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Proc-Type: 2001,MIC-CLEAR
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 or o TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to_______ Each of the following classes or series of securities registered pursuant to Section 12(b) of the Act is registered on the New York Stock Exchange: Securities registered pursuant to Section 12(g) of the Act. None. 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 No X Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. X __________________ Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act.) Great Plains Energy Incorporated Yes X No Kansas City Power & Light Company Yes No X The aggregate market value of the voting and non-voting common equity held by non-affiliates of Great Plains Energy Incorporated (based on the closing price of its common stock on the New York Stock Exchange on June 30, 2004, was approximately
$2,205,495,656. All of the common equity of Kansas City Power & Light Company is held by Great Plains Energy Incorporated, an affiliate of Kansas City Power & Light Company. On February 25, 2005, Great Plains Energy Incorporated had 74,438,825 shares of common stock outstanding. The aggregate market value of the common stock held by non-affiliates of Great Plains Energy Incorporated (based upon the closing price of its common stock on the New York Stock Exchange on February 25, 2005) was approximately $2,318,769,399. On February 25, 2005, Kansas City Power & Light Company had one share of common stock outstanding and held by Great Plains Energy Incorporated. __________________ Documents Incorporated by Reference Portions of the 2005 Proxy Statement of Great Plains Energy Incorporated to be filed with the Securities and Exchange Commission are incorporated by reference in Part III of this report. 2 Great Plains Energy Incorporated and Kansas City Power & Light Company separately file this combined Annual Report on Form 10-K. Information contained herein relating to an individual registrant and its subsidiaries is filed by such registrant on its own behalf. Each registrant makes representations only as to information relating to itself and its subsidiaries. This report should be read in its entirety. No one section of the report deals with all aspects of the subject matter. CAUTIONARY STATEMENTS REGARDING CERTAIN FORWARD-LOOKING INFORMATION Statements made in this report that are not based on historical facts are forward-looking, may involve risks and uncertainties, and are intended to be as of the date when made. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the registrants are providing a number of important factors that could cause actual results to differ materially from the provided forward-looking information. These important factors include: This list of factors is not all-inclusive because it is not possible to predict all factors.
3 GLOSSARY OF TERMS The following is a glossary of frequently used abbreviations or acronyms that are found throughout this report. Abbreviation or Acronym Definition 35 Act Public Utility Holding Company Act of 1935, as amended ARO Asset Retirement Obligations CAIR Clean Air Interstate Rule Clean Air Act Clean Air Act Amendments of 1990 CO2 Carbon Dioxide Compact Central Interstate Low-Level Radioactive Waste Compact Company Great Plains Energy Incorporated and its subsidiaries Consolidated KCP&L KCP&L and its subsidiary, HSS COSO Committee of Sponsoring Organizations Digital Teleport Digital Teleport, Inc. DOE Department of Energy DTI DTI Holdings, Inc. and its subsidiaries, Digital Teleport, Inc. and Digital Teleport of Virginia, Inc. EBITDA Earnings before interest, income taxes, depreciation and amortization EEI Edison Electric Institute EIRR Environmental Improvement Revenue Refunding EPA Environmental Protection Agency EPS Earnings per common share ERISA Employee Retirement Income Security Act of 1974 FASB Financial Accounting Standards Board FELINE PRIDESSM Flexible Equity Linked Preferred Increased Dividend Equity Securities, a service mark of Merrill Lynch & Co., Inc. FERC Federal Energy Regulatory Commission FIN Financial Accounting Standards Board Interpretation GAAP Generally Accepted Accounting Principles GPP Great Plains Power Incorporated, a wholly owned subsidiary of Great Plains Energy Great Plains Energy Great Plains Energy Incorporated and its subsidiaries Holdings DTI Holdings, Inc. HSS Home Service Solutions Inc., a wholly owned subsidiary of KCP&L IEC Innovative Energy Consultants Inc., a wholly owned subsidiary of Great Plains Energy IRS Internal Revenue Service ISO Independent System Operator KCC The State Corporation Commission of the State of Kansas KCP&L Kansas City Power & Light Company, a wholly owned subsidiary of Great Plains Energy KLT Energy Services KLT Energy Services Inc., a wholly owned subsidiary of KLT Inc. KLT Gas KLT Gas Inc., a wholly owned subsidiary of KLT Inc. KLT Gas portfolio KLT Gas natural gas properties KLT Inc. KLT Inc., a wholly owned subsidiary of Great Plains Energy KLT Investments KLT Investments Inc., a wholly owned subsidiary of KLT Inc. KLT Telecom KLT Telecom Inc., a wholly owned subsidiary of KLT Inc. KW Kilowatt 4 Abbreviation or Acronym Definition kWh Kilowatt hour Lease Trust Lessor for KCP&Ls synthetic lease arrangement for five combustion turbines MAC Material Adverse Change MACT Maximum Achievable Control Technology MODOR Missouri Department of Revenue MPSC Missouri Public Service Commission MW Megawatt MWh Megawatt hour NEIL Nuclear Electric Insurance Limited NOx Nitrogen Oxide NPNS Normal purchases and normal sales exception under SFAS No. 133, as amended NRC Nuclear Regulatory Commission OCI Other Comprehensive Income Receivables Company Kansas City Power & Light Receivables Company, a wholly owned subsidiary of KCP&L RSAE R.S. Andrews Enterprises, Inc., a subsidiary of HSS RTO Regional Transmission Organization SEC Securities and Exchange Commission SE Holdings SE Holdings, L.L.C. Services Great Plains Energy Services Incorporated SFAS Statement of Financial Accounting Standards SO2 Sulfur Dioxide SOX Sulfur Oxide SPP Southwest Power Pool, Inc. Strategic Energy Strategic Energy, L.L.C., a subsidiary of KLT Energy Services WCNOC Wolf Creek Nuclear Operating Corporation Wolf Creek Wolf Creek Generating Station Worry Free Worry Free Service, Inc., a wholly owned subsidiary of HSS
5 PART I ITEM 1. BUSINESS General Great Plains Energy Incorporated and Kansas City Power & Light Company are separate registrants filing this combined annual report. The terms Great Plains Energy, Company, KCP&L and consolidated KCP&L are used throughout this report. Great Plains Energy and the Company refer to Great Plains Energy Incorporated and its consolidated subsidiaries, unless otherwise indicated. KCP&L refers to Kansas City Power & Light Company, and consolidated KCP&L refers to KCP&L and its consolidated subsidiaries. Information in other Items of this report as to which reference is made in this Item 1. is hereby incorporated by reference in this Item 1. The use of terms such as see or refer to shall be deemed to incorporate into this Item 1. the information to which such reference is made. GREAT PLAINS ENERGY Great Plains Energy, a Missouri corporation incorporated in 2001 and headquartered in Kansas City, Missouri, is a public utility holding company registered with and subject to the regulation of the Securities and Exchange Commission (SEC) under the Public Utility Holding Company Act of 1935, as amended (35 Act). Through a corporate restructuring consummated on October 1, 2001, Great Plains Energy became the parent company and sole owner of the common stock of KCP&L. Great Plains Energy does not own or operate any significant assets other than the stock of its subsidiaries. Great Plains Energys direct subsidiaries are KCP&L, KLT Inc., Great Plains Power Incorporated (GPP), Innovative Energy Consultants Inc. (IEC) and Great Plains Energy Services Incorporated (Services). KCP&L is described below. KLT Inc. is an intermediate holding company that primarily holds, directly or indirectly, interests in Strategic Energy, L.L.C. (Strategic Energy) and affordable housing limited partnerships. Strategic Energy provides competitive electricity supply services in several electricity markets offering retail choice. KLT Inc. wholly owns KLT Gas Inc. (KLT Gas). In February 2004, the Board of Directors approved the sale of the KLT Gas natural gas properties (KLT Gas portfolio) and discontinuation of the gas business. KLT Gas completed sales of substantially all of the KLT Gas portfolio in 2004. See Note 6 to the consolidated financial statements for further information regarding KLT Gas. GPP focuses on the development of wholesale generation. Management decided during 2002 to limit the operations of GPP to the siting and permitting process that began in 2001 for potential new generation. GPP has made no significant investments to date. IEC is an intermediate holding company that holds an indirect interest in Strategic Energy. IEC does not own or operate any assets other than its indirect interest in Strategic Energy. When combined with KLT Inc.s indirect interest in Strategic Energy, the Company owns just under 100% of the indirect interest in Strategic Energy. Services was formed in 2003 to provide services at cost to Great Plains Energy and its subsidiaries, including consolidated KCP&L, as a service company under the 35 Act. Strategic Intent For a discussion of the Companys strategic intent, please refer to the Strategic Intent section in Item 7. Managements Discussion and Analysis. 6 CONSOLIDATED KCP&L KCP&L, a Missouri corporation incorporated in 1922, is an integrated, regulated electric utility, which provides electricity to customers primarily in the states of Missouri and Kansas. KCP&L has one wholly owned subsidiary, Home Service Solutions Inc. (HSS), which held a residential services investment, Worry Free Service, Inc. (Worry Free). HSS entered into a letter of intent to sell Worry Free in December 2004 and closed the sale in February 2005. In June 2003, HSS completed the disposition of its interest in R.S. Andrews Enterprises, Inc. (RSAE). Business Segments of Great Plains Energy and KCP&L Consolidated KCP&Ls sole reportable business segment is KCP&L. Great Plains Energy, through its direct and indirect subsidiaries, has two reportable business segments: KCP&L and Strategic Energy. For information regarding the revenues, income and assets attributable to the Company's reportable business segments, see Note 17 to the consolidated financial statements. Comparative financial information and discussion regarding the Companys and KCP&Ls reportable business segments can be found in Item 7. Managements Discussion and Analysis. Regulation - General Great Plains Energy and its subsidiaries are subject to certain limitations and approval requirements as a registered holding company system under the 35 Act with respect to matters such as the structure of holding company systems, transactions among affiliates, acquisitions, business combinations, the issuance, sale and acquisition of securities, and engaging in business activities not directly related to the utility or energy business. Consistent with the requirements under the 35 Act, Great Plains Energy formed a service company effective April 1, 2003. The Company is required to submit reports providing detailed information concerning the organization, financial structure and operations of Great Plains Energy and its subsidiaries. Several proposals regarding the 35 Act have been introduced in Congress in the past few years; however, the prospects for legislative reform or repeal are uncertain at this time. Other regulatory matters affecting KCP&L and Strategic Energy are described below in the discussion on each of these reportable business segments. Capital Program and Financing For information on the Company's and KCP&Ls capital program and financial needs, see Item 7. Management's Discussion and Analysis, Strategic Intent and Capital Requirements and Liquidity sections and Notes 18 and 19 to the consolidated financial statements. KCP&L KCP&L, headquartered in Kansas City, Missouri, engages in the generation, transmission, distribution and sale of electricity. KCP&L serves almost 495,000 customers located in all or portions of 24 counties in western Missouri and eastern Kansas. Customers include over 435,000 residences, over 55,000 commercial firms, and over 2,200 industrials, municipalities and other electric utilities. KCP&Ls retail revenues were 80%, 84% and 88% of its total operating revenues in 2004, 2003 and 2002, respectively. Wholesale firm power, bulk power sales and miscellaneous electric revenues accounted for the remainder of utility revenues. KCP&L is significantly impacted by seasonality with approximately one-third of its retail revenues recorded in the third quarter. KCP&Ls total electric revenues accounted for approximately 44%, 49% and 56% of Great Plains Energys revenues in 2004,
2003 and 2002, respectively. KCP&Ls income from continuing operations accounted for approximately 86%, 67% and 75% of Great Plains Energys income from continuing operations in 2004, 2003 and 2002, respectively. Regulation KCP&L is regulated by the Missouri Public Service Commission (MPSC) and The State Corporation Commission of the State of Kansas (KCC) with respect to retail rates, accounting matters, standards of service and, in certain cases, the issuance of securities, certification of facilities and service territories. 7 KCP&L is classified as a public utility under the Federal Power Act and accordingly, is subject to regulation by the Federal Energy Regulatory Commission (FERC). By virtue of its 47% ownership interest in Wolf Creek Nuclear Generating Station (Wolf Creek), KCP&L is subject to regulation by the Nuclear Regulatory Commission (NRC), with respect to licensing and safety-related requirements. KCP&L is also subject to the jurisdiction of the SEC under the 35 Act, as described above. Missouri jurisdictional retail revenues averaged 57% of KCP&Ls total retail revenue over the last three years. Kansas jurisdictional retail revenues averaged 43% of KCP&Ls total retail revenue over the last three years. See Item 7. Managements Discussion and Analysis, Critical Accounting Policies section for additional information concerning regulatory matters. Market-Based Rate Authority KCP&L is authorized by FERC to sell wholesale power at market-based rates. As a condition of that authority, every three years, KCP&L must submit to FERC an updated market power analysis. Pursuant to that condition, KCP&L submitted its most recent update in 2004. Since KCP&Ls previous update, FERC revised its market power analysis and devised two screens to identify companies that potentially had generation market power. In December 2004, FERC issued an order explaining that KCP&L passed FERCs new indicative market power screens in all markets except its own control area and the control area of The Board of Public Utilities of Kansas City, Kansas (KCBPU). FERC instituted a proceeding to determine whether KCP&L may continue to charge market-based rates in its control area and the KCBPU control area. FERC instructed KCP&L to submit additional information
demonstrating that it lacked generation market power in its control area and the KCBPU control area, propose mitigation measures that would apply to wholesale sales in those areas, or accept FERCs cost-based rates for wholesale sales in those areas. In February 2005, KCP&L submitted additional information to demonstrate that it does not possess market power in its control area or the control area of KCBPU. FERC action on that submission is pending. The FERC clarified in the December 2004 order that any resulting mitigation or refunds would be limited to wholesale, market-based sales within the KCP&L and KCBPU control areas because those are the geographic markets for which FERCs indicative screens identified the potential for generation market power. However, nearly all of KCP&Ls market-based, wholesale sales are outside of its control area and the control area of KCBPU. Consequently, based on 2004 sales figures, FERCs proceeding pertains to less than 4% of KCP&Ls wholesale revenues. Wolf Creek The NRC evaluates plant performance by analyzing two distinct inputs: inspection findings resulting from NRC's inspection program and performance indicators (PIs) reported by the licensee (Inspection Findings + Performance Indicators = Plant Assessment). Both PIs and inspection findings are evaluated and given a color designation based on their safety significance. Green inspection findings or PIs indicate very low risk significance and therefore have little or no impact on safety. A plant with green inspection findings and all green PIs receives the minimum regimen of inspections from the NRC. White, yellow or red inspection findings or PIs each, respectively, represent a greater degree of safety significance. PIs are reported quarterly, looking back on the preceding 12 months. During the current 12 month cycle (i.e. ending 4th
quarter 2004), Wolf Creek experienced 3 unscheduled shutdowns or scrams resulting in this PI to approach moving from the green into the white band. There is currently enough margin in this PI to sustain one additional plant trip without turning the PI white. Assuming no additional scrams between now and the end of the third quarter, this margin will grow to two scrams. A unit with green inspection findings, 14 green PIs and a single white PI is still considered to be meeting all NRC oversight objectives. However, the NRC might require an additional inspection be performed to evaluate the causes and corrective actions for the white PI and to determine if any violations occurred. Wolf Creeks current rating on all inspection findings and PIs is green. 8 Regional Transmission Organization Under FERC Order 2000, KCP&L, as an investor-owned utility, is strongly encouraged to join a FERC approved Regional Transmission Organization (RTO). RTOs combine transmission operations of utility businesses into regional organizations that schedule transmission services and monitor the energy market to ensure regional transmission reliability and non-discriminatory access. The Southwest Power Pool (SPP), of which KCP&L is a member, obtained approval from FERC as an RTO in a January 24, 2005, order. KCP&L intends on participating in the SPP RTO; however, state regulatory approvals are required. KCP&L anticipates making the necessary applications to the MPSC and the KCC, during the second quarter of 2005 upon completion of the regional cost/benefit analysis currently being conducted for the SPP RTO. This cost/benefit analysis is being conducted under the direction of the SPP Regional State
Committee (composed of state commissions from the states where the SPP RTO operates) and is expected to be completed in the first quarter of 2005. Competition For years the electric industry was relatively stable, characterized by vertically integrated electric companies. During recent years however, federal and state developments aimed at promoting competition resulted in industry restructuring. The industry has moved from a fully regulated industry, comprised of integrated companies that combine generation, transmission and distribution, to a highly fragmented industry comprised of some fully integrated, regulated utility markets and some competitive wholesale generation markets with continuing regulation of transmission and distribution. However, the pace of restructuring has slowed significantly due primarily to public and governmental reactions to issues associated with deregulation efforts in California and the collapse of its wholesale electric energy market. While most states in the process of deregulating the generation of electricity have continued
the process, no new states have initiated the deregulation process. At the federal level, FERC is committed to the development of wholesale generation markets. The FERC has undertaken an initiative to standardize wholesale markets in the United States by promoting the formation of RTOs. As changes in the retail and wholesale markets have occurred, regulators and legislators in different jurisdictions have not coordinated these changes. In some cases, actions by one jurisdiction may conflict with actions by another, creating potentially incompatible obligations for public utilities. Restructuring issues are complex and are continually affected by events at the federal and state levels; however, these changes may result in fundamental alterations in the way traditional integrated utilities conduct business. Management believes the transition to competition will continue, although at a slow pace, particularly at the state level. Missouri and Kansas continue on the fully integrated utility model and no legislation authorizing retail choice has been introduced in Missouri or Kansas for several years. If Missouri or Kansas were to pass legislation authorizing or mandating retail choice, KCP&L would no longer be able to apply regulated utility accounting principles to some, or all of its operations and may be required to write off certain regulatory assets and liabilities. See Note 4 to the consolidated financial statements for additional information regarding regulatory assets and liabilities. Power Supply KCP&L is a member of the SPP reliability region. As one of the ten regional members of the North American Electric Reliability Council, SPP is responsible for maintaining reliability in its area through coordination of planning and operations. As a member of the SPP, KCP&L is required to maintain a capacity margin of at least 12% of its projected peak summer demand. This net positive supply of capacity and energy is maintained through its generation assets and capacity, power purchase agreements and peak demand reduction programs. The capacity margin is designed to ensure the reliability of electric energy in the SPP region in the event of operational failure of power generating units utilized by the members of the SPP. There currently is not a penalty for falling below the required capacity margin. 