenues of $150.5 million, due to the warmer temperatures experienced in the Company's service territory, primarily in the month of June, which resulted in a greater customer demand for air conditioning load compared to last year. Revenues for the six months ended June 30, 1994, of $291.6 million, increased slightly from revenues of $289.0 million for the comparable period of 1993. The increase in revenues is primarily a result of increased residential sales due to the higher air conditioning load during 1994 as compared to 1993 and higher wholesale and interchange sales due to increased interchange demand. Revenues for the twelve months ended June 30, 1994, of $619.6 million, increased approximately six percent from revenues of $583.8 million for the comparable period of 1993. The increase can be attributed primarily to a $22.6 million increase in wholesale and interchange revenues as a result of additional interchange customers and other utilities' need for power to meet peak demand periods while those utilities' units were down due to the 1993 summer flooding. Residential customers also experienced an increase in sales volume as summer temperatures returned to near normal levels during the third quarter of 1993. Operating Expenses. Total operating expenses increased approximately six percent for the three and the six months ended June 30, 1994 compared the same periods of 1993. The increases can be attributed to increases during the second quarter of $2.8 million in maintenance expense primarily due to the major boiler overhaul of the Company's coal fired La Cygne 1, a $4.6 million increase in federal and state income taxes, and a $4.4 million increase in fuel expense as a result of increased electric generation to meet customer demand. The increase in federal income taxes for the three and six months ended June 30, 1994 was due to the completion at December 31, 1993, of the accelerated amortization of deferred income tax reserves relating to the allowance for borrowed funds used during construction capitalized for Wolf Creek. The completion of the amortization of these deferred income tax reserves increased income taxes and thereby reduced net income by approximately $3 million and $6 million for the quarter and six months ended June 30, 1994, respectively. Total operating expenses increased approximately 10 percent for the twelve months ended June 30, 1994 compared to the same period of 1993. The increase is primarily the result of a $24.3 million increase in fuel expense and purchased power due to increased electric generation caused by the increase in customer demand, a $19.4 million increase in federal and state income taxes, and higher general taxes of $3.9 million. The increase in income taxes is a result of the completion of the amortization of certain deferred income taxes discussed previously. Higher property taxes due to increases in plant and higher mill levies contributed to increased general taxes. Other Income and Deductions. Other income and deductions, net of taxes, decreased significantly for the three, six and twelve months ended June 30, 1994, compared to the same period in 1993 primarily as a result of increased interest expense on higher COLI borrowings. Interest Expense. Interest expense decreased $2.4 million, $4.5 million and $11.7 million for the three, six and twelve months ended June 30, 1994 compared to the same periods of 1993, respectively. The decreases resulted primarily from lower interest rates on variable-rate debt and the refinancing of higher cost fixed-rate debt. Also accounting for the decrease in interest expense was the impact of increased COLI borrowings which reduce the need for other long-term debt and thereby reduced interest expense. COLI interest is reflected in Other Income and Deductions on the income statement. KANSAS GAS AND ELECTRIC COMPANY Part II Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: None (b) Reports on Form 8-K: None 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 thereunto duly authorized. Kansas Gas and Electric Company Date August 10, 1994 By Richard D. Terrill Richard D. Terrill, Secretary, Treasurer and General Counsel