9 KCP&Ls maximum system net hourly summer peak load of 3,610 MW occurred on August 21, 2003. The maximum winter peak load of 2,382 MW occurred on December 18, 2000. During 2004, the summer peak load was 3,384 MW and the winter peak load was 2,376 MW. The projected peak summer demand for 2005 is 3,533 MW. KCP&L has adequate generation assets to meet its projected capacity requirements through 2005. Capacity requirements for 2006 through 2009 are expected to be met through short-term capacity purchases, additional demand-side management and efficiency programs, uprates on several of KCP&Ls existing turbine generators and the potential additions of wind generation consistent with KCP&Ls strategic intent. The majority of KCP&Ls rates do not contain an automatic fuel adjustment clause. Consequently, to the extent the price of coal, coal transportation, nuclear fuel, nuclear fuel processing, natural gas or purchased power increase significantly after the expiration of the contracts described in this section, or if KCP&Ls lower fuel cost units do not meet anticipated availability levels, KCP&Ls net income may be adversely affected until the increased cost could be reflected in rates. Fuel The principal sources of fuel for KCP&Ls electric generation are coal and nuclear fuel. KCP&L expects, with normal weather, to satisfy about 98% of its 2005 fuel requirements from these sources with the remainder provided by natural gas and oil. The actual 2004 and estimated 2005 fuel mix and delivered cost in cents per net kWh generated are in the following table. Coal During 2005, KCP&Ls generating units, including jointly owned units, are projected to burn approximately 13.3 million tons of coal. KCP&L has entered into coal-purchase contracts with various suppliers in Wyoming's Powder River Basin, the nation's principal supply region of low-sulfur coal. These contracts will satisfy approximately 100%, 90%, 70% and 35%, respectively, of the projected coal requirements for 2005 through 2008. The remainder of KCP&Ls coal requirements will be fulfilled through additional contracts or spot market purchases. The existing contracts have been entered into over time at higher prices as the coal market price has risen creating an increase in coal costs for 2005 and beyond. KCP&L has also entered into rail transportation contracts with various railroads for moving coal from Powder River Basin to its generating units. These contracts will satisfy approximately 100% of the rail transportation requirements for 2005 and approximately 75% to 80% of the requirements for 2006 through 2010. The major railroads delivering coal to KCP&L have recently experienced congestion and deterioration of service due in part to severe winter weather and limited capacity. Although KCP&Ls coal inventory management process is designed to deal with fuel supply disruptions, such disruptions could cause KCP&L to reduce generation at one or more of its coal-fired plants, resulting in reduced wholesale sales, increased replacement power costs, or both. 10 Nuclear Fuel KCP&L owns 47% of Wolf Creek Nuclear Operating Corporation (WCNOC), the operating company for Wolf Creek, its only nuclear generating unit. Wolf Creek purchases uranium and has it processed for use as fuel in its reactor. In the first step, uranium concentrates are chemically converted to uranium hexafluoride, which is suitable for enrichment. During enrichment, the fissionable isotope of uranium contained in uranium hexafluoride is concentrated by removing a large part of the non-fissionable isotope resulting in enriched uranium hexafluoride suitable for further processing into nuclear fuel pellets. Finally, the enriched uranium hexafluoride is further processed into uranium dioxide powder that is pressed into ceramic pellets, which are then encased in metal tubes and arranged into fuel assemblies in the fabrication process. The owners of Wolf Creek have on hand or under contract 100% of the uranium and conversion services needed to operate Wolf Creek through September 2009. The owners also have under contract 100% of the uranium enrichment required to operate Wolf Creek through March 2008. Fabrication requirements are under contract through 2024. All uranium, uranium conversion and uranium enrichment arrangements, as well as the fabrication agreement, have been entered into in the ordinary course of business. However, contraction and consolidation among suppliers of these commodities and services, coupled with increasing worldwide demand and past inventory drawdowns, have introduced some uncertainty as to Wolf Creek's ability to replace some of these contracts in the event of a protracted supply disruption. Great Plains Energys management believes this potential problem is common to the nuclear industry. Accordingly, in the event the affected contracts were required to be replaced, Great Plains Energys and Wolf Creek's management believes that the industry and government would arrive at a solution to minimize disruption of the nuclear industry's operations, including Wolf Creek's operations. In addition, Wolf Creeks management
has taken actions to reduce the risk to Wolf Creek of short-term supply disruptions. Under the Nuclear Waste Policy Act of 1982, the Department of Energy (DOE) is responsible for the permanent disposal of spent nuclear fuel. KCP&L pays the DOE a quarterly fee of one-tenth of a cent for each kWh of net nuclear generation delivered and sold for the future disposal of spent nuclear fuel. In 2002, the U.S. Senate approved Yucca Mountain, Nevada as a long-term geologic repository. The DOE is currently in the process of preparing an application to obtain the NRC license to proceed with construction of the repository. Management cannot predict when this site may be available. Under current DOE policy, once a permanent site is available, the DOE will accept spent nuclear fuel first from the owners with the oldest spent fuel. Wolf Creek has completed an on-site storage facility that is designed to hold all spent fuel generated at the plant through the end of its 40-year licensed life in 2025. In January 2004, KCP&L and the other two Wolf Creek owners filed suit against the United States in the U.S. Court of Federal Claims seeking an unspecified amount of monetary damages resulting from the governments failure to begin accepting spent fuel for disposal in January 1998, as the government was required to do by the Nuclear Waste Policy Act of 1982. About sixty other similar cases are pending before that court, four of which went to trial in 2004. Another federal court already has determined that the government breached its obligation to begin accepting spent fuel for disposal. The questions now before the court in the pending cases are whether and to what extent the utilities are entitled to monetary damages for that breach. KCP&L cannot predict the outcome of the Wolf Creek case. The Low-Level Radioactive Waste Policy Amendments Act of 1985 mandated the development of low-level radioactive waste disposal facilities. The states of Kansas, Nebraska, Arkansas, Louisiana and Oklahoma formed the Central Interstate Low-Level Radioactive Waste Compact (Compact) and 11 selected a site in northern Nebraska to locate a disposal facility. Nebraska officials opposed the site and Nebraska is no longer a member of the Compact. The Compact Commission has begun seeking alternative long-term waste disposal capability elsewhere. Currently, the low-level waste from Wolf Creek is being processed and disposed of in other federally approved sites. See Note 13 to the consolidated financial statements for additional information regarding low-level waste and the Compact. Natural Gas KCP&L is projecting increased use of natural gas during 2005 to support peak summer load as a result of KCP&Ls projected normal summer weather in 2005. KCP&L has slightly under half of its 2005 projected natural gas usage for retail load and firm MWh sales hedged. KCP&L expects fuel expense to increase in 2005 due to this increase in volume coupled with increasing market prices of natural gas. Purchased Power At times, KCP&L purchases power to meet its customers needs. Management believes KCP&L will be able to obtain enough power to meet its future demands due to the coordination of planning and operations in the SPP region; however, price and availability of power purchases may be impacted during periods of high demand. KCP&Ls purchased power, as a percent of MWh requirements, averaged approximately 5% for 2004, 2003 and 2002. These purchases were primarily based on purchased power prices being more economical than the cost of using natural gas fired generation to meet demand. Environmental Matters KCP&Ls operations are subject to regulation by federal, state and local authorities with regard to air and other environmental matters. The generation and transmission of electricity produces and requires disposal of certain hazardous products that are subject to these laws and regulations. In addition to imposing continuing compliance obligations, these laws and regulations authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. Failure to comply with these laws and regulations could have a material adverse effect on KCP&L. KCP&L operates in an environmentally responsible manner and seeks to use current technology to avoid and treat contamination. KCP&L regularly conducts environmental audits designed to ensure compliance with governmental regulations and to detect contamination. Governmental bodies may impose additional or more restrictive environmental regulations that could require substantial changes to operations or facilities at a significant cost. See Note 13 to the consolidated financial statements for additional information regarding environmental matters. STRATEGIC ENERGY Great Plains Energy owns just under 100% of the indirect interest in Strategic Energy after IECs May 2004 purchase of an additional 11.45% indirect interest. The Company paid cash of $90.0 million, including $1.2 million of transaction costs, for the additional indirect interest bringing the total invested in Strategic Energy to $122.1 million. See Note 8 to the consolidated financial statements for additional information regarding the acquisition. Strategic Energy provides competitive electricity supply services by entering into contracts with its customers to supply electricity. Of the states that offer retail choice, Strategic Energy operates in California, Maryland, Massachusetts, Michigan, New Jersey, New York, Ohio, Pennsylvania and Texas. Strategic Energy also provides strategic planning and consulting services in the natural gas and electricity markets. Strategic Energys total
revenues accounted for approximately 56%, 51% and 44% of Great Plains Energys revenues in 2004, 2003 and 2002, respectively. Strategic Energys net income accounted for approximately 24%, 21% and 22% of Great Plains Energys income from continuing operations in 2004, 2003 and 2002, respectively. Strategic Energy serves approximately 8,500 customers including numerous Fortune 500 companies, smaller companies and governmental entities. Strategic Energy provides competitive electricity supply 12 to over 54,000 commercial, institutional and small manufacturing accounts. Strategic Energys projected MWh deliveries for 2005 based on signed contracts and expected additional MWh deliveries are in the range of 21 million to 23 million MWhs. Strategic Energys growth objective is to continue to expand in retail choice states and continue to earn its share of a large and growing market opportunity. Strategic Energys continued success is dependent on a number of industry and operational factors including, but not limited to, the ability to contract for wholesale MWhs to meet its customers needs at prices that are competitive with the host utility territory rates and with current and/or future competitors, the ability to provide value-added customer services and the ability to attract and retain employees experienced in providing service in retail choice states. Power Supply Strategic Energy primarily purchases power under forward physical delivery contracts to supply electricity to its retail energy customers based on projected usage. Strategic Energy does not own any generation, transmission or distribution facilities. Strategic Energy sells any excess retail supply of electricity back into the wholesale market. The proceeds from the sale of excess supply of electricity are recorded as a reduction of purchased power. Strategic Energy is subject to potential volatility to the extent that actual customer usage varies significantly from projections. The effect on purchased power expense would be dependent on conditions and prices in the wholesale market. In the normal course of business, Great Plains Energy provides financial or performance assurance to third parties on behalf of Strategic Energy in the form of guarantees to those third parties. Additionally, Great Plains Energy provides guarantees and indemnities supporting letters of credit and surety bonds obtained by Strategic Energy. These agreements are entered into primarily to support or enhance the creditworthiness otherwise attributed to Strategic Energy on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish Strategic Energys intended business purposes. Strategic Energy enters into forward contracts with multiple suppliers. At December 31, 2004, Strategic Energys five largest suppliers under forward supply contracts represented 70% of the total future committed purchases. Four of Strategic Energys five largest suppliers, or their guarantors, are rated investment grade and the non-investment grade rated supplier collateralizes its position with Strategic Energy. Strategic Energy is subject to credit risk if a counterparty failed to perform under its contractual obligations. To reduce its credit exposure, Strategic Energy enters into payment netting agreements with certain counterparties that permit Strategic Energy to offset receivables and payables with such counterparties. Strategic Energy further reduces credit risk with certain counterparties by entering into agreements that enable Strategic Energy to terminate the transaction or modify
collateral thresholds upon the occurrence of credit-related events. Based on guidelines set by Strategic Energys Exposure Management Committee, counterparty credit risk is monitored by routinely evaluating the credit quality and performance of its suppliers. Among other things, Strategic Energy monitors counterparty credit ratings, liquidity and results of operations. As a result of these evaluations, Strategic Energy establishes counterparty credit limits and adjusts the amount of collateral required from its suppliers. In the event of supplier non-delivery or default, Strategic Energys results of operations could be affected to the extent the cost of replacement power exceeded the combination of the contracted price with the supplier and the amount of collateral held by Strategic Energy to mitigate its credit risk with the supplier. In addition to the collateral, if any, that the supplier provides, Strategic Energys risk is further mitigated by the obligation of the supplier to make a default payment equal to the shortfall and to pay liquidated damages in the event of a failure to deliver power. Strategic Energys results of operations could also be affected if it were required to make a payment upon termination of a supplier contract to 13 the extent that the contracted price with the supplier exceeded the market value of the contract at the time of termination. Regulation Strategic Energy, as a participant in the wholesale electricity and transmission markets, is subject to FERC jurisdiction. Additionally, Strategic Energy is subject to regulation by state regulatory agencies in states where Strategic Energy is licensed to sell power. Each state has a public utility commission and rules related to retail choice. Each states rules are distinct and may conflict. These rules do not restrict the amount Strategic Energy can charge for its services, but can have an impact on Strategic Energys ability to provide retail electricity services in any jurisdiction. Strategic Energy is also subject to the jurisdiction of the SEC under the 35 Act, as described above. In many markets, Independent System Operators (ISOs) or RTOs manage the power flows, maintain reliability and administer transmission access for the electric transmission grid in a defined region. ISOs and RTOs coordinate and monitor communications among the generator, distributor and retail electricity provider. Additionally, ISOs or RTOs manage the real-time electricity supply and demand, and direct the energy flow. Through these activities ISOs and RTOs maintain a reliable energy supply within their region. As a competitive electricity supplier, Strategic Energy must register with each ISO or RTO in order to operate in the markets covered by their grids. Strategic Energy primarily engages with the following ISOs and RTOs: PJM Interconnection New England RTO (formerly ISO-New England) California ISO New York ISO Electric Reliability Council of Texas (ERCOT) Midwest ISO In some cases, ISOs or RTOs provide Strategic Energy with all or a combination of the data for billing, settlement, application of electricity rates and information regarding the imbalance of electricity supply. In addition, they provide balancing energy services and ancillary services to Strategic Energy in the fulfillment of providing services to retail end users. Strategic Energy must go through a settlement process with each ISO or RTO in which the ISO or RTO compares scheduled power with actual meter reads during a given time period and adjusts the original costs charged to Strategic Energy through a revised settlement. These settlements typically include an initial daily settlement, a resettlement and a final settlement that occurs in ranges from 90 days to two years subsequent to the initial settlement, depending on the ISO or RTO. Strategic Energy makes estimates for these settlements in its
normal operating cycle. Differences between estimated settlements and actual settlements are recorded as an adjustment to cost of sales in the period they become known. All participants in the ISOs or RTOs have exposure to other market participants. In the event of default by a market participant within the ISOs or RTOs, the uncollectible balance is generally allocated to the remaining participants in proportion to their load share. Strategic Energy records these adjustments as they become known. ISOs and RTOs may continue to modify the market structure and mechanisms in an attempt to improve market efficiency. In addition, existing regulations may be revised or reinterpreted and new laws and regulations may be adopted or become applicable to Strategic Energys activities. These actions could 14 have an effect on Strategic Energys results of operations. Strategic Energy participates extensively, together with other market participants, in relevant ISO and RTO governance and regulatory issues. Competition Strategic Energy operates in several retail choice electricity markets. Strategic Energy has several competitors that operate in most or all of the same states in which Strategic Energy services customers. Some of these competitors also operate in states other than where Strategic Energy has operations. Strategic Energy also faces competition in certain markets from regional suppliers and deregulated utility affiliates formed by holding companies affiliated with regulated utilities to provide retail load in their home market territories. Strategic Energys competitors vary in size from small companies to large corporations, some of which have significantly greater financial, marketing, and procurement resources than Strategic Energy. Additionally, Strategic Energy, as well as its other competitors, must compete with the host utility in order to convince customers to switch from the host utility.
There is a regulatory lag that slows the adjustment of host public utility rates in response to changes in wholesale prices, which negatively effects Strategic Energys ability to compete in a rising wholesale price environment. The principal elements of competition are price, service and product differentiation. GREAT PLAINS ENERGY AND CONSOLIDATED KCP&L EMPLOYEES At December 31, 2004, Great Plains Energy had 2,417 employees. Consolidated KCP&L had 1,786 employees, including 1,331 represented by three local unions of the International Brotherhood of Electrical Workers (IBEW). KCP&L has labor agreements with Local 1613, representing clerical employees (expires March 31, 2005, negotiations for a new agreement began in February 2005), with Local 1464, representing transmission and distribution workers (expires January 31, 2006), and with Local 412, representing power plant workers (expires February 28, 2007). All of the individuals in the following table have been officers or employees in a responsible position with the Company for the past five years except as noted in the footnotes. The term of office of each officer commences with his or her appointment by the Board of Directors and ends at such time as the Board of Directors may determine. There are no family relationships between any of the executive officers, nor any arrangement or understanding between any executive officer and any other person involved in officer selection.
15 Executive Officers of Great Plains Energy and KCP&L at December 31, 2004 Name Age Current Position(s) Year Assumed An Officer Position Michael J. Chesser (a) 56 Chairman of the Board and Chief Executive Officer - Great Plains Energy Chairman of the Board - KCP&L 2003 William H. Downey (b) 60 President and Chief Operating Officer - Great Plains Energy President and Chief Executive Officer - KCP&L 2000 Andrea F. Bielsker (c) 46 Senior Vice President - Finance, Chief Financial Officer and Treasurer - Great Plains Energy Senior Vice President - Finance, Chief Financial Officer and Treasurer - KCP&L 1996 John J. DeStefano 55 President - Great Plains Power Incorporated President - Home Service Solutions Inc. President - Worry Free Service, Inc. 1989 Stephen T. Easley (d) 49 Vice President - Generation Services - KCP&L 2000 William P. Herdegen III (e) 50 Vice President - Distribution Operations - KCP&L 2001 Jeanie S. Latz 53 Executive Vice President - Corporate and Shared Services and Secretary - Great Plains Energy Secretary - KCP&L 1991 Shahid Malik(f) 44 President and Chief Executive Officer - Strategic Energy 2004 Nancy J. Moore 55 Vice President - Customer Services - KCP&L 2000 Brenda Nolte (g) 52 Vice President - Public Affairs - Great Plains Energy 2000 William G. Riggins (h) 46 General Counsel - Great Plains Energy 2000 Richard A. Spring 50 Vice President - Transmission Services - KCP&L 1994 Lori A. Wright (i) 42 Controller - Great Plains Energy Controller - KCP&L 2002 (a) Mr. Chesser was Chief Executive Officer of United Water (2002-2003), President and Chief Executive Officer of GPU Energy (2000-2002) and President and Chief Executive Officer of Itron, Inc. (1999-2000). (b) Mr. Downey joined the Company in 2000 as Executive Vice President of KCP&L and President KCP&L Delivery Division. He previously was principal of W.H. Downey & Associates (1999-2000). (c) Ms. Bielsker resigned her positions in March 2005. (d) Mr. Easley was President and CEO of GPP (2001-2002), Vice President Business Development of KCP&L Power Division (2000-2001) and Director of Construction of KCP&L (1999-2000). He
was promoted to Senior Vice President-Supply of KCP&L in March 2005. (e) Mr. Herdegen was Chief Operating Officer of Laramore, Douglass and Popham, an engineering consulting company, (2001) and Vice President and Director of Utilities Practice of System Development Integration, a consulting company, (1999-2001). (f) Mr. Malik was appointed as President and Chief Executive Officer of Strategic Energy effective November 10, 2004. Mr. Malik was a partner of Sirius Solutions LLP, a consulting company, (2002-2004) and President of Reliant Energy Wholesale Marketing Group (1999-2002). (g) Ms. Nolte was Vice President, Corporate Affairs, of AMC Entertainment (1997-2000). Ms. Nolte resigned her position with Great Plains Energy effective February 7, 2005. (h) Mr. Riggins' position was changed to Vice President - Legal and Environmental of KCP&L in March 2005. (i) Ms. Wright served as Assistant Controller of KCP&L from 2001 until named Controller in 2002 and was Director of Accounting and Reporting of American Electric Power Company, Inc. (which acquired Central & South West Corporation) (2000-2001) and Assistant Controller of Central & South West Corporation (1997-2000).
16 Available Information Great Plains Energys website is www.greatplainsenergy.com and KCP&Ls website is www.kcpl.com. Information contained on the companies websites is not incorporated herein. Both companies make available, free of charge, on or through their websites, their annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act as soon as reasonably practicable after the companies electronically file such material with, or furnish it to, the SEC. In addition, the companies make available on or through their websites all other reports, notifications and certifications filed electronically with the SEC. ITEM 2. PROPERTIES KCP&L Generation Resources KCP&Ls generating facilities are detailed in the following table. KCP&L owns the Hawthorn Station (Jackson County, Missouri), Montrose Station (Henry County, Missouri) and Northeast Station (Jackson County, Missouri). KCP&L leases West Gardner Station (Johnson County, Kansas) and Osawatomie Station (Miami County, Kansas). KCP&L also owns 50% of the 724 MW LaCygne 1 Unit and 674 MW LaCygne 2 Unit (Linn County, Kansas), 70% of the 670 17 MW Iatan Station (Platte County, Missouri) and 47% of the 1,166 MW Wolf Creek Unit (Coffey County, Kansas). KCP&L Transmission and Distribution Resources KCP&Ls electric transmission system interconnects with systems of other utilities for reliability and to permit wholesale transactions with other electricity suppliers. KCP&L owns approximately 1,700 miles of transmission lines, approximately 9,000 miles of overhead distribution lines and approximately 3,600 miles of underground distribution lines in Missouri and Kansas. KCP&L has all the franchises necessary to sell electricity within the territories from which substantially all of its gross operating revenue is derived. KCP&Ls transmission and distribution systems are continuously monitored for adequacy to meet customer needs. Management believes the current systems are adequate to serve its customers. KCP&L General KCP&Ls principal plants and properties, insofar as they constitute real estate, are owned in fee simple, except for the West Gardner and Osawatomie stations which are leased pursuant to a lease with a special purpose entity, which has been consolidated under Financial Accounting Standards Board (FASB) Interpretation (FIN) No. 46, Consolidation of Variable Interest Entities, as amended. Certain other facilities are located on premises held under leases, permits or easements. KCP&L electric transmission and distribution systems are for the most part located over or under highways, streets, other public places or property owned by others for which permits, grants, easements or licenses (deemed satisfactory but without examination of underlying land titles) have been obtained. Substantially all of the fixed property and franchises of KCP&L, which consists principally of electric generating stations, electric transmission and distribution lines and systems, and buildings subject to exceptions and reservations, are subject to a General Mortgage Indenture and Deed of Trust dated as of December 1, 1986. ITEM 3. LEGAL PROCEEDINGS Weinstein v. KLT Telecom Richard D. Weinstein (Weinstein) filed suit against KLT Telecom Inc. (KLT Telecom) in September 2003 in the St. Louis County, Missouri Circuit Court. KLT Telecom acquired a controlling interest in DTI Holdings, Inc. (Holdings) in February 2001 through the purchase of approximately two-thirds of the Holdings stock held by Weinstein. In connection with that purchase, KLT Telecom entered into a put option in favor of Weinstein, which granted Weinstein an option to sell to KLT Telecom his remaining shares of Holdings stock. The put option provided for an aggregate exercise price for the remaining shares equal to their fair market value with an aggregate floor amount of $15 million and was exercisable between September 1, 2003, and August 31, 2005. In June 2003, the stock of Holdings was cancelled and extinguished pursuant to the joint Chapter 11 plan confirmed by the Bankruptcy Court. In September 2003,
Weinstein delivered a notice of exercise of his claimed rights under the put option. KLT Telecom rejected the notice of exercise. KLT Telecom denied that Weinstein has any remaining rights or claims pursuant to the put option and denied any obligation to pay Weinstein any amount under the put option. Subsequent to KLT Telecoms rejection of his notice of exercise, Weinstein filed suit alleging breach of contract. Weinstein seeks damages of at least $15 million, plus statutory interest. KLT Telecom believes it has meritorious defenses to this lawsuit. Trial of this suit is scheduled to begin in May 2005. Hawthorn No. 5 Litigation KCP&L filed suit against National Union Fire Insurance Company of Pittsburgh, Pennsylvania (National Union) and Travelers Indemnity Company of Illinois (Travelers) in Missouri state court on June 14, 2002, which was removed to the U.S. District Court for the Western District of Missouri. In 1999, there was a boiler explosion at KCP&Ls Hawthorn No. 5 generating unit, which was subsequently 18 reconstructed and returned to service. National Union and Reliance National Insurance had issued a $200 million primary insurance policy and Travelers had issued a $100 million secondary insurance policy covering Hawthorn No. 5. A dispute arose among KCP&L, National Union and Travelers regarding the amount payable under these insurance policies for the reconstruction of Hawthorn No. 5 and replacement power expenses, and KCP&L filed suit against the two carriers. In that suit, KCP&L sought recovery, subject to the limits of the insurance policies, of Hawthorn No. 5 reconstruction costs and replacement power expenses, plus damages and attorneys fees from National Union for failing to pay the
full amount of its insurance policy. In 2004, KCP&L settled with National Union for the amount remaining under the primary insurance policy limit, less the applicable deductible. In January 2005, KCP&L settled with Travelers for $10 million. This settlement does not encompass any alleged subrogation claims Travelers may have against National Union or any alleged subrogation claims with regard to possible future recoveries by National Union and KCP&L in the litigation described in the next paragraph. KCP&L also filed suit on April 3, 2001, in Jackson County, Missouri Circuit Court against multiple defendants who are alleged to have responsibility for the Hawthorn No. 5 boiler explosion. KCP&L and National Union have entered into a subrogation allocation agreement under which recoveries in this suit are generally allocated 55% to National Union and 45% to KCP&L. Certain defendants have been dismissed from the suit and various other defendants have settled with KCP&L. KCP&L received $38.2 million under the terms of the subrogation allocation agreement. Trial of this case with the one remaining defendant resulted in a March 2004 jury verdict finding KCP&Ls damages as a result of the explosion were $452 million. After deduction of amounts received from pre-trial settlements with other defendants and an amount for KCP&Ls comparative fault (as determined by the
jury), the verdict would have resulted in an award against the defendant of approximately $97.6 million (of which KCP&L would have received $33 million pursuant to the subrogation allocation agreement after payment of attorneys fees). In response to post-trial pleadings filed by the defendant, in May 2004 the trial judge reduced the award against the defendant to $0.2 million. Both KCP&L and the defendant have appealed this case to the Court of Appeals for the Western District of Missouri. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS During the fourth quarter of 2004, no matter was submitted to a vote of security holders through the solicitation of proxies or otherwise for either Great Plains Energy or KCP&L.
19 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES GREAT PLAINS ENERGY Great Plains Energy common stock is listed on the New York Stock Exchange under the symbol GXP. At December 31, 2004, Great Plains Energys common stock was held by 15,188 shareholders of record. Information relating to market prices and cash dividends on Great Plains Energy's common stock is set forth in the following table. Regulatory Restrictions Under the 35 Act, Great Plains Energy can pay dividends only out of retained or current earnings, unless authorized to do otherwise by the SEC. Great Plains Energys authorization under the 35 Act to issue guarantees and other securities is conditioned upon it maintaining consolidated common equity of not less than 30% of consolidated capitalization as of the end of each quarter. Further, under stipulations with the MPSC and KCC, Great Plains Energy has committed to maintain consolidated common equity of not less than 30%. Dividend Restrictions Great Plains Energy's Articles of Incorporation contain certain restrictions on the payment of dividends on Great Plains Energy's common stock in the event common equity falls to 25% of total capitalization. If preferred stock dividends are not declared and paid when scheduled, Great Plains Energy could not declare or pay common stock dividends or purchase any common shares. If the unpaid preferred stock dividends equal four or more full quarterly dividends, the preferred shareholders, voting as a single class, could elect members to the Board of Directors.
20 Equity Compensation Plan The Great Plains Energy Long-Term Incentive Plan is an equity compensation plan, approved by its shareholders, which authorizes the issuance of Great Plains Energy stock options, restricted stock, performance shares and other stock-based awards. The following table provides information, as of December 31, 2004, regarding the number of common shares to be issued upon exercise of outstanding options, warrants and rights, their weighted average exercise price, and the number of shares of common stock remaining available for future issuance under the Long-Term Incentive Plan. The table excludes shares issued or issuable under Great Plains Energys defined contribution savings plans.
Purchases of Equity Securities Portions of restricted stock grants made under the Long-Term Incentive Plan that vested on December 31, 2004, were transferred by the recipients to Great Plains Energy for payment of taxes due upon the vesting of the grants. The following table provides information regarding these transfers of Great Plains Energy common stock during the fourth quarter of 2004. 21 KCP&L KCP&L is a wholly owned subsidiary of Great Plains Energy, which holds the one share of issued and outstanding KCP&L common stock. Regulatory Restrictions Under the 35 Act, KCP&L can pay dividends only out of retained or current earnings, unless authorized to do otherwise by the SEC. KCP&Ls authorization under the 35 Act to issue short-term debt is conditioned upon both it and Great Plains Energy maintaining consolidated common equity of not less than 30% of consolidated capitalization as of the end of each quarter. Further, under stipulations with the MPSC and KCC, KCP&L has committed to maintain consolidated common equity of not less than 35%. Equity Compensation Plan KCP&L does not have any equity compensation plans; however, KCP&L officers participate in the Long-Term Incentive Plan. 22 ITEM 6. SELECTED FINANCIAL DATA 23 ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Managements Discussion and Analysis of Financial Condition and Results of Operations that follow are a combined presentation for Great Plains Energy and consolidated KCP&L, both registrants under this filing. The discussion and analysis by management focuses on those factors that had a material effect on the financial condition and results of operations of the registrants during the periods presented. It should be read in conjunction with the accompanying consolidated financial statements and related notes. SIGNIFICANT EVENTS IN 2004 Exited the KLT Gas business Developed a comprehensive strategic intent Initiated discussions with interested participants on a comprehensive energy plan at KCP&L Completed an equity offering to strengthen the balance sheet Purchased an additional indirect interest in Strategic Energy OVERVIEW Great Plains Energy is a public utility holding company registered with and subject to the regulation of the SEC under the 35 Act. Great Plains Energy does not own or operate any significant assets other than the stock of its subsidiaries. Great Plains Energys direct subsidiaries are KCP&L, KLT Inc., GPP, IEC and Services. As a diversified energy company, Great Plains Energys reportable business segments include KCP&L and Strategic Energy. KCP&L KCP&L is an integrated, regulated electric utility that engages in the generation, transmission, distribution and sale of electricity. KCP&L has over 4,000 MWs of generating capacity and has transmission and distribution facilities that provide reliable affordable electricity to almost 495,000 customers in the states of Missouri and Kansas. KCP&L has continued to experience modest load growth annually through increased customer usage and additional customers. Rates charged for electricity are below the national average. KCP&L has a wholly owned subsidiary, HSS, which held a residential services investment, Worry Free. HSS entered into a letter of intent to sell Worry Free in December 2004 and closed the sale in February 2005. Strategic Energy Strategic Energy provides competitive electricity supply services by entering into contracts with its customers to supply electricity. Strategic Energy does not own any generation, transmission or distribution facilities. Of the states that offer retail choice, Strategic Energy operates in California, Maryland, Massachusetts, Michigan, New Jersey, New York, Ohio, Pennsylvania and Texas. Strategic Energy also provides strategic planning and consulting services in the natural gas and electricity markets. Great Plains Energy owns just under 100% of the indirect interest in Strategic Energy after IECs May 2004 purchase of an additional 11.45% indirect interest. See Note 8 to the consolidated financial statements for additional information about the acquisition. Strategic Energy serves approximately 8,500 customers including numerous Fortune 500 companies, smaller companies and governmental entities. Strategic Energy provides competitive electricity supply to over 54,000 commercial, institutional and small manufacturing accounts. Strategic Energy had a 24 79% customer retention rate for 2004 and expects continued growth in 2005, with MWhs delivered projected to range from 21 to 23 million. The increase in MWhs delivered is expected to be more than offset by a decline in average gross margin per MWh. Strategic Energy currently expects the gross margin per MWh on new customer contracts to average from $3.00 to $4.00 and gross margin per MWh on total customer contracts to average $4.60 to $5.00 in 2005. Based solely on expected usage under current signed contracts, Strategic Energy has forecasted future MWh commitments (backlog) of 15.4 million, 4.4 million and 1.2 million for the years 2005 through 2007, respectively. Strategic Energy expects to deliver additional MWhs in these years through growth in existing markets, retention of existing customers and expansion into new markets. Higher wholesale energy prices have reduced savings available to customers in some markets compared to prevailing utility rates, which have created more customer price sensitivity and reduced average contract lengths and the rate of backlog growth. STRATEGIC INTENT Over the first six months of 2004, the Company engaged in a comprehensive strategic planning process to map its view of the future of the electric industry, and ultimately the Company, over the next five to ten years. This inclusive process drew on the creativity and skills of employees, outside experts and community leaders. The strategic planning process sought to enhance the disciplined growth of the Company and build upon the strong foundation of KCP&L and Strategic Energy. This platform for growth provides a balanced mix of regulated earnings from the utility operations of KCP&L and the potential continued growth of Strategic Energy as it expands its presence in competitive retail markets. KCP&L held a series of public forums during June and July 2004 in Missouri and Kansas to discuss how to meet the areas growing need for electricity and cleaner air. In July 2004, Great Plains Energy unveiled six key elements to its long-range strategic intent. KCP&L will expand and diversify its regulated supply portfolio to include new coal and wind generation. KCP&L will accelerate its investments in improving the environmental performance of its fleet, helping to protect its communitys quality of life and preparing for an uncertain future of potentially more stringent regulations. KCP&L will adopt new delivery technology to enhance the reliability and efficiency of its delivery system. This technology will allow KCP&L to transform the delivery grid from a one-way to a two-way system. Customers will serve as both consumers and virtual suppliers of electricity through distributed generation and various demand response programs. Great Plains Energy, through Strategic Energy, will continue to profitably grow its competitive supply business, expanding into new markets, and creating new offerings when economical, and further cementing its reputation as the premium energy retailer from the standpoint of customer focus and value added. Great Plains Energy will collaborate even more closely with customers, communities and regulators to take a broader view in anticipating and meeting their energy needs. Great Plains Energy will continue to manage its business to achieve disciplined growth, and strong operating performance and deliver strong returns to its shareholders. Since the July 2004 announcement, Strategic Energy has initiated several product innovations and process improvements to adapt to market conditions and changing customer needs. Strategic Energy has developed new product offerings including contract options to satisfy the desire of some customers to accept more commodity risk themselves in the near term, contracts that trigger automatically if prices 25 fall to predefined levels and contracts to aid customers who desire to take a balanced approach to their power needs with a combination of short, medium and longer term contracts. Strategic Energy is also implementing processes to sharpen its customer targeting approach to insure that the right products and services are being offered to various customer segments to meet customers needs. Additionally, electricity supply costs represent over 90% of Strategic Energys total costs.
Strategic Energy is currently exploring innovative ways to manage these supply costs to enhance its competitiveness. Since the July 2004 announcement, KCP&L, through a MPSC established workshop docket, began discussions with interested participants, including the MPSC staff and the KCC staff, among others, to collaborate on and develop a regulatory plan to implement KCP&Ls proposed comprehensive energy plan, which includes: accelerated environmental investments of $300 million to $350 million for selected existing plants, investment in up to 200 megawatts of wind generation, building and owning up to 500 megawatts of an 800 to 900 megawatt coal fired plant at the Iatan site in Missouri and development of technologies and pilot programs to help customers conserve energy. The proposal has the potential to add approximately $1.1 billion in capital investment for KCP&L over the next five years and is dependent upon approvals from the MPSC and KCC. In February 2005, the MPSC issued an order closing a workshop docket established specifically for the discussions. KCP&L continues in discussions with the interested participants with the goal of developing an agreement on implementation of the comprehensive energy plan to be formally submitted by KCP&L to the MPSC and KCC for approval. KCP&L anticipates that the next step in the process would include hearings scheduled by the MPSC and KCC to take testimony regarding the implementation of the comprehensive energy plan. RELATED PARTY TRANSACTIONS See Note 12 to the consolidated financial statements for information regarding related party transactions. CRITICAL ACCOUNTING POLICIES The preparation of financial statements in conformity with Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect reported amounts and related disclosures. Management considers an accounting estimate to be critical if it requires assumptions to be made that were uncertain at the time the estimate was made and changes in the estimate or different estimates that could have been used could have a material impact on the results of operations and financial position. Pensions The Company incurs significant costs in providing non-contributory defined pension benefits. The costs are measured using actuarial valuations that are dependent upon numerous factors derived from actual plan experience and assumptions of future plan experience. Pension costs are impacted by actual employee demographics (including age, compensation levels and employment periods), the level of contributions made to the plan, earnings on plan assets and plan amendments. In addition, pension costs are also affected by changes in key actuarial assumptions, including anticipated rates of return on plan assets and the discount rates used in determining the projected benefit obligation and pension costs. 26 These assumptions are updated annually in accordance with Statement of Financial Accounting Standards (SFAS) No. 87, Employers Accounting for Pensions. In selecting an assumed discount rate, the prevailing market rate of fixed income debt instruments with maturities matching the expected timing of the benefit obligation was considered. The assumed rate of return on plan assets was developed based on the weighted average of long-term returns forecast for the expected portfolio mix of investments held by the plan. These assumptions are based on the Companys best estimates and judgment; however, material changes may occur if these assumptions differ from actual events. See Note 9 to the consolidated financial statements for information regarding the assumptions used to determine benefit obligations and net costs. The following table reflects the sensitivities associated with a 0.5 percent increase or a 0.5 percent decrease in key actuarial assumptions. Each sensitivity reflects an evaluation of the change based solely on a change in that assumption only. For the year ended December 31, 2004, the Company recorded pension expense of approximately $21.8 million, a $4.3 million increase from the prior year. Pension expense for 2005 is expected to approximate $27.0 million, a $5.2 million increase over 2004. The increase is primarily due to the amortization of investment losses from prior years that are recognized on a rolling five-year average basis and lower discount rates. The Companys pension plan assets are primarily made up of equity and fixed income investments. The market value of the plan assets increased $29.5 million in 2004 reflecting continued improvement in the equity markets since the decline in 2002 and 2001. At plan year-end 2004, the fair value of pension plan assets was $370.5 million, not including a $20.7 million contribution made in 2004 after the plan year-end. The total accumulated benefit obligation (ABO) of the plans exceeded the fair value of plan assets requiring the Company to record an additional minimum pension liability of $84.2 million including $79.8 million recorded at KCP&L. See Note 9 to the consolidated financial statements for additional information. Market conditions and interest rates significantly affect the future assets and liabilities of the plan. It is difficult to predict future pension costs, the additional pension liability and cash funding requirements due to volatile market conditions; however, similar charges may be required in the future. Regulatory Matters As a regulated utility, KCP&L is subject to the provisions of SFAS No. 71, Accounting for the Effects of Certain Types of Regulation. Accordingly, KCP&L has recorded assets and liabilities on its balance sheet resulting from the effects of the ratemaking process, which would not be recorded under GAAP if KCP&L were not regulated. Regulatory assets represent costs incurred that have been deferred because future recovery in customer rates is probable. Regulatory liabilities generally represent probable future reductions in revenue or refunds to customers. KCP&Ls continued ability to meet the 27 criteria for application of SFAS No. 71 may be affected in the future by competitive forces and restructuring in the electric industry. In the event that SFAS No. 71 no longer applied to all, or a separable portion, of KCP&Ls operations, the related regulatory assets and liabilities would be written off unless an appropriate regulatory recovery mechanism is provided. Additionally, these factors could result in an impairment on utility plant assets as determined pursuant to SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets. See Note 4 to the consolidated
financial statements for a discussion of regulatory assets and liabilities. Asset Retirement Obligations Effective January 1, 2003, the Company adopted SFAS No. 143, Accounting for Asset Retirement Obligations, which provides accounting requirements for the recognition and measurement of liabilities associated with the retirement of tangible long-lived assets. The adoption of SFAS No. 143 changed the accounting for and the method used to report KCP&Ls obligation to decommission its 47% share of Wolf Creek. The legal obligation to decommission Wolf Creek was incurred when the plant was placed in service in 1985. The estimated liability, recognized on KCP&Ls balance sheet at January 1, 2003, is based on a third party nuclear decommissioning study conducted in 2002. KCP&L used a credit-adjusted risk free discount rate of 6.42% to calculate the retirement obligation. This estimated rate is based on the rate KCP&L could issue 30-year bonds, adjusted downward to reflect the portion of the anticipated costs in current year dollars that had been funded at date of adoption through a tax-qualified trust fund. The cumulative impact of prior decommissioning accruals recorded consistent with rate orders issued by the MPSC and KCC has been
reversed and a new regulatory contra-asset for such amounts has been established. Amounts collected through these rate orders have been deposited in a legally restricted external trust fund. KCP&L also must recognize, where possible to estimate, the future costs to settle other legal liabilities including the removal of water intake structures on rivers, capping/filling of piping at levees following steam power plant closures and capping/closure of ash landfills. Estimates for these liabilities are based on internal engineering estimates of third party costs to remove the assets in satisfaction of legal obligations and have been discounted using credit adjusted risk free rates ranging from 5.25% to 7.50% depending on the anticipated settlement date. Revisions to the estimated liabilities of KCP&L could occur due to changes in the decommissioning or other cost estimates, extension of the nuclear operating license or changes in federal or state regulatory requirements. KCP&L has legal Asset Retirement Obligations (ARO) for certain other assets where it is not possible to estimate the time period when the obligations will be settled. Consequently, the retirement obligations cannot be measured at this time. See Note 16 to the consolidated financial statements for a discussion of ARO. Although the liability for Wolf Creek decommissioning costs recorded under the ARO method is expected to be substantially the same at the end of Wolf Creeks life as the liability to be recorded pursuant to regulatory orders, the rate at which the liability increases varies under the different methods. Because KCP&L is subject to SFAS No. 71, the difference in the recognition of the liability will have no impact on net income. Asset Impairment, including Goodwill and Other Intangible Assets SFAS No. 144 Long-lived assets and intangible assets subject to amortization are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable as prescribed under SFAS No. 144. During 2003, KLT Gas management determined that two gas properties were impaired as development activities indicated a decline in the estimates of future gas production. As a result of the lower 28 estimated production, the carrying amount of each property exceeded its estimated fair value based upon discounted estimated future cash flows, which resulted in impairments on the two properties. Internal and third party models were used in the Companys estimate of future production volumes, natural gas pricing, capital expenditures and operating costs. Cash flow models were based on managements understanding of prospect geology, well costs and projected operating expenses. Natural gas pricing assumptions were based on the New York Mercantile Exchange Henry Hub Natural Gas forward curve, adjusted for basis differentials and other transportation charges. Additionally in 2003, Great Plains Energy management performed a strategic review of the KLT Gas portfolio and operations. Management determined it would recommend a sale of the KLT Gas portfolio and a plan to exit the gas business at the February 2004 Board of Directors meeting. As a result of its decision to recommend a sale of the KLT Gas portfolio and exit the gas business, Great Plains Energy management engaged a second third party firm to complete a market reference valuation analysis for the Companys use in determination of the fair value of the KLT Gas portfolio. As a result of the KLT Gas strategic review and market reference valuation analysis having been conducted, an impairment test of the entire KLT Gas portfolio was performed at December 31, 2003, in accordance with SFAS No. 144, using a probability weighting of the likelihood of potential outcomes at the February 2004 meeting.
The impairment test considered 1) the scenario of sale of the entire KLT Gas portfolio with fair value based on estimated market prices and 2) the scenario of hold and use with fair value determined by risk adjusted discounted cash flows. In February 2004, the Great Plains Energy Board of Directors approved managements recommendation to sell the KLT Gas portfolio and exit the gas business. As a result, the carrying amount of the KLT Gas portfolio was written down to its estimated realizable value. See Note 6 to the consolidated financial statements for a discussion of KLT Gas discontinued operations and SFAS 144 impairments. SFAS No. 142 Great Plains Energy, through IEC, completed its purchase of an additional indirect interest in Strategic Energy during 2004. The Company recorded indefinite and finite lived intangible assets at fair value in accordance with SFAS No. 142, "Goodwill and Other Intangible Assets. Finite lived intangible assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable as prescribed under SFAS No. 144. Indefinite lived intangibles are tested for impairment at least annually and more frequently when indicators of impairment exist as prescribed under SFAS No. 142. See Note 8 to the consolidated financial statements for additional information. Goodwill is tested for impairment at least annually and more frequently when indicators of impairment exist as prescribed under SFAS No. 142. SFAS No. 142 requires that if the fair value of a reporting unit is less than its carrying value including goodwill, the implied fair value of the reporting unit goodwill must be compared with its carrying value to determine the amount of impairment. Strategic Energys 2004 annual impairment test was completed as of September 1, the annual review date, and there was no impairment of the Strategic Energy goodwill. See Note 5 to the consolidated financial statements for information regarding the impact of adopting SFAS No. 142 on goodwill and goodwill amortization. The accounting estimates related to impairment analyses are subject to change from period to period because management is required to make assumptions about future sales, operating costs and discount rates over an indefinite life. Actual margins and volumes have fluctuated and, to a great extent, fluctuations are expected to continue. The estimates of future margins are based upon internal budgets, which incorporate estimates of customer growth, business expansion and weather trends, among other items. 29 Strategic Energy Energy and Energy-related Contract Accounting Strategic Energy primarily purchases power under forward physical delivery contracts to supply electricity to its retail energy customers under full requirement sales contracts. Both the forward purchase contracts and the full requirements sales contracts meet the accounting definition of a derivative; however, on a majority of the forward purchase derivative contracts and all of the full requirement sales contracts, Strategic Energy applies the normal purchases and normal sales exception (NPNS) accounting treatment. Accordingly, Strategic Energy records receivables and revenues generated from the sales contracts as energy is delivered and consumed by the retail customer. Likewise, a liability and purchase power expense are recorded when the energy under forward physical delivery contracts is delivered to Strategic Energys retail customers. An inability to sustain the NPNS accounting treatment for forward purchase derivative contracts could result in asymmetrical accounting, whereby the timing of the impact on operating income would differ if NPNS accounting treatment was applied to the full requirements sales contracts, but the forward purchase derivative contracts no longer qualified for NPNS accounting treatment. For forward purchase contracts that do not meet the qualifying criteria for NPNS accounting treatment, Strategic Energy elects cash flow hedge accounting where appropriate. Under cash flow hedge accounting, the fair value of the contract is recorded as a current or long-term derivative asset or liability. Subsequent changes in the fair value of the derivative assets and liabilities are recorded on a net basis in OCI and subsequently reclassified as purchased power expense in Great Plains Energys consolidated statement of income as the power is delivered and/or the contract settles. Additionally, in the future, OCI may have greater fluctuations than historically because of a larger number of derivative contracts designated for cash flow hedge accounting, but these fluctuations would not affect current period operating income or cash flows. Changes in fair value of forward purchase derivative contracts that do not meet the requirements for the NPNS accounting treatment or cash flow hedge accounting are recorded in operating income and as a current or long-term derivative asset or liability. The subsequent changes in the fair value of these contracts could result in operating income volatility as the fair value of the changes in the associated derivative assets and liabilities are recorded on a net basis in purchased power expense in Great Plains Energys consolidated statement of income. Derivative assets and liabilities consist of a combination of energy and energy-related contracts. While some of these contracts represent commodities or instruments for which prices are available from external sources, other commodities and certain contracts are not actively traded and are valued using modeling techniques to determine expected future market prices. The market prices used to determine fair value reflect management's best estimate considering time, volatility and historical trends. However, future market prices will vary from those used in recording energy assets and liabilities at fair value, and it is possible that such variations could be significant. Market prices for energy and energy-related commodities vary based upon a number of factors. Changes in market prices will affect the recorded fair value of energy contracts. Changes in the fair value of energy contracts will affect operating income in the period of the change for contracts under fair value accounting and OCI in the period of change for contracts under cash flow hedge accounting, while changes in forward market prices related to contracts under accrual accounting will affect operating income in future periods to the extent those prices are realized. Strategic Energy cannot predict whether, or to what extent, the factors affecting market prices may change, but those changes could be material and could be either favorable or unfavorable. 30 GREAT PLAINS ENERGY RESULTS OF OPERATIONS The following table summarizes Great Plains Energys comparative results of operations. Great Plains Energys 2004 earnings, as detailed in the following table, increased to $179.2 million, or $2.49 per share, from $143.3 million, or $2.07 per share in 2003. The issuance of 5.0 million shares in June 2004 diluted 2004 EPS by $0.10. 31 The increase in Great Plains Energys 2004 earnings is primarily due to an increase in KCP&Ls wholesale MWhs sold at higher wholesale prices, the May 2004 purchase of an additional 11.45% indirect interest in Strategic Energy and a $10.8 million favorable impact of state tax planning on the composite tax rate for the Company. The increase in KCP&Ls wholesale MWh sales was primarily due to increased generation, bundling transmission with energy and lower retail loads during the summer months. The Great Plains Energy earnings increase was offset by an increase in operating expenses at KCP&L and Strategic Energy, a $5.3 million impairment related to the first quarter 2005 sale of Worry Free, the net effect on 2003 earnings of the Hawthorn No. 5 litigation settlements and the $28.1 million net gain in 2003 related to the DTI bankruptcy. Additionally, a continuing environment of
higher and less volatile energy prices and flat to higher forward electricity prices continue to negatively impact Strategic Energys average gross margins. Discontinued operations (KLT Gas) primarily reflect the gain on sales of assets in 2004 and the loss due to the impairment related to the exit of the business in 2003. Discontinued operations (RSAE) primarily reflect the loss on the sale of RSAE in 2003. Great Plains Energys 2003 earnings increased to $143.3 million, or $2.07 per share, from $124.5 million, or $1.99 per share in 2002. The issuance of 6.9 million shares in November 2002 diluted 2003 EPS by $0.23. The increase in Great Plains Energys 2003 earnings is primarily due to an increase in wholesale MWh sales, partial settlements of the Hawthorn No. 5 litigation, the fourth quarter 2002 purchase of an additional 6.0% indirect interest in Strategic Energy and the $28.1 million net gain related to the DTI bankruptcy. The increase in wholesale revenues was partially offset by the effect on retail revenues of the January 2003 Kansas rate reduction. In 2003, discontinued operations (KLT Gas) reflect an operating loss, property impairments and impairments related to the exit of the business. Discontinued operations (RSAE) primarily reflect the loss on the sale of RSAE in 2003. Great Plains Energys projected net income is expected to decrease in 2005. The decrease in projected net income for 2005 is due to a significant increase in fuel costs at KCP&L, lower anticipated 2005 average gross margins at Strategic Energy, expiration of a portion of the Companys investment tax credits in 2005 and the absence of the 2004 impact of the lower composite tax rate on deferred tax balances. These factors are projected to more than offset projected retail load growth and operational expense savings at KCP&L as well as lower holding company losses in 2005. 32 CONSOLIDATED KCP&L RESULTS OF OPERATIONS The following discussion of consolidated KCP&L results of operations includes KCP&L, an integrated electric utility and HSS, an unregulated subsidiary of KCP&L. References to KCP&L, in the discussion that follows, reflect only the operations of the integrated electric utility. The following table summarizes consolidated KCP&L's comparative results of operations. Consolidated KCP&Ls income from continuing operations increased $17.4 million in 2004 compared to 2003. Consolidated KCP&Ls operating revenues increased $34.6 million in 2004 compared to 2003, primarily due to a 14% increase in KCP&Ls wholesale MWhs sold and a 13% increase in the average wholesale market price. The increase in wholesale MWhs sold was primarily due to increased generation, bundling transmission with energy and lower than expected retail loads during the summer months. An increase in operating expenses more than offset these factors primarily due to the increase in MWhs generated, including higher coal and coal transportation costs, higher administrative expenses, a $7.3 million impairment charge related to the first quarter 2005 sale of Worry Free and the significant positive impact on 2003 of the Hawthorn No. 5 litigation settlements. Income taxes decreased
due to the $10.1 million favorable impact of state tax planning on the composite tax rate and a $5.9 million allocation of tax benefits from holding company losses pursuant to the Companys intercompany tax allocation agreement.
33 As described in Item 3. Legal Proceedings, KCP&L filed suit against multiple defendants who are alleged to have responsibility for the 1999 Hawthorn No. 5 boiler explosion. KCP&L and its primary insurance company have entered into a subrogation allocation agreement under which recoveries in this suit are generally allocated 55% to the primary insurance company and 45% to KCP&L. Various defendants have settled with KCP&L in this litigation, resulting in KCP&L recording $2.4 million and $35.8 million in 2004 and 2003, respectively, under the terms of the subrogation allocation agreement. A portion of the settlements, $1.2 million and $17.3 million, for 2004 and 2003, respectively, was recorded as a recovery of capital expenditures. The following table summarizes the income statement impact related to the remainder of the settlements for loss of use of Hawthorn No. 5. Consolidated KCP&Ls income from continuing operations increased $23.2 million in 2003 compared to 2002. Consolidated KCP&Ls operating revenues increased $44.2 million primarily due to a significant increase in wholesale MWhs sold at higher wholesale prices partially offset by the effect on retail revenues of the January 2003 Kansas rate reduction. Wholesale MWhs sold increased 16% in 2003 primarily due to increased generation and a more focused sales effort. Additionally, the average market price increased 33% primarily due to higher natural gas prices. Revenues also increased due to the partial settlements of Hawthorn No. 5 litigation. This increase in revenues combined with decreases in interest expense and depreciation expense more than offset increases in purchased power, pension, power plant maintenance and transmission expenses. The amortization of the Missouri jurisdictional
portion of the January 2002 storm costs increased $3.1 million in 2003. In 2002, KCP&L expensed $16.5 million for the Kansas jurisdictional portion of the January 2002 storm costs. Discontinued operations in 2003 includes a $7.1 million loss on the June 2003 disposition of HSS interest in RSAE and continuing losses through the date of disposition of $1.6 million. Additionally, 2002 net income reflects the $3.0 million cumulative effect to January 1, 2002, of a change in accounting principle for the adoption of SFAS No. 142 and the associated write-down of RSAE goodwill. Consolidated KCP&Ls net income is projected to decrease in 2005 primarily due to a significant increase in fuel costs and the absence of the 2004 impact of the lower composite tax rate on deferred tax balances. These factors are projected to more than offset projected retail load growth and operational expense savings at KCP&L.
34 Consolidated KCP&L Sales Revenues and MWh Sales Retail revenues decreased $9.7 million in 2004 compared to 2003 primarily due to a $14.4 million reduction in residential revenues. Residential usage per customer decreased 4% in 2004 compared to 2003 as a result of significantly cooler summer weather in 2004. The Kansas City area experienced one of the coolest summers in the past 30 years, which resulted in cooling degree days 18% below normal. Weather most significantly affects residential customers usage patterns. The impact of the cooler summer weather was partially offset by continued load growth in 2004. Load growth consists of higher usage per customer and the addition of new customers. The average number of residential and commercial customers continues to grow; both increased 1% to 2% in 2004 and 2003 compared to the respective prior years. Retail revenues decreased $5.5 million in 2003 compared to 2002. The Kansas rate reduction
effective January 1, 2003, decreased 2003 retail revenues approximately $12.5 million and was partially offset by load growth in 2003. Bulk power sales, the major component of wholesale sales, vary with system requirements, generating unit and purchased power availability, fuel costs and requirements of other electric systems. Wholesale revenues increased $42.7 million in 2004. Wholesale MWhs sold increased 14% in 2004 compared to 2003, primarily due to increased generation, bundling transmission with energy and lower than expected retail loads during the summer months, combined with successful marketing efforts. KCP&Ls coal fleet equivalent availability factor increased to 84% in 2004 compared to 82% for 2003, which contributed to an increased volume of wholesale MWhs available to sell. Average market prices per MWh increased 13% to $30.72 in 2004 compared to 2003, primarily due to more sales made during periods of higher natural gas prices and bundling transmission with energy to provide a delivered product. Additionally,
wholesale revenues were affected by the partial settlements of the Hawthorn No. 5 litigation. Wholesale revenues increased $49.5 million in 2003 compared to 2002, which in 2003 included $2.7 million related to the partial settlements of Hawthorn No. 5 litigation. Wholesale MWhs 35 sold increased 16% in 2003 compared to 2002, primarily due to increased generation and a more focused sales effort. The revenue variance in 2003 compared to 2002 was primarily due to a 33% increase in average market price per MWh of power sold in 2003 to $27.27. The increase was driven by higher natural gas prices. Less than 1% of revenues reflect rates that include an automatic fuel adjustment provision. Consolidated KCP&L Fuel and Purchased Power The fuel cost per MWh generated and the purchased power cost per MWh has a significant impact on the results of operations for KCP&L. Generation fuel mix can change the fuel cost per MWh generated substantially. In 2004, KCP&L experienced a record coal base load capacity factor of 80%. The coal fleet achieved a record level of generation of approximately 16 million MWhs, a 5% increase compared to 2003. Nuclear fuel costs per MWh generated remain substantially less than the cost of coal per MWh generated. Coal has a significantly lower cost per MWh generated than natural gas and oil. Fossil plants averaged over 75% of total generation and the nuclear plant the remainder over the last three years. Replacement power costs for planned Wolf Creek outages are accrued evenly over the units operating cycle. KCP&L expects its cost of nuclear fuel to remain relatively stable through the year
2009. The cost per MWh for purchased power is still significantly higher than the fuel cost per MWh of coal and nuclear generation. KCP&L continually evaluates its system requirements, the availability of generating units, availability and cost of fuel supply, availability and cost of purchased power and the requirements of other electric systems to provide reliable power economically. Fuel expense increased $19.1 million in 2004 compared to 2003 primarily due to a 6% increase in MWhs generated, higher coal and coal transportation costs, higher natural gas costs and the net effect of $3.8 million from the Hawthorn No. 5 partial litigation settlements. The increase was partially offset by a lower average fuel cost per MWh generated due to increased coal and nuclear fuel and less natural gas in the fuel mix. The change in fuel mix was primarily due to the 2003 refueling outage at Wolf Creek and the cooler 2004 summer weather, which allowed coal and nuclear capacity to supply a greater percentage of the reduced retail load. Fuel expense increased $0.6 million in 2003 compared to 2002 primarily due to a 3% increase in MWhs generated. This increase was partially offset by a lower average fuel cost per MWh generated due to increased coal and less natural gas in the fuel mix and a $4.0 million
decrease related to the partial settlements of Hawthorn No. 5 litigation. Purchased power expense decreased $0.7 million in 2004 compared to 2003. MWhs purchased decreased 31% in 2004 compared to 2003 primarily due to lower retail customer demand and a 2% increase in the coal fleet equivalent availability factor in 2004 compared to 2003. The decrease in MWhs purchased was partially offset by an 11% increase in the average purchased power price per MWh in 2004 compared to 2003 primarily due to higher natural gas market prices and increased demand in the market area earlier in 2004. Another offset includes the net effect of the Hawthorn No. 5 partial litigation settlements, which impacted purchased power expense by $11.0 million in 2004 compared to 2003. Purchased power expense increased $7.0 million in 2003 compared to 2002 primarily due to a 31% increase in the price per MWh driven primarily by increased natural gas prices. MWhs purchased increased 27% in 2003 compared to 2002
due to increased customer needs. These increases were partially offset by the $11.8 million related to the Hawthorn No. 5 litigation settlements in 2003. KCP&L expects its fuel expense to increase significantly in 2005 due to projected increases in the cost of coal and coal transportation and in the volume and price of natural gas generation in the fuel mix. KCP&L expects to utilize its natural gas-fired peaking generating capacity more often to serve expected growth in retail customer demand, which will increase natural gas consumption. High natural gas and fuel oil costs are also influencing the price of coal and coal transportation costs, which are also expected to increase. The anticipated increase in delivered coal prices is expected to affect most 36 utilities; therefore, the increase is not expected to materially erode KCP&Ls position as a low cost regional electricity generator. Consolidated KCP&L Other Operating Expenses (including other operating, maintenance and general taxes) Consolidated KCP&L's other operating expenses increased $19.7 million in 2004 compared to 2003 primarily due to the following: increased pension expense of $3.5 million primarily due to lower discount rates, the amortization of investment losses from prior years and plan settlement losses, increased other employee-related costs of $3.5 million including higher medical costs and incentive compensation costs, increased property taxes of $4.3 million primarily due to increases in assessed property valuations and mill levies, increased outside services of $4.4 million including costs associated with Sarbanes-Oxley compliance, increased transmission and distribution expenses including $2.5 million primarily due to increased transmission usage charges as a result of the increased wholesale MWh sales, $2.3 million related to SPP administration and $1.3 million in storm related expenses and increased office expense including a $2.1 million expenditure to buy out computer equipment operating leases. Partial offsets to the increase in other operating expenses included: decreased plant maintenance expense of $1.3 million primarily due to differences in timing and scope of outages and $0.9 million in lower gross receipts taxes as a result of lower retail revenues and decreased expenses due to the reversal of an environmental accrual and the establishment of a regulatory asset for the probable recovery in the Kansas jurisdiction of enhanced security costs. Consolidated KCP&L's other operating expenses increased $11.0 million in 2003 compared to 2002 primarily due to the following: amortizing an additional $3.1 million of the Missouri jurisdictional portion of the January 2002 ice storm in 2003, increased pension expense of $11.3 million primarily due to a significant decline in the market value of plan assets, increased plant maintenance expense of $6.7 million for plant outages, increased transmission expenses of $3.3 million primarily due to increased usage charges as a result of the increased wholesale MWh sales and increased MWh of purchased power, partially offsetting the increases were lower maintenance expense in 2003 due to expensing in 2002 the $16.5 million of the Kansas jurisdictional portion of the January 2002 ice storm. Consolidated KCP&L Depreciation and Amortization Consolidated KCP&L's depreciation and amortization expense increased $4.2 million in 2004 compared to 2003. The increases are primarily due to an increase of $2.6 million related to capital additions and $3.8 million as a result of the consolidation of the Lease Trust. The increase was partially offset by $1.9 million as a result of certain software becoming fully amortized in 2003. 37 Consolidated KCP&L's depreciation expense decreased $4.5 million in 2003 compared to 2002. Depreciation expense decreased approximately $7.7 million due to the change to a 60-year life for Wolf Creek pursuant to the 2002 KCC stipulation and agreement. See Note 4 to the consolidated financial statements for additional information. This decrease was partially offset by increased depreciation expense of $2.2 million related to capital additions and $1.3 million as a result of the consolidation of the Lease Trust. Consolidated KCP&L Interest Charges Consolidated KCP&L's interest charges increased $3.9 million in 2004 compared to 2003. The increase was primarily due to a $10.1 million interest component related to the IRS 1995-1999 audit settlement. Partially offsetting this increase was a $6.3 million decrease primarily due to the 2004 redemption of KCP&Ls $154.6 million 8.3% Junior Subordinated Deferred Interest Bonds. See Notes 11 and 19 to the consolidated financial statements for further information. Consolidated KCP&L's interest charges decreased $10.0 million in 2003 compared to 2002. KCP&Ls long-term debt interest expense decreased $9.3 million in 2003 compared to 2002 primarily due to lower levels of outstanding long-term debt as a result of the repayment of $124.0 million of medium-term notes in 2003. Lower average interest rates in 2003 compared to 2002 also contributed to the decrease. Consolidated KCP&L Income Taxes Consolidated KCP&L's income taxes decreased $30.7 million in 2004 compared to 2003. Several factors contributed to the decreased taxes including lower income in 2004 compared to 2003. The favorable impact of state tax planning on the composite tax rate decreased income taxes $10.1 million, including $8.6 million reflecting the composite tax rate change on deferred tax balances resulting from book to tax temporary differences. An additional $10.1 million decrease is attributable to the reserves for the interest component of the IRS 1995-1999 audit settlement, which offset interest expense and had no impact on income from continuing operations. Income taxes also decreased by $5.9 million due to the allocation of tax benefits from holding company losses pursuant to the Company's intercompany tax allocation agreement. Income taxes increased $20.6 million in 2003 compared to 2002, primarily due to higher income. On October 22, 2004, the American Jobs Creation Act of 2004 (AJCA) became law. Most significantly, the AJCA contains a provision that allows for a tax deduction of 9% (3% for 2005-2006; 6% for 2007-2009; 9% thereafter) of qualified production activities income. Income from electric generation activities is included in the definition of qualified production activities. Because of its electric generation activities, KCP&L expects to be favorably impacted by the AJCA. The IRS has recently issued interim guidance on which KCP&L may rely on until regulations are issued. KCP&L is reviewing the recent guidance and has made preliminary estimates of the deduction. For 2005, the deduction is estimated to be approximately $6 million. The regulatory treatment regarding the qualified production deduction is unknown at this time.
38 STRATEGIC ENERGY RESULTS OF OPERATIONS The following table summarizes Strategic Energy's comparative results of operations. Strategic Energys net income increased $2.9 million in 2004 compared to 2003. Retail MWhs delivered increased 22% in 2004 compared to 2003. Great Plains Energy, through IEC, completed the purchase of an additional 11.45% indirect interest in Strategic Energy resulting in a $1.8 million increase in net income. Income taxes decreased in 2004 primarily due to a $3.1 million allocation of tax benefits from holding company losses pursuant to the Company's intercompany tax allocation agreement and the Companys income tax accounting policies for segment reporting. The increase to net income was partially offset by a 16% decline in the average gross margin per MWh (revenues less purchased power divided by MWhs delivered) to $6.15 in 2004. The decline in gross margin is primarily due to the roll-off of older, higher margin contracts, price discounts driven by a more competitive market and persistently
higher commodity prices, and a $4.2 million increase in tax reserves. A continuing environment of higher and less volatile energy prices and flat to higher forward electricity prices continue to negatively impact the average gross margins. The negative impacts on average gross margin per MWh were partially offset by a $1.7 million change in fair value related to energy contracts that do not qualify for hedge accounting and from hedge ineffectiveness. Strategic Energys net income increased $9.9 million in 2003 compared to 2002. The increased net income was primarily due to growth in retail electric revenues from the expansion into new markets and continued sales efforts in existing markets. In addition, Great Plains Energy increased its indirect interest in Strategic Energy by 6% in the fourth quarter of 2002. These increases were partially offset by increased general and administrative expenses including employee related expenses. Also, the average gross margin per MWh decreased to $7.34 in 2003 compared to $8.70 in 2002. The decrease in average gross margin per MWh in 2003 compared to 2002 was primarily due to the roll-off of higher margin contracts that were obtained during periods of high market price volatility in late 2000 and early 2001 and to a lesser extent market conditions, including increased competition. Strategic Energys net income is projected to decrease in 2005. The projected decrease in average gross margins per MWh to a range of $4.60 to $5.00 in 2005 from $6.15 in 2004 is anticipated to more than offset the expected increase in MWhs delivered from 20.3 million in 2004 to a range of 21 to 23 million in 2005.
39 Strategic Energy Operating Revenues Operating revenues from Strategic Energy increased $281.4 million in 2004 compared to 2003 and $301.5 million in 2003 compared to 2002 as shown in the following table. Retail electric revenues increased $292.1 million in 2004 compared to 2003 primarily due to increased retail MWhs delivered. Retail MWhs delivered increased 22% to 20.3 million in 2004 compared to 2003. The increased MWhs delivered resulted primarily from strong sales efforts in customer retention as well as enrolling new customers primarily in Michigan and Texas where Strategic Energy continued to experience favorable conditions for growth. Strategic Energys customer accounts totaled over 54,000 accounts at the end of 2004, a 14% increase from approximately 48,000 accounts at the end of 2003. Several factors contribute to changes in the average retail price per MWh, including the underlying electricity price, the nature and type of products offered and the mix of sales by geographic market. Average retail revenues per MWh increased 4% in 2004 compared to 2003 primarily due to a higher underlying
electricity price that was driven by higher natural gas prices partially offset by price discounts driven by a more competitive market and persistently higher commodity prices. Retail electric revenues increased $303.7 million in 2003 compared to 2002 primarily due to increased retail MWhs delivered. Retail MWhs delivered increased 41% to 16.6 million in 2003 from 11.8 million in 2002. The increased MWhs delivered resulted primarily from effective sales efforts in re-signing approximately 80% of existing customers as well as enrolling new customers in markets in which Strategic Energy continued to experience favorable conditions for growth. Customer accounts at the end of 2003 increased 44% from approximately 33,000 accounts at the end of 2002. MWhs delivered in California increased 70% to 5.5 million in 2003 and MWhs delivered in Texas increased 58% to 4.5 million in 2003 compared to 2002. Strategic Energy Purchased Power Strategic Energy primarily purchases power under forward physical delivery contracts to supply electricity to its retail energy customers based on projected usage. Strategic Energy sells any excess retail supply of electricity back into the wholesale market. The proceeds from the sale of excess supply of electricity are recorded as a reduction of purchased power. The amount of excess retail supply sales that reduced purchased power was $265.2 million, $160.4 million and $126.4 million in 2004, 2003 and 2002, respectively. Strategic Energy utilizes derivatives including forward physical delivery contracts in the procurement of electricity. Changes in the fair value of derivative instruments that do not qualify for hedge accounting and cash flow hedge ineffectiveness reduced purchased power expense by $1.7 million in 2004 and were insignificant for 2003 and 2002. As previously discussed, Strategic Energy operates in several retail choice electricity markets. The cost of supplying electricity to retail customers can vary widely by geographic market. This variability can be affected by many factors including, among other items, geographic differences in the cost per MWh of purchased power and capacity charges due to regional purchased power availability and requirements of other electricity providers and differences in transmission charges. 40 Purchased power expense increased $278.6 million in 2004 compared to 2003 primarily due to increased MWhs delivered as discussed above. Additionally, average prices per retail MWh purchased increased 7% in 2004 primarily due to the effect of the persistent environment of relatively high natural gas prices, increased competition, increased supply costs on certain contracts caused by customers selecting variable pricing mechanisms and increased tax reserves partially offset by the change in fair value of derivative instruments. Purchased power increased $283.5 million in 2003 compared to 2002 primarily due to increased MWhs delivered. Strategic Energy Other Operating Expenses Strategic Energys other operating expenses as a percentage of operating revenues decreased to 3.7% in 2004 from 3.9% and 4.8% in 2003 and 2002, respectively, due to Strategic Energys efforts in leveraging its infrastructure and the effects of achieving economies of scale. Strategic Energys other operating expenses increased $9.2 million in 2004 compared to 2003; a 22% increase driven mainly by higher staffing levels associated with the continued growth of Strategic Energy. Additionally, higher consulting expenses associated with new software development initiatives and higher general tax expenses primarily due to higher capital stock and franchise tax rates increased other operating expenses. Other operating expenses increased $4.5 million in 2003 compared to 2002 primarily due to higher staffing levels and higher other general and administrative expenses associated with higher sales volumes, geographic market expansion, and regulatory and market development initiatives. Strategic Energy Income Taxes Strategic Energys income taxes decreased $5.9 million in 2004 compared to 2003 reflecting lower income and additional tax benefits. The additional benefits included $3.1 million due to the allocation of tax benefits from holding company losses pursuant to the Company's intercompany tax allocation agreement and a slight decrease due to the favorable impact of state tax planning on the composite tax rate. Strategic Energys income taxes increased $5.0 million in 2003 compared to 2002 primarily reflecting higher income. Strategic Energy Minority Interest Minority interest represents the share of Strategic Energys net income not attributable to Great Plains Energys indirect ownership interest in Strategic Energy. Minority interest decreased $6.1 million in 2004 compared to 2003 primarily due to IECs acquisition of an additional 11.45% indirect interest in Strategic Energy in May 2004. Minority interest decreased $1.7 million in 2003 compared to 2002 primarily due to IECs acquisition of a 6% indirect ownership interest in Strategic Energy during the fourth quarter of 2002. OTHER NON REGULATED ACTIVITIES Investment in Affordable Housing Limited Partnerships - KLT Investments KLT Investments Inc.s (KLT Investments) net income in 2004 totaled $11.2 million (including an after tax reduction of $4.6 million in its affordable housing investment) compared to net income of $8.1 million in 2003 (including an after tax reduction of $6.7 million in its affordable housing investment) and net income of $10.4 million in 2002 (including an after tax reduction of $5.7 million in its affordable housing investment). On a quarterly basis, KLT Investments compares the cost of properties accounted for by the cost method to the total of projected residual value of the properties and remaining tax credits to be received. Based on the latest comparison, KLT Investments reduced its investments in affordable housing limited partnerships by $7.5 million, $11.0 million and $9.0 million in 2004, 2003 and 2002, respectively. Pre-tax reductions in affordable housing investments are estimated to be $10 million, $1 million and $2 million in 2005 through and 2007, respectively. These projections are based on the 41 latest information available but the ultimate amount and timing of actual reductions could be significantly different from the above estimates. The properties underlying the partnership investment are subject to certain risks inherent in real estate ownership and management. Even after these estimated reductions, net income from the investments in affordable housing is expected to be positive for 2005 through 2007. KLT Investments accrued tax credits related to its investments in affordable housing limited partnerships of $18.3 million, $19.1 million and $19.3 million in 2004, 2003 and 2002, respectively. KLT Investments estimates tax credits will be $16 million, $10 million and $6 million for 2005 through 2007, respectively, and continue to decline through 2009. DTI Bankruptcy On December 31, 2001, a subsidiary of KLT Telecom, DTI Holdings, Inc. and its subsidiaries, Digital Teleport, Inc. and Digital Teleport of Virginia, Inc., filed separate voluntary petitions in the Bankruptcy Court for the Eastern District of Missouri for reorganization under Chapter 11 of the U.S. Bankruptcy Code, which cases were procedurally consolidated. DTI Holdings and its two subsidiaries are collectively called DTI. In December 2002, Digital Teleport entered into an agreement to sell substantially all of its assets to CenturyTel Fiber Company II, LLC, a nominee of CenturyTel, Inc, which was approved by the Bankruptcy Court, and closed in 2003. The Company recorded a net gain of $28.1 million or $0.41 per share in 2003 related to the DTI bankruptcy. The impact on 2003 net income was primarily due to the net effect of the Chapter 11 plan confirmation and the resulting distribution, the reversal of a $15.8 million tax valuation allowance and the reversal of $5 million debtor in possession financing previously reserved. Holding Company Income Taxes The Company maintains an intercompany tax allocation agreement among the companies that file a consolidated or combined income tax return. Tax benefits from holding company losses are allocated to the subsidiaries based on income and these allocations are reflected in each segments provision for income taxes. Holding company income taxes increased $6.5 million in 2004 compared to 2003 primarily to reflect the allocation of tax benefits pursuant to the Company's intercompany tax allocation agreement. KLT GAS DISCONTINUED OPERATIONS In February 2004, the Great Plains Energy Board of Directors approved managements recommendation to sell the KLT Gas portfolio and exit the gas business. The Company evaluated this business and determined the amount of capital and the length of time required for development of reserves and production, combined with the income volatility of the exploration process, were no longer compatible with the Companys strategic vision. In 2004, KLT Gas completed sales of substantially all of the KLT Gas portfolio for $23.5 million cash, net of $1.4 million of transaction costs. The gain on the KLT Gas portfolio asset sales totaled $10.3 million, or $0.14 per share. The impact of the gain was partially offset by the loss from the wind down operations of $1.8 million in 2004. Additionally, the 2004 write down of the KLT Gas portfolio to its estimated net realizable value reduced net income by $1.2 million. Loss from discontinued operations in 2003 was $36.1 million including after tax impairments of $33.5 million and after tax operating losses of $2.6 million. See Note 6 to the consolidated financial statements for additional information and see Note 15 to the consolidated financial statements for information regarding a pending arbitration proceeding. 42 GREAT PLAINS ENERGY AND CONSOLIDATED KCP&L SIGNIFICANT BALANCE SHEET CHANGES (December 31, 2004 compared to December 31, 2003) Great Plains Energys restricted cash and supplier collateral decreased $13.2 million due to a reduction in the collateral provided from suppliers to cover portions of credit exposure as a result of lower market exposure with counterparties posting cash and one counterparty posting a letter of credit rather than cash. Great Plains Energys receivables increased $6.8 million primarily due to a $35.0 million increase in Strategic Energys receivables, which was primarily the result of increased sales in late 2004 compared to late 2003. This increase was mostly offset by a $32.3 million decrease in consolidated KCP&Ls receivables. Consolidated KCP&Ls receivables decreased primarily due to KCP&Ls receipt of $30.8 million for the Hawthorn No. 5 insurance recovery. Great Plains Energys and consolidated KCP&Ls deferred income taxes (current assets) increased $12.4 million and $12.1 million, respectively, to reflect previously non-current deferred income taxes expected to reverse in 2005 and $4.4 million related to the timing of the Wolf Creek refueling outage. Great Plains Energys assets of discontinued operations decreased $27.1 million due to the sale of KLT Gas assets in 2004. Great Plains Energys goodwill increased $60.7 million due to the purchase of the additional indirect interest in Strategic Energy in May 2004. Great Plains Energys other deferred charges increased $31.5 million primarily due to $36.1 million in intangible assets, net of amortization, recorded as a result of the purchase of the additional indirect interest in Strategic Energy in May 2004. Great Plains Energys notes payable decreased $67.0 million due to the net repayments of short-term borrowings. Consolidated KCP&Ls notes payable to Great Plains Energy decreased $22.0 million primarily due to HSS repayment of an intercompany loan mostly related to the disposition of RSAE. Great Plains Energys and consolidated KCP&Ls current maturities of long-term debt increased $193.9 million and $195.5 million, respectively, to reflect KCP&Ls $250 million of senior notes scheduled to mature in 2005, partially offset by the retirement of KCP&Ls $54.5 million of medium-term notes in 2004. Great Plains Energys and consolidated KCP&Ls Environmental Improvement Revenue Refunding (EIRR) bonds classified as current decreased $43.4 million due to scheduled remarketings of EIRR bonds. The new terms changed the classification of certain EIRR bonds to long-term debt. Great Plains Energys other deferred credits and liabilities increased $9.4 million primarily due to an $18.8 million liability for the fair value of acquired retail contracts, net of amortization, partially offset by a $9.0 million reduction in minority interest recorded as a result of the purchase of an additional indirect interest in Strategic Energy in May 2004. An additional increase of $6.7 million was due to recording the FELINE PRIDESSM long-term forward contract fee, partially offset by a $5.3 million decrease in consolidated KCP&Ls other deferred credits and liabilities. Consolidated KCP&Ls decrease was primarily due to a $4.6 million decrease in minority interest, which was the result of losses at KCP&Ls Lease Trust. Great Plains Energys common stock increased $154.1 million due to the issuance of five million shares of common stock in June 2004 and the issuance of shares for purchases under the Dividend Reinvestment and Direct Stock Purchase Plan plans. Consolidated KCP&Ls common stock increased $225.0 million due to equity contributions from Great Plains Energy. 43 Great Plains Energys capital stock premium and expense increased $24.9 million primarily due to recording $19.6 million of FELINE PRIDES purchase contract adjustment, allocated fees and expenses. Additionally, the June 2004 common stock issuance costs totaled $5.4 million. Great Plains Energys and consolidated KCP&Ls long-term debt decreased $201.9 million and $362.3 million, respectively, to reflect KCP&Ls $250 million of senior notes scheduled to mature in 2005 as current and the 2004 redemption of KCP&Ls $154.6 million 8.3% Junior Subordinated Deferred Interest Bonds partially offset by KCP&Ls EIRR bonds totaling $43.4 million now classified as long-term following the scheduled remarketing during 2004. Great Plains Energys decrease was further offset by the issuance of $163.6 million of FELINE PRIDES senior notes in 2004. CAPITAL REQUIREMENTS AND LIQUIDITY Great Plains Energy operates through its subsidiaries and has no material assets other than the stock of its subsidiaries. Great Plains Energys ability to make payments on its debt securities and its ability to pay dividends is dependent on its receipt of dividends or other distributions from its subsidiaries and proceeds from the issuance of its securities. Great Plains Energys capital requirements are principally comprised of KCP&Ls utility construction and other capital expenditures, debt maturities, pension benefit plan funding requirements discussed below and credit support provided to Strategic Energy. Additional cash and capital requirements for the companies are discussed below. Great Plains Energy's liquid resources at December 31, 2004, consisted of $127.1 million of cash and cash equivalents on hand, including $51.6 million at KCP&L, and $795.8 million of unused bank lines of credit. The unused lines consisted of $250.0 million from KCP&L's revolving credit facility, $55.8 million from Strategic Energys revolving credit facility, and $490.0 million from Great Plains Energy's revolving credit facility. See the Debt Agreements section below for more information on these agreements. Cash Flows From Operations Great Plains Energy and consolidated KCP&L generated positive cash flows from operating activities for the periods presented. The increase in cash flows from operating activities for Great Plains Energy in 2004 compared to 2003 was primarily due to the changes in working capital detailed in Significant Balance Sheet Changes and in Note 2 to the consolidated financial statements. The individual components of working capital vary with normal business cycles and operations. In addition, the timing of the Wolf Creek outage affects the refueling outage accrual, deferred income taxes and amortization of nuclear fuel. Consolidated KCP&Ls cash flow from operations increased in 2004 compared to 2003 partially due to a $17.4 million increase in income from continuing operations and the changes in working capital detailed in Significant Balance Sheet Changes and in Note 2 to the consolidated financial
statements. The increase in cash flows from operating activities for Great Plains Energy in 2003 compared to 2002 is primarily due to a $56.0 million increase in income from continuing operations and the changes in working capital detailed in Significant Balance Sheet Changes and in Note 2 to the consolidated financial statements. Consolidated KCP&Ls cash flow from operations increased slightly in 2003 compared to 2002 due to a $26.2 million increase in income from continuing operations and an increase in deferred taxes mostly offset by the changes in working capital detailed in Significant Balance Sheet Changes and in Note 2 to the consolidated financial statements. Investing Activities Great Plains Energys and consolidated KCP&Ls cash used for investing activities varies with the timing of utility capital expenditures and purchases of investments and nonutility property. Investing 44 activities are offset by the proceeds from the sale of properties and insurance recoveries. Great Plains Energys and consolidated KCP&Ls utility capital expenditures increased $41.9 million in 2004 compared to 2003 primarily due to the $28.5 million buyout of KCP&Ls operating lease for vehicles and heavy equipment in 2004. Insurance recoveries and litigation settlements related to Hawthorn No. 5 in 2004 of $31.9 million, a $10.7 million increase over 2003 recoveries, offset cash used in investing activities. Additionally, Great Plains Energy paid $90.0 million to acquire an additional indirect interest in Strategic Energy during 2004. Utility capital expenditures and the allowance for borrowed funds used during construction increased $17.9 million in 2003 compared to 2002 primarily due to transmission plant and nuclear fuel additions partially offset by 2002 capital expenditures of $14.7 million related to the January 2002 ice storm and insurance proceeds and partial litigation settlements from Hawthorn No. 5 received in 2003. In 2003, Great Plains Energy received proceeds of $19.2 million as a result of the DTI bankruptcy. Financing Activities The change in Great Plains Energys cash flows from financing activities in 2004 compared to 2003 reflects Great Plains Energys June 2004 gross proceeds of $150.0 million from the issuance of five million shares of common stock at $30 per share and $163.6 million from the issuance of 6.5 million FELINE PRIDES. Fees related to these issuances were $10.2 million. Great Plains Energy used the proceeds to repay short-term borrowings and to make $225.0 million of equity contributions to KCP&L. In 2004, KCP&L redeemed $154.6 million of 8.3% Junior Subordinated Deferred Interest Bonds from KCPL Financing I. KCPL Financing I used those proceeds to redeem the $4.6 million common securities held by KCP&L and the $150.0 million of 8.3% Trust Preferred Securities. See Note 19 to the consolidated financial statements for additional information. KCP&L also redeemed $54.5 million of its
medium-term notes at maturity during 2004. The change in Great Plains Energy and consolidated KCP&Ls cash flows from financing activities in 2003 compared to 2002 reflects the 2003 equity infusion of $100.0 million from Great Plains Energy to KCP&L and KCP&Ls subsequent redemption of $104.0 million of medium-term notes. Great Plains Energy essentially funded the infusion with proceeds from its $151.8 million common stock offering in late 2002; however, prior to the infusion, Great Plains Energy used the offering proceeds to repay short-term borrowings in late 2002 and then re-borrowed in early 2003 to make the equity infusion into KCP&L at the time of redemption. An additional $20.0 million of KCP&Ls medium-term notes were retired during 2003. The increase in dividends paid by Great Plains Energy is primarily attributable to the public offering of 6.9 million common shares in late 2002. In November 2002, Great Plains Energy entered into an Agreement and Plan of Merger (Agreement) with Environmental Lighting Concepts, Inc. (ELC), the ELC shareholders and IEC, a wholly owned subsidiary of Great Plains Energy, to acquire ELCs 6% indirect interest in Strategic Energy. The ELC Shareholders received $15.1 million in merger consideration. As part of the merger consideration, on November 7, 2002, Great Plains Energy issued 387,596 additional shares of its common stock to the ELC Shareholders. The Agreement valued such shares at approximately $8 million. The remainder of the merger consideration was in short-term notes, which were paid in January 2003. KCP&L expects to meet day-to-day operating requirements including interest payments, construction requirements (excluding new generating capacity and environmental compliance on existing generating units) and dividends to Great Plains Energy with internally generated funds. However, it might not be able to meet these requirements with internally generated funds because of the effect of inflation on operating expenses, the level of MWh sales, regulatory actions, compliance with future environmental regulations and the availability of generating units. The funds Great Plains Energy and consolidated KCP&L need to retire maturing debt will be provided from operations, the issuance of long and short-term debt and/or the issuance of equity or equity-linked instruments. In addition, the Company may 45 issue debt, equity and/or equity-linked instruments to finance growth or take advantage of new opportunities. Strategic Energy expects to meet day-to-day operating requirements including interest payments, credit support fees, capital expenditures and dividends to its indirect interest holders with internally generated funds. However, it might not be able to meet these requirements with internally generated funds because of the effect of inflation on operating expenses, the level of MWh sales, commodity-price volatility and the effects of counterparty non-performance. Great Plains Energy filed a registration statement, which became effective in April 2004, for the issuance of an aggregate amount up to $500.0 million of any combination of senior debt securities, subordinated debt securities, trust preferred securities and related guarantees, common stock, warrants, stock purchase contracts or stock purchase units. The prospectus filed with this registration statement also included $148.2 million of securities remaining available to be offered under a prior registration statement providing for an aggregate amount of availability of $648.2 million. In June 2004, Great Plains Energy issued $150.0 million of common stock and $163.6 million of FELINE PRIDES. After these issuances, $171.0 million remains available under this registration statement, which reflects the effect of the $163.6 million stock purchase contract component of FELINE PRIDES. As a registered public utility holding company, Great Plains Energy must receive authorization from the SEC under the 35 Act to issue securities. Great Plains Energy is currently authorized to issue up to $1.2 billion of debt and equity through December 31, 2005. The following table reflects Great Plains Energys utilization of this amount. Under its current SEC authorization, Great Plains Energy cannot issue securities other than common stock unless (i) the security to be issued, if rated, is rated investment grade by one nationally recognized statistical rating organization, (ii) all of its outstanding securities that are rated (except for its preferred stock) are rated investment grade by one nationally recognized statistical rating organization, and (iii) it has maintained common equity as a percentage of consolidated capitalization (as reflected on its consolidated balance sheets as of the end of each quarter) of at least 30%. Great Plains Energy was in compliance with these conditions as of December 31, 2004. 46 In 2003, KCP&L filed a shelf registration statement for up to $255 million of senior and subordinated debt securities, trust preferred securities and related guarantees providing KCP&L flexibility to access the capital markets. KCP&L may issue equity and long-term debt only with the authorization of the MPSC. In June 2004, the MPSC authorized KCP&L to issue up to $600 million of long-term debt through March 31, 2006. The authorization contains the following conditions, among others: (i) no more than $150.0 million of the authorized debt can be used for purposes other than refinancing existing securities and (ii) the proceeds of the authorized debt must be used exclusively for the benefit of KCP&Ls regulated operations. Issuances of short-term debt by KCP&L are subject to SEC authorization under the 35 Act. Under the current authorization, KCP&L may issue and have outstanding at any given time up to $500 million of short-term debt. Under this authorization, KCP&L cannot issue short-term debt (other than commercial paper or short-term bank facilities) unless (i) the short-term debt to be issued, if rated, is rated investment grade by one nationally recognized statistical rating organization, (ii) all of its outstanding securities that are rated are rated investment grade by one nationally recognized statistical rating organization, (iii) all of the outstanding rated securities of Great Plains Energy (except preferred stock) are rated investment grade and (iv) Great Plains Energy and KCP&L have maintained common equity as a percentage of consolidated capitalization (as reflected on their consolidated balance
sheets as of the end of each quarter) of at least 30%. KCP&L was in compliance with these conditions as of December 31, 2004. In 2004, KCP&L remarketed its secured 1994 series EIRR bonds totaling $35.9 million and its unsecured 1998 Series C EIRR bonds totaling $50.0 million. The bonds are classified as current liabilities in the December 31, 2004, balance sheet. The 1994 series bonds were remarketed with a one-year maturity at a fixed interest rate of 2.25%. The 1998 Series C bonds were remarketed with a one-year maturity at a fixed interest rate of 2.38%. KCP&L also remarketed its secured 1993 series EIRR bonds totaling $12.4 million at a fixed rate of 4.0% until maturity at January 2, 2012. In 2004, KCP&L secured a municipal bond insurance policy as a credit enhancement to its secured 1992 series EIRR bonds totaling $31.0 million. This municipal bond insurance policy replaced a 364-day credit facility with a bank, which expired in August 2004 that previously supported full liquidity of these bonds. These variable-rate secured EIRR bonds with a final maturity in 2017 are remarketed on a weekly basis through a Dutch auction process. KCP&L had entered into a revolving agreement to sell all of its right, title and interest in the majority of its customer accounts receivable to Kansas City Power & Light Receivables Company, which in turn sold most of the receivables to outside investors. The agreement expired in January 2005 and was not renewed by KCP&L. KCP&L is currently evaluating alternatives to replace this agreement and intends to enter into a new agreement in 2005. See Note 3 to the consolidated financial statements. Debt Agreements In December 2004, Great Plains Energy syndicated a $550 million, five-year revolving credit facility with a group of banks replacing a $150.0 million 364-day revolving credit facility and a $150.0 million three-year revolving credit facility with a group of banks that were syndicated earlier in 2004. Those latter two facilities had replaced a prior $225.0 million revolving credit facility with a group of banks. The new facility contains a Material Adverse Change (MAC) clause that requires Great Plains Energy to represent, prior to receiving funding, that no MAC has occurred. The clause does, however, permit the Company to access the facility even in the event of a MAC in order to repay maturing commercial paper. Available liquidity under this facility is not impacted by a decline in credit ratings unless the downgrade results in a MAC or occurs in the context of a merger, consolidation or sale. A default by 47 Great Plains Energy or any of its significant subsidiaries of other indebtedness totaling more than $25.0 million is a default under the current facility. Under the terms of this agreement, Great Plains Energy is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the agreement, not greater than 0.65 to 1.00 at all times. At December 31, 2004, the Company was in compliance with this covenant. At December 31, 2004, Great Plains Energy had $20.0 million of outstanding borrowings with an interest rate of 3.04% and had issued letters of credit totaling $8.0 million under the credit facility as credit support for Strategic Energy. At December 31, 2004, Great Plains Energy had $490 million available under this facility due to limitations under its 35 Act authorization. In December 2004, KCP&L syndicated a $250 million five-year revolving credit facility. This facility replaced $155 million in 364-day bilateral credit lines KCP&L had in place with a group of banks. KCP&L uses this facility to provide support for its issuance of commercial paper and other general purposes. The new facility contains a MAC clause that requires KCP&L to represent, prior to receiving funding, that no MAC has occurred. The clause does, however, permit KCP&L to access the facility even in the event of a MAC in order to repay maturing commercial paper. Available liquidity under this facility is not impacted by a decline in credit ratings unless the downgrade results in a MAC or occurs in the context of a merger, consolidation or sale. A default by KCP&L on other indebtedness totaling more than $25.0 million is a default under the current facility. Under the terms of
the agreement, KCP&L is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the agreement, not greater than 0.65 to 1.00 at all times. At December 31, 2004, KCP&L was in compliance with this covenant. At December 31, 2004, KCP&L had no short-term borrowings outstanding. During 2004, Strategic Energy syndicated a $125.0 million three-year revolving credit facility with a group of banks. Great Plains Energy has guaranteed $25.0 million of this facility. This facility replaced a $95.0 million revolving credit facility with a group of banks. The existing facility contains a MAC clause that requires Strategic Energy to represent, prior to receiving funding, that no MAC has occurred. A default by Strategic Energy of other indebtedness, as defined in the facility, totaling more than $7.5 million is a default under the facility. Under the terms of this agreement, Strategic Energy is required to maintain a minimum net worth of $62.5 million, a maximum funded indebtedness to EBITDA ratio of 2.25 to 1.00, a minimum fixed charge coverage ratio of at least 1.05 to 1.00 and a minimum debt service coverage ratio of at least 4.00 to 1.00, as those terms are defined in the agreement.
In the event of a breach of one or more of these four covenants, so long as no other default has occurred, Great Plains Energy may cure the breach through a cash infusion, a guarantee increase or a combination of the two. At December 31, 2004, Strategic Energy was in compliance with these covenants. At December 31, 2004, $69.2 million in letters of credit had been issued and there were no borrowings under the agreement, leaving $55.8 million of capacity available for loans and additional letters of credit. Great Plains Energy has agreements with KLT Investments associated with notes KLT Investments issued to acquire its affordable housing investments. Great Plains Energy has agreed not to take certain actions including, but not limited to, merging, dissolving or causing the dissolution of KLT Investments, or withdrawing amounts from KLT Investments if the withdrawals would result in KLT Investments not being in compliance with minimum net worth and cash balance requirements. The agreements also give KLT Investments lenders the right to have KLT Investments repurchase the notes if Great Plains Energys senior debt rating falls below investment grade or if Great Plains Energy ceases to own at least 80% of KCP&Ls stock. At December 31, 2004, KLT Investments had $5.8 million in outstanding notes, including current maturities. Under stipulations with the MPSC and the KCC, Great Plains Energy and KCP&L maintain common equity at not less than 30% and 35%, respectively, of total capitalization. Pursuant to an SEC order, 48 Great Plains Energys and KCP&Ls authorization to issue securities is conditioned on maintaining a consolidated common equity capitalization of at least 30% and complying with other conditions described above. KCP&L Projected Utility Capital Expenditures Total utility capital expenditures, excluding allowance for funds used to finance construction, were $190.5 million, $148.7 million and $132.0 million in 2004, 2003 and 2002, respectively. Utility capital expenditures projected for the next three years are in the following table. This utility capital expenditure plan is subject to continual review and change and does not reflect utility capital expenditures for new capacity. These projections could be significantly impacted by KCP&Ls comprehensive energy plan for environmental investments and new generation, which has the potential to add approximately $1.1 billion in capital investment for KCP&L over the next five years. See Strategic Intent for additional information. Pensions The Company maintains defined benefit plans for substantially all employees of KCP&L, Services and WCNOC and incurs significant costs in providing the plans, with the majority incurred by KCP&L. At a minimum, plans are funded on an actuarial basis to provide assets sufficient to meet benefits to be paid to plan participants consistent with the funding requirements of the Employee Retirement Income Security Act of 1974 (ERISA) and further contributions may be made when deemed financially advantageous. The Company contributed $39.1 million to the plans in 2004, which included $35.0 million of additional funding above the minimum ERISA funding requirements. In 2003, the Company contributed $41.2 million to the plans, which included $26.8 million to cover the 2003 and a portion of the 2004 minimum funding requirements. KCP&L contributed $32.7 million and $39.3 million of the contributions in 2004 and 2003, respectively. The ERISA funding requirement for 2005 is projected to be $4.7 million, all of which will be paid by KCP&L. Management believes the Company has adequate access to capital resources through cash flows from operations or through existing lines of credit to support the funding requirement. Participants in the plans may request a lump-sum cash payment upon termination of their employment. A change in payment assumptions could result in increased cash requirements from pension plan assets with the Company being required to accelerate future funding. Under the terms of the pension plans, the Company reserves the right to amend or terminate the plans, and from time to time benefits have changed. See Note 9 to the consolidated financial statements for additional information.
49 Credit Ratings At December 31, 2004, the major credit rating agencies rated the companies securities as detailed in the following table. The ratings presented reflect the current views of these rating agencies and are subject to change. The companies view maintenance of strong credit ratings as being extremely important and to that end an active and ongoing dialogue is maintained with the agencies with respect to the companies results of operations, financial position, and future prospects. None of the companies outstanding debt, except for the notes associated with affordable housing investments, requires the acceleration of interest and/or principal payments in the event of a ratings downgrade, unless the downgrade occurs in the context of a merger, consolidation, or sale. In the event of a downgrade the companies and/or their subsidiaries may be subject to increased interest costs on their credit facilities. Additionally, in KCP&Ls bond insurance policies on its secured 1992 series EIRR bonds totaling $31.0 million and its Series 1993A and 1993B EIRR bonds totaling $79.5 million, KCP&L has agreed to limits on its ability to issue additional mortgage bonds based on the mortgage bonds credit ratings. See Note 19 to the consolidated financial statements. Supplemental Capital Requirements and Liquidity Information The information in the following tables is provided to summarize cash obligations and commercial commitments. Great Plains Energy Contractual Obligations 50 Consolidated KCP&L Contractual Obligations Long-term debt includes current maturities. Long-term debt principal excludes $0.5 million discount on senior notes and the $0.7 million fair value adjustment to the EIRR bonds related to SFAS No. 133. EIRR bonds classified as current liabilities of $85.9 million due at various dates during the years 2015 through 2018 are included here on their final maturity date. Variable rate interest obligations are based on rates as of January 1, 2005. See Note 19 to the consolidated financial statements for additional information. Lease obligations include capital and operating lease obligations; capital lease obligations are $0.2 million per year for the years 2005 through 2009 and total $4.1 million after 2009. Lease obligations also include leases for railcars to serve jointly-owned generating units where KCP&L is the managing partner. KCP&L will be reimbursed by the other owners for about $2.0 million per year ($21.9 million total) of the amounts included in the table above. See Note 13, contractual commitments, to the consolidated financial statements for additional information regarding leases. Pension plans represent only the minimum funding requirements under ERISA. Minimum funding requirements for future periods are not yet known. The Companys funding policy is to contribute amounts sufficient to meet the minimum funding requirements plus additional amounts as deemed fiscally appropriate; therefore, actual contributions may differ from expected contributions. See Note 9 to the consolidated financial statements for additional information regarding pensions. Fuel represents KCP&Ls 47% share of Wolf Creek nuclear fuel commitments, KCP&Ls share of coal purchase commitments based on estimated prices to supply coal for generating plants and KCP&Ls share of rail transportation commitments for moving coal to KCP&Ls generating units. KCP&L purchases capacity from other utilities and nonutility suppliers. Purchasing capacity provides the option to purchase energy if needed or when market prices are favorable. This can be a cost-effective alternative to new construction. KCP&L has capacity sales agreements not included above that total $11.7 million for 2005, $11.4 million for 2006, $11.2 million per year for 2007 through 2009 and $23.5 million after 2009. Purchased power represents Strategic Energys agreements to purchase electricity at various fixed prices to meet estimated supply requirements. Strategic Energy has energy sales contracts not included above for 2005 through 2007 totaling $69.1 million, $8.7 million and $0.6 million, respectively. Other purchase obligations represent individual commitments entered into in the ordinary course of business. 51 Great Plains Energy and consolidated KCP&L have long-term liabilities recorded on their consolidated balance sheets at December 31, 2004, under GAAP that do not have a definitive cash payout date and are not included in the table above. Off-Balance Sheet Arrangements In the normal course of business, Great Plains Energy and certain of its subsidiaries enter into various agreements providing financial or performance assurance to third parties on behalf of certain subsidiaries. Such agreements include, for example, guarantees, stand-by letters of credit and surety bonds. These agreements are entered into primarily to support or enhance the creditworthiness otherwise attributed to a subsidiary on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish the subsidiaries intended business purposes. As a registered public utility holding company system, Great Plains Energy must receive authorization from the SEC, under the 35 Act, to issue guarantees on behalf of its subsidiaries. Under its current SEC authorization, guarantees cannot be issued unless (i) all of its outstanding securities that are rated (except for its preferred stock) are rated investment grade and (ii) it has maintained common equity as a percentage of consolidated capitalization (as reflected on its consolidated balance sheets as of the end of each quarter) of at least 30%. Great Plains Energy was in compliance with these conditions as of December 31, 2004. Great Plains Energy is currently authorized to issue up to $600 million of guarantees on behalf of its subsidiaries and the nonutility subsidiaries have $300 million of authorization for guarantees they can issue on behalf of other nonutility subsidiaries. The nonutility
subsidiaries cannot issue guarantees unless Great Plains Energy is in compliance with its conditions to issue guarantees. Other Commercial Commitments Outstanding KCP&L is contingently liable for guaranteed energy savings under agreements with several customers. KCP&L has entered agreements guaranteeing an aggregate value of approximately $6.4 million over the next six years. In most cases, a subcontractor would indemnify KCP&L for any payments made by KCP&L under these guarantees. Great Plains Energy and KLT Inc. have provided $116.3 million of guarantees to support certain Strategic Energy power purchases and regulatory requirements. At December 31, 2004, guarantees related to Strategic Energy are as follows: Great Plains Energy direct guarantees to counterparties totaling $53.3 million and KLT Inc. direct guarantees to counterparties totaling $0.1 million, with varying expiration dates, Great Plains Energy provides indemnifications to the issuers of surety bonds totaling $29.9 million which expire in 2005, Great Plains Energy guarantees related to letters of credit totaling $25.0 million, which expire in 2005 and 2006 and Great Plains Energy letters of credit totaling $8.0 million. 52 The table above does not include guarantees related to bond insurance policies that KCP&L has as a credit enhancement to its secured 1992 series EIRR bonds totaling $31.0 million and its Series 1993A and 1993B EIRR bonds totaling $79.5 million. The insurance agreement between KCP&L and the issuer of the bond insurance policies provides for reimbursement by KCP&L for any amounts the insurer pays under the bond insurance policies. RISK FACTORS Actual results in future periods for Great Plains Energy and consolidated KCP&L could differ materially from historical results and the forward-looking statements contained in this report. Factors that might cause or contribute to such differences include, but are not limited to, those discussed below. These and many other factors described in this report, including the factors listed in the Cautionary Statements Regarding Certain Forward-Looking Information and Quantitative and Qualitative Disclosures About Market Risks sections of this report, could adversely affect the results of operations and financial position of Great Plains Energy and consolidated KCP&L. Risk factors of consolidated KCP&L are also risk factors for Great Plains Energy. KCP&L Has Operations Risks The operation of KCP&Ls electric generation, transmission and distribution systems involves many risks, including breakdown or failure of equipment or processes; operating limitations that may be imposed by equipment conditions, environmental or other regulatory requirements; fuel supply or fuel transportation reductions or interruptions; and catastrophic events such as fires, explosions, severe weather or other similar occurrences. These events may reduce revenues or increase costs, or both, at KCP&L, and may materially affect KCP&Ls results of operations and financial position. KCP&L And Strategic Energy Are Affected By Demand, Seasonality And Weather The results of operations of KCP&L and Strategic Energy can be materially affected by changes in weather and customer demand. KCP&L and Strategic Energy estimate customer demand based on historical trends, to procure fuel and purchased power. Differences in customer usage from these estimates due to weather or other factors could materially affect KCP&Ls and Strategic Energys results of operations. Weather conditions directly influence the demand for electricity and natural gas and affect the price of energy commodities. KCP&L is significantly impacted by seasonality with approximately one-third of its retail revenues recorded in the third quarter. Strategic Energy is impacted by seasonality, but to a much lesser extent. In addition, severe weather, including but not limited to tornados, snow, rain and ice storms can be destructive causing outages and property damage that can potentially result in additional expenses and lower revenues. KCP&Ls Iatan and Hawthorn power plants use water from the Missouri River for cooling purposes. A continuing drought in the north central United States has led to record low river levels in the Missouri River reservoir system, resulting in lower water and flow levels in the Missouri River. Low water and flow levels can increase KCP&Ls
maintenance costs and, if these levels are low enough, could cause KCP&L to modify plant operations. KCP&L Has Nuclear Exposure KCP&L owns 47% (548 MW) of Wolf Creek. The NRC has broad authority under Federal law to impose licensing and safety-related requirements for the operation of nuclear generation facilities, including Wolf Creek. In the event of non-compliance, the NRC has the authority to impose fines, shutdown the facilities, or both, depending upon its assessment of the severity of the situation, until compliance is achieved. Any revised safety requirements promulgated by the NRC could result in substantial capital expenditures at Wolf Creek. Wolf Creek has the lowest fuel cost per MWh of any of KCP&L's generating units. Although not expected, an extended shut-down of Wolf Creek, whether resulting from NRC action, an incident at the 53 plant or otherwise, could have a substantial adverse effect on KCP&L's results of operations and financial position in the event KCP&L incurs higher replacement power and other costs that are not recovered through rates. If a long-term shut down occurred, the state regulatory commissions could reduce rates by excluding the Wolf Creek investment from rate base. Ownership and operation of a nuclear generating unit exposes KCP&L to risks regarding decommissioning costs at the end of the unit's life. KCP&L contributes annually to a tax-qualified trust fund to be used to decommission Wolf Creek. The funding level assumes a projected level of return on trust assets. If the actual return on trust assets is below the anticipated level, KCP&L could be responsible for the balance of funds required. If returns are lower than the expected level, KCP&L believes a rate increase would be allowed ensuring full recovery of decommissioning costs over the remaining life of the unit. KCP&L is also exposed to other risks associated with the ownership and operation of a nuclear generating unit, including but not limited to potential liability associated with the potential harmful effects on the environment and human health resulting from the operation of a nuclear generating unit and the storage, handling and disposal of radioactive materials, and to potential retrospective assessments and losses in excess of insurance coverage. The Company Is Subject to Environmental Laws and the Incurrence of Environmental Liabilities The Company is subject to regulation by federal, state and local authorities with regard to air and other environmental matters primarily through KCP&Ls operations. The generation, transmission and distribution of electricity produces and requires disposal of certain hazardous products, which are subject to these laws and regulations. In addition to imposing continuing compliance obligations, these laws and regulations authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. Failure to comply with these laws and regulations could have a material adverse effect on Great Plains Energy and consolidated KCP&L results of operations and financial position. KCP&L regularly conducts environmental audits designed to ensure compliance with governmental regulations and to detect contamination. New environmental laws and regulations affecting KCP&Ls operations may be adopted, and new interpretations of existing laws and regulations could be adopted or become applicable to KCP&L or its facilities, which may substantially increase its environmental expenditures in the future. New facilities, or modifications of existing facilities, may require new environmental permits or amendments to existing permits. Delays in the environmental permitting process, denials of permit applications or conditions imposed in permits may materially affect KCP&Ls results of operations and financial position. In addition, KCP&L may not be able to recover all of its costs for environmental expenditures through rates at current levels in the future. Under current law, KCP&L is also generally responsible for any on-site liabilities associated with the environmental condition of its
facilities that it has previously owned or operated, regardless of whether the liabilities arose before, during or after the time it owned or operated the facilities. The incurrence of material environmental costs or liabilities, without related rate recovery, could have a material adverse effect on KCP&Ls results of operations and financial position. See Note 13 to the consolidated financial statements for additional information regarding environmental matters. KCP&L and Strategic Energy Have Commodity Price Risks KCP&L and Strategic Energy engage in the wholesale and retail marketing of electricity and, accordingly, are exposed to risks associated with the price of electricity. Strategic Energy routinely enters into contracts to purchase and sell electricity in the normal course of business. KCP&L generates, purchases and sells electricity in the retail and wholesale markets. 54 Fossil Fuel and Transportation Prices Impact KCP&Ls Costs The majority of KCP&L's rates do not contain an automatic fuel adjustment provision, exposing KCP&L to risk from changes in the market prices of coal and natural gas used to generate power and in the cost of coal and natural gas transportation. Changes in KCP&Ls fuel mix due to electricity demand, plant availability, transportation issues, fuel prices and other factors can also adversely affect KCP&Ls fuel costs. KCP&Ls net income may be adversely affected until increased costs are recovered in rates. KCP&L manages its exposure to coal and coal rail transportation prices through the structure of commercial contracts. KCP&L enters into coal purchase contracts with various suppliers in Wyomings Powder River Basin to hedge significant portions of its projected coal requirements for upcoming years consistent with KCP&L risk management policies. The remainder of KCP&Ls coal requirements are generally insignificant and are fulfilled through additional contracts or spot market purchases. About half of KCP&L's delivered cost of coal is for rail transportation. KCP&L enters into rail transportation contracts to reduce the degree of variability in the delivered cost of coal. Coal rail transportation prices are generally trending upwards, primarily due to rail transportation companies moving away from contract rates to tariff rates, which could impact KCP&L as it
renegotiates rail contracts expiring at the end of 2005. KCP&L also hedges its expected natural gas usage for retail load and firm MWh sales consistent with its risk management policies. KCP&L does not hedge its entire exposure from fossil fuel and transportation price volatility. As a consequence, its results of operations and financial position may be materially impacted by changes in these prices. Wholesale Electricity Prices Affect Costs and Revenues KCP&L's ability to maintain or increase its level of wholesale sales depends on the wholesale market price, transmission availability and the availability of KCP&Ls generation for wholesale sales, among other factors. A substantial portion of KCP&Ls wholesale sales are made in the spot market, and thus KCP&L has immediate exposure to wholesale price changes. Declines in wholesale market price or availability of generation or transmission constraints in the wholesale markets, could reduce KCP&L's wholesale sales and adversely affect KCP&Ls results of operations and financial position. KCP&L is also exposed to risk because at times it purchases power to meet its customers needs. The cost of these purchases may be affected by the timing of customer demand and/or unavailability of KCP&Ls lower-priced generating units. Wholesale power prices can be volatile and generally increase in times of high regional demand and high natural gas prices. As described below, Strategic Energy operates in competitive retail electricity markets, competing against the host utilities and other retail suppliers. Wholesale electricity costs, which account for a significant portion of its operating expenses, can materially affect Strategic Energys ability to attract and retain retail electricity customers at profitable prices. There is also a regulatory lag that slows the adjustment of host public utility rates in response to changes in wholesale prices. This lag can negatively affect Strategic Energys ability to compete in a rising wholesale price environment, which is the current environment. Strategic Energy manages wholesale electricity risk by establishing risk limits and entering into contracts to offset some of its positions to balance energy supply and demand; however, Strategic Energy does not
hedge its entire exposure to electricity price volatility. As a consequence, its results of operations and financial position may be materially impacted by changes in the wholesale price of electricity. Strategic Energy Operates in Competitive Retail Electricity Markets Strategic Energy has several competitors that operate in most or all of the same states in which Strategic Energy serves customers. Some of these competitors also operate in states other than where Strategic Energy has operations. It also faces competition in certain markets from regional suppliers 55 and deregulated utility affiliates formed by holding companies affiliated with regulated utilities to provide retail load in their home market territories. Strategic Energy's competitors vary in size from small companies to large corporations, some of which have significantly greater financial, marketing and procurement resources than Strategic Energy. Additionally, Strategic Energy, as well as its other competitors, must compete with the host utility in order to convince customers to switch from the host utility. Strategic Energys results of operations and financial position are impacted by the success Strategic Energy has in attracting and retaining customers in these markets. Strategic Energy has Wholesale Electricity Supplier Concentration and Credit Risk Credit risk represents the loss that Strategic Energy could incur if a counterparty failed to perform under its contractual obligations. To reduce its credit exposure, Strategic Energy enters into payment netting agreements with certain counterparties that permit Strategic Energy to offset receivables and payables with such counterparties. Strategic Energy further reduces credit risk with certain counterparties by entering into agreements that enable Strategic Energy to terminate the transaction or modify collateral thresholds upon the occurrence of credit-related events. Based on guidelines set by Strategic Energys Exposure Management Committee, counterparty credit risk is monitored by routinely evaluating the credit quality and performance of its suppliers. Among other things, Strategic Energy monitors counterparty credit ratings, liquidity and results of operations. As a result of these evaluations, Strategic Energy establishes counterparty credit limits and adjusts the amount of collateral required from its suppliers, among other measures. Strategic Energy enters into forward contracts with multiple suppliers. At December 31, 2004, Strategic Energys five largest suppliers under forward supply contracts represented 70% of the total future committed purchases. Four of Strategic Energys five largest suppliers, or their guarantors, are rated investment grade and the non-investment grade rated supplier collateralizes its position with Strategic Energy. In the event of supplier non-delivery or default, Strategic Energys results of operations could be affected to the extent the cost of replacement power exceeded the combination of the contracted price with the supplier and the amount of collateral held by Strategic Energy to mitigate its credit risk with the supplier. In addition to the collateral, if any, that the supplier provides, Strategic Energys risk is further mitigated by the obligation of the supplier to make a
default payment equal to the shortfall and to pay liquidated damages in the event of a failure to deliver power. Strategic Energys results of operations could also be affected, in a given period, if it was required to make a payment upon termination of a supplier contract to the extent that the contracted price with the supplier exceeded the market value of the contract at the time of termination.
56 The following table provides information on Strategic Energys credit exposure to suppliers, net of collateral, as of December 31, 2004. It further delineates the exposure by the credit rating of counterparties and provides guidance on the concentration of credit risk and an indication of the maturity of the credit risk by credit rating of the counterparties. External ratings are determined by using publicly available credit ratings of the counterparty. If a counterparty has provided a guarantee by a higher rated entity, the determination has been based on the rating of its guarantor. Internal ratings are determined by, among other things, an analysis of the counterpartys financial statements and consideration of publicly available credit ratings of the counterpartys parent. Investment grade counterparties are those with a minimum senior unsecured debt rating of BBB- from Standard & Poors or Baa3 from Moodys. Exposure before credit collateral has been calculated considering all netting agreements in place, netting accounts payable and receivable exposure with net mark-to-market exposure. Exposure before credit collateral, after consideration of all netting agreements, is impacted significantly by the power supply volume under
contract with a given counterparty and the relationship between current market prices and contracted power supply prices. Credit collateral includes the amount of cash deposits and letters of credit received from counterparties. Net exposure has only been calculated for those counterparties to which Strategic Energy is exposed and excludes counterparties exposed to Strategic Energy. At December 31, 2004, Strategic Energy had exposure before collateral to non-investment grade counterparties totaling $23.6 million, of which 75% is scheduled to mature in less than two years. In addition, Strategic Energy held collateral totaling $19.5 million limiting its exposure to these non-investment grade counterparties to $4.1 million. Strategic Energy is continuing to pursue a strategy of contracting with national and regional counterparties that have direct supplies and assets in the region of demand. Strategic Energy is also 57 continuing to manage its counterparty portfolio through strict margining, collateral requirements and contract based netting of credit exposures against payable balances. Great Plains Energys Ability to Pay Dividends and Meet Financial Obligations Depends on its Subsidiaries Great Plains Energy is a holding company with no significant operations of its own. The primary source of funds for payment of dividends to its shareholders and its financial obligations is dividends paid to it by its subsidiaries. The ability of Great Plains Energys subsidiaries to pay dividends or make other distributions, and, accordingly, Great Plains Energys ability to pay dividends on its common stock and meet its financial obligations, will depend on the actual and projected earnings and cash flow, capital requirements and general financial position of its subsidiaries, as well as on regulatory factors, financial covenants, general business conditions and other matters. The Company has Regulatory Risks The Company is subject to extensive regulation under the 35 Act and Federal and state utility regulation, as described below. Failure to obtain in a timely manner adequate rates or regulatory approvals, adoption of new regulations by Federal or State agencies, or changes to current regulations and interpretations of such regulations may materially affect the Companys business and its results of operations and financial position. The Company is a Registered Holding Company Under the 35 Act Great Plains Energy and its subsidiaries comprise a registered holding company system under the 35 Act, and are subject to certain limitations and approval requirements with respect to matters such as the structure of the holding company system, payment of dividends out of capital, transactions among affiliates, acquisitions, business combinations, the issuance, sale and acquisition of securities and engaging in business activities not directly related to the utility or energy business. KCP&L and Strategic Energy are Impacted by Federal and State Utility Regulation KCP&L is also regulated by the MPSC and KCC with respect to retail rates, accounting matters, standards of service and, in certain cases, the issuance of securities and certification of facilities and service territories. Pursuant to a stipulation entered into in 2002, KCP&L has agreed to file a rate case with the KCC by May 15, 2006. KCP&L currently is engaged in discussions with interested participants, seeking an agreement on a proposed comprehensive energy plan relating to generation additions, environmental and infrastructure improvements, rate recovery and other matters. KCP&L is also subject to regulation by the FERC with respect to wholesale electricity sales and transmission matters and the NRC as to nuclear operations. Strategic Energy is a participant in the wholesale electricity and transmission markets, and is subject to FERC regulation with respect to wholesale electricity sales. Additionally, Strategic Energy is subject to regulation by state regulatory agencies in states where it has retail customers. Each state has a public utility commission and rules related to retail choice. Each state's rules are distinct and may conflict. These rules do not restrict the amount Strategic Energy can charge for its services, but can have an impact on Strategic Energy's ability to provide retail electricity services in each state. Additionally, each state regulates the rates of the host public utility, and the timing and amount of changes in host public utility rates can materially affect Strategic Energys results of operations and financial position. The Company has Financial Market and Ratings Risks The Company relies on access to both short-term money markets and longer-term capital markets as a significant source of liquidity for capital requirements not satisfied by cash flows from operations. KCP&Ls capital requirements are expected to increase substantially over the next several years if its regulatory plan, which includes environmental and generation investments, is approved. The Company believes that it will maintain sufficient access to these financial markets based upon current credit 58 ratings and market conditions. However, changes in market conditions or credit ratings could adversely affect the companies ability to access financial markets and could materially affect their results of operations and financial position. Great Plains Energy, KCP&L and certain of their securities are rated by Moody's and Standard & Poor's. These ratings impact the Companys cost of funds and Great Plains Energys ability to provide credit support for its subsidiaries. Additionally, Great Plains Energy and KCP&L must maintain investment-grade ratings from at least one nationally recognized rating agency as a condition of their 35 Act authorization to issue securities. The Companys Financial Statements Reflect the Application of Critical Accounting Policies The application of the Companys critical accounting policies reflects complex judgments and estimates. These policies include industry-specific accounting applicable to regulated public utilities, accounting for pensions, long-lived assets, derivative instruments and goodwill. The adoption of new GAAP or changes to current accounting policies or interpretations of such policies may materially affect the Companys results of operations and financial position. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK In the normal course of business, Great Plains Energy and consolidated KCP&L face risks that are either non-financial or non-quantifiable. Such risks principally include business, legal, operations and credit risks and are not represented in the following analysis. See Item 7. Managements Discussion and Analysis for further discussion of the companies risk factors. Great Plains Energy and consolidated KCP&L are exposed to market risks associated with commodity price and supply, interest rates and equity prices. Management has established risk management policies and strategies to reduce the potentially adverse effects that the volatility of the markets may have on its operating results. During the normal course of business, under the direction and control of internal risk management committees, the companies hedging strategies are reviewed to determine the hedging approach deemed appropriate based upon the circumstances of each situation. Derivative instruments are frequently utilized to execute risk management and hedging strategies. Derivative instruments are instruments, such as futures, forward contracts, swaps or options that derive their value from underlying assets, indices, reference rates or a combination of these factors. These derivative
instruments include negotiated contracts, which are referred to as over-the-counter derivatives and instruments that are listed and traded on an exchange. The companies maintain commodity-price risk management strategies that use derivative instruments to minimize significant, unanticipated net income fluctuations caused by commodity price volatility. Interest Rate Risk Great Plains Energy manages interest expense and short and long-term liquidity through a combination of fixed rate and variable rate debt. Generally, the amount of each type of debt is managed through market issuance, but interest rate swap and cap agreements with highly rated financial institutions may be used to achieve the desired combination. Using outstanding balances and annualized interest rates as of December 31, 2004, a hypothetical 10% increase in the interest rates associated with variable rate debt would result in an increase of less than $1.0 million in interest expense for 2005. Additionally, interest rates impact the fair value of long-term debt. A change in interest rates would impact the Company to the extent it redeemed any of its outstanding long-term debt. Great Plains Energys and consolidated KCP&Ls book values of long-term debt were between 3% and 4% below fair
values at December 31, 2004. Commodity Risk KCP&L and Strategic Energy engage in the wholesale and retail marketing of electricity and are exposed to risk associated with the price of electricity. 59 KCP&L's wholesale operations include the physical delivery and marketing of power obtained through its generation capacity and long, intermediate and short-term capacity or power purchase agreements. The agreements contain penalties for non-performance to limit KCP&Ls energy price risk on the contracted energy. KCP&L also enters into additional power purchase agreements with the objective of obtaining the most economical energy to meet its physical delivery obligations to its customers. KCP&L is required to maintain a capacity margin of at least 12% of its peak summer demand. This net positive supply of capacity and energy is maintained through its generation assets and capacity and power purchase agreements to protect it from the potential operational failure of one of its owned or contracted power generating units. KCP&L continually evaluates the need for additional risk
mitigation measures in order to minimize its financial exposure to, among other things, spikes in wholesale power prices during periods of high demand. KCP&L's sales include the sales of electricity to its retail customers and bulk power sales of electricity in the wholesale market. KCP&L continually evaluates its system requirements, the availability of generating units, availability and cost of fuel supply, the availability and cost of purchased power and the requirements of other electric systems; therefore, the impact of the hypothetical amounts that follow could be significantly reduced depending on the system requirements and market prices at the time of the increases. A hypothetical 10% decrease in the market price of power could result in a $3.5 million decrease in operating income for 2005 related to wholesale sales of electricity and purchased power. In 2005, approximately 77% of KCP&Ls net MWhs generated are expected to be coal fired. KCP&L currently has almost all of its coal requirements for 2005 under contract. A
hypothetical 10% increase in the market price of coal could result in less than a $1.0 million increase in fuel expense for 2005. KCP&L has also implemented price risk mitigation measures to reduce its exposure to high natural gas prices. A hypothetical 10% increase in natural gas and oil market prices could result in an increase of less than $1.0 million in fuel expense for 2005. As of December 31, 2004, KCP&L had slightly under half of its 2005 projected natural gas usage for retail load and firm MWh sales hedged, which is less than the percentages for 2004 hedged as of December 31, 2003. Strategic Energy maintains a commodity-price risk management strategy that uses forward physical energy purchases and derivative instruments to minimize significant, unanticipated net income fluctuations caused by commodity-price volatility. In certain markets where Strategic Energy operates, entering into forward fixed price contracts is cost prohibitive. Derivative instruments, primarily swaps, are used to limit the unfavorable effect that price increases will have on electricity purchases, effectively fixing the future purchase price of electricity for the applicable forecasted usage and protecting Strategic Energy from significant price volatility. A hypothetical 10% increase in the cost of purchased power could result in less than $1.0 million increase in purchased power expense for 2005. The effectiveness of the companies policies and procedures for managing risk exposure can never be completely estimated or fully assured. The Company could experience losses, which could have a material adverse effect on its results of operations or financial position, from unexpectedly large or rapid movements or disruptions in the energy markets, from regulatory-driven market rule changes and/or bankruptcy of customers or counterparties. Equity Price Risk KCP&L maintains trust funds, as required by the NRC, to fund certain costs of decommissioning its Wolf Creek nuclear power plant. KCP&L does not expect Wolf Creek decommissioning to start before 2025. As of December 31, 2004, these funds were invested primarily in domestic equity securities and fixed income securities and are reflected at fair value on KCP&Ls balance sheets. The mix of securities is designed to provide returns to be used to fund decommissioning and to compensate for inflationary increases in decommissioning costs; however, the equity securities in the trusts are exposed to price fluctuations in equity markets and the value of fixed rate fixed income securities are exposed to changes in interest rates. Investment performance and asset allocation are periodically 60 reviewed. A hypothetical increase in interest rates resulting in a hypothetical 10% decrease in the value of the fixed income securities would have resulted in a $4.2 million reduction in the value of the decommissioning trust funds at December 31, 2004. A hypothetical 10% decrease in equity prices would have resulted in a $3.9 million reduction in the fair value of the equity securities at December 31, 2004. KCP&L's exposure to equity price market risk associated with the decommissioning trust funds is in large part mitigated due to the fact that KCP&L is currently allowed to recover its decommissioning costs in its rates. KLT Investments has affordable housing notes that require the greater of 15% of the outstanding note balances or the next annual installment to be held as cash, cash equivalents or marketable securities. A hypothetical 10% decrease in market prices of the securities held as collateral could result in a decrease of less than $1.0 million in pre-tax net income for 2005. 61 62 63 64 65 66 67 68 69 70 71 72 73 GREAT PLAINS ENERGY INCORPORATED KANSAS CITY POWER & LIGHT COMPANY Notes to Consolidated Financial Statements The notes to consolidated financial statements that follow are a combined presentation for Great Plains Energy Incorporated and Kansas City Power & Light Company, both registrants under this filing. The terms Great Plains Energy, Company, KCP&L and consolidated KCP&L are used throughout this report. Great Plains Energy and the Company refer to Great Plains Energy Incorporated and its consolidated subsidiaries, unless otherwise indicated. KCP&L refers to Kansas City Power & Light Company, and consolidated KCP&L refers to KCP&L and its consolidated subsidiaries. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Great Plains Energy, a Missouri corporation incorporated in 2001, is a public utility holding company registered with and subject to the regulation of the Securities and Exchange Commission (SEC) under the Public Utility Holding Company Act of 1935, as amended (35 Act). Great Plains Energy does not own or operate any significant assets other than the stock of its subsidiaries. Great Plains Energy has five direct subsidiaries: KCP&L is an integrated, regulated electric utility, which provides electricity to customers primarily in the states of Missouri and Kansas. KCP&Ls wholly owned subsidiary, Home Service Solutions Inc. (HSS) has invested in Worry Free Service, Inc. (Worry Free). HSS entered into a letter of intent to sell Worry Free in December 2004 and closed the sale in February 2005. Prior to the June 2003 disposition of R.S. Andrews Enterprises, Inc. (RSAE), HSS held an investment in RSAE. See Note 7 for additional information concerning the June 2003 disposition of RSAE. KLT Inc. is an intermediate holding company that primarily holds, directly or indirectly, interests in Strategic Energy, L.L.C. (Strategic Energy) and affordable housing limited partnerships. Strategic Energy provides competitive electricity supply services in several electricity markets offering retail choice. KLT Inc. wholly owns KLT Gas Inc. (KLT Gas). In February 2004, the Board of Directors approved the sale of the KLT Gas natural gas properties (KLT Gas portfolio) and discontinuation of the gas business. KLT Gas completed sales of substantially all of the KLT Gas portfolio in 2004. See Note 6 for additional information. Great Plains Power Incorporated (GPP) focuses on the development of wholesale generation. Management decided during 2002 to limit the operations of GPP to the siting and permitting process that began in 2001 for potential new generation. GPP has made no significant investments to date. Innovative Energy Consultants Inc. (IEC) is an intermediate holding company that holds an indirect interest in Strategic Energy. IEC does not own or operate any assets other than its indirect interest in Strategic Energy. When combined with KLT Inc.s indirect interest in Strategic Energy, the Company owns just under 100% of the indirect interest in Strategic Energy. Great Plains Energy Services Incorporated (Services) was formed to provide services at cost to Great Plains Energy and its subsidiaries, including consolidated KCP&L, as a service company under the 35 Act. The operations of Great Plains Energy and its subsidiaries are divided into two reportable segments, KCP&L and Strategic Energy. Great Plains Energys legal structure differs from the functional management and financial reporting of its reportable segments. Other activities not considered a 74 reportable segment include the operations of HSS, GPP, Services, all KLT Inc. operations other than Strategic Energy, and holding company operations. Financial Statement Presentation Certain prior year amounts have been reclassified to conform to current year presentation. Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with original maturities of three months or less. For Great Plains Energy this includes Strategic Energys cash held in trust of $21.0 million and $16.1 million at December 31, 2004 and 2003, respectively. Strategic Energy has entered into collateral arrangements with selected electricity power suppliers that require selected customers to remit payment to lockboxes that are held in trust and managed by a Trustee. As part of the trust administration, the Trustee remits payment to the supplier of electricity purchased by Strategic Energy. On a monthly basis, any remittances into the lockboxes in excess of disbursements to the supplier are remitted back to Strategic Energy. Restricted Cash Strategic Energy has entered into Master Power Purchase and Sale Agreements with its power suppliers. Certain of these agreements contain provisions whereby, to the extent Strategic Energy has a net exposure to the purchased power supplier, collateral requirements are to be maintained. Collateral posted in the form of cash to Strategic Energy is restricted by agreement, but would become unrestricted in the event of a default by the purchased power supplier. Restricted cash collateral at December 31, 2004 and 2003, was $7.7 million and $20.9 million, respectively. Fair Value of Financial Instruments The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value. Nonutility Property and Investments Consolidated KCP&L's investments and nonutility property includes the nuclear decommissioning trust fund recorded at fair value. Fair value is based on quoted market prices of the investments held by the fund. In addition to consolidated KCP&Ls investments, Great Plains Energys investments and nonutility property include KLT Investments Inc.s (KLT Investments) affordable housing limited partnerships. The fair value of KLT Investments' affordable housing limited partnership total portfolio, based on the discounted cash flows generated by tax credits, tax deductions and sale of properties, approximates book value. The fair values of other various investments are not readily determinable and the investments are therefore stated at cost. Long-term Debt The incremental borrowing rate for similar debt was used to determine fair value if quoted market prices were not available. Great Plains Energys and consolidated KCP&Ls book values of long-term debt were between 3% and 4% below fair values at December 31, 2004. Derivative Instruments The Company accounts for derivative instruments in accordance with Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended. This statement generally requires derivative instruments to be recorded on the balance sheet at fair value and establishes criteria for designation and effectiveness of hedging relationships. The Company enters into derivative contracts to manage its exposure to commodity price fluctuations and interest rate risk. All derivative instruments are used solely for hedging purposes and are not issued or held for speculative reasons. 75 The Companys policy is to elect normal purchases and normal sales exception (NPNS), in accordance with SFAS No. 133, for derivative contracts that qualify for this accounting treatment. The appropriate accounting treatment for NPNS designation for derivative contracts is accrual accounting, which requires the effects of the derivative to be recorded when the derivative contract settles. The Company records derivative instruments that are not accounted for as NPNS as assets or liabilities on the consolidated balance sheets at fair value. The fair value of derivative instruments is estimated using market quotes, over-the-counter forward price and volatility curves and correlation among power and fuel prices, net of estimated credit risk. Changes in the fair value of derivatives are recorded each period in net income unless specific hedge accounting criteria are met. Changes in the fair value of derivative instruments recorded to other comprehensive income (OCI) are reclassified to revenues and expenses in the period when the forecasted transaction occurs. The portion of the change in fair value of a derivative instrument determined to be ineffective is immediately recognized in net income. See Note 21 for additional information regarding derivative financial instruments and hedging activities. Investments in Affordable Housing Limited Partnerships At December 31, 2004, KLT Investments had $41.3 million in affordable housing limited partnerships. Approximately 65% of these investments were recorded at cost; the equity method was used for the remainder. Tax expense is reduced in the year tax credits are generated. The investments generate future cash flows from tax credits and tax losses of the partnerships. The investments also generate cash flows from the sales of the properties. For most investments, tax credits are received over ten years. A change in accounting principle relating to investments made after May 19, 1995, requires the use of the equity method when a company owns more than 5% in a limited partnership investment. Of the investments recorded at cost, $26.0 million exceed this 5% level but were made before May 19, 1995. Management does not anticipate making additional investments in affordable housing limited
partnerships at this time. On a quarterly basis, KLT Investments compares the cost of those properties accounted for by the cost method to the total of projected residual value of the properties and remaining tax credits to be received. Based on the latest comparison, KLT Investments reduced its investments in affordable housing limited partnerships by $7.5 million, $11.0 million and $9.0 million in 2004, 2003 and 2002, respectively. These amounts are included in Non-operating expenses on Great Plains Energys consolidated statements of income. The properties underlying the partnership investments are subject to certain risks inherent in real estate ownership and management. Natural Gas Properties Included in Assets of Discontinued Operations During 2004, KLT Gas completed sales of substantially all of the KLT Gas portfolio, and natural gas properties had a zero-balance at December 31, 2004. At December 31, 2003, natural gas property and equipment included in Assets of Discontinued Operations on Great Plains Energys consolidated balance sheets totaled $9.8 million, net of $63.8 million of accumulated depreciation and impairments. See Note 6 for information regarding the impairment and sale of KLT Gas assets and discontinued operations. Other Nonutility Property Great Plains Energys and consolidated KCP&Ls other nonutility property includes land, buildings, vehicles, general office equipment and software and is recorded at historical cost, net of accumulated depreciation, and has a range of estimated useful lives of 3 to 50 years. Utility Plant KCP&L's utility plant is stated at historical costs of construction. These costs include taxes, an allowance for the cost of borrowed and equity funds used to finance construction and payroll-related costs, including pensions and other fringe benefits. Replacements, improvements and additions to 76 units of property are capitalized. Repairs of property and replacements of items not considered to be units of property are expensed as incurred (except as discussed under Wolf Creek Refueling Outage Costs). When property units are retired or otherwise disposed, the original cost, net of salvage, is charged to accumulated depreciation. Substantially all utility plant is pledged as collateral for KCP&Ls mortgage bonds under the General Mortgage Indenture and Deed of Trust dated December 1, 1986, as supplemented. The balances of utility plant in service with a range of estimated useful lives are listed in the following table. Through December 31, 2004, KCP&L had received $194.8 million in insurance recoveries related to property destroyed in the 1999 explosion at the Hawthorn No. 5 generating unit. An additional $10.0 million in insurance recoveries was received in early 2005. Additionally, KCP&L filed suit against multiple defendants who are alleged to have responsibility for the explosion. Various defendants have settled with KCP&L for a total of $38.2 million through December 31, 2004, of which $18.5 million was recorded as a recovery of capital expenditures. Recoveries received related to property destroyed and subrogation settlements recorded as a recovery of capital expenditures have been recorded as an increase in accumulated depreciation. As prescribed by the Federal Energy Regulatory Commission (FERC), Allowance for Funds used During Construction (AFDC) is charged to the cost of the plant. AFDC is included in the rates charged to customers by KCP&L over the service life of the property. AFDC equity funds are included as a non-cash item in non-operating income and AFDC borrowed funds are a reduction of interest charges. The rates used to compute gross AFDC are compounded semi-annually and averaged 8.6% in 2004, 8.2% in 2003 and 4.4% in 2002. In 2001, the American Institute of Certified Public Accountants issued an exposure draft on a proposed Statement of Position (SOP) Accounting for Certain Costs and Activities Related to Property, Plant, and Equipment. In 2004, the Financial Accounting Standards Board (FASB) objected to final clearance of the proposed SOP and removed the project from its agenda. No further discussion or action related to this SOP is expected. Depreciation, Depletion and Amortization Depreciation and amortization of KCP&Ls utility plant other than nuclear fuel is computed using the straight-line method over the estimated lives of depreciable property based on rates approved by state regulatory authorities. Annual depreciation rates average about 3%. Nuclear fuel is amortized to fuel expense based on the quantity of heat produced during the generation of electricity. Depreciation of nonutility property is computed using the straight-line method. Consolidated KCP&Ls nonutility property annual depreciation rates for 2004, 2003 and 2002 were 12.3%, 11.5% and 10.7%, respectively. Other Great Plains Energy nonutility property annual depreciation rates for 2004, 2003 and 2002 were 24.2%, 21.2% and 15.7%, respectively. Other Great Plains Energys nonutility property 77 includes Strategic Energys depreciable assets, which are primarily software costs and are amortized over a shorter time period, three years, resulting in a higher annual depreciation rate. As part of the acquisition of additional interest in Strategic Energy, IEC recorded intangible assets that have finite lives and are subject to amortization. These intangible assets include the fair value of acquired supply contracts, customer relationships and asset information systems, which are being amortized over 28, 72 and 44 months, respectively. See Note 8 for additional discussion of the May 2004 acquisition of an additional indirect interest in Strategic Energy. Natural gas properties sold in 2004 were included in Assets of Discontinued Operations in 2003. Depletion, depreciation and amortization of natural gas properties were calculated using the units of production method. After deciding to exit the gas business, the Company ceased recording depletion and as such, there was no significant depletion recorded in 2004. The depletion per mmBtu was $2.78 in 2003 and $4.61 in 2002. The depletion per mmBtu in 2002 reflected downward revisions in reserve estimates. Unproved gas properties were not amortized but were assessed for impairment either individually or on an aggregated basis. Spent Nuclear Fuel and Radioactive Waste Under the Nuclear Waste Policy Act of 1982, the Department of Energy (DOE) is responsible for the permanent disposal of spent nuclear fuel. KCP&L pays the DOE a quarterly fee of one-tenth of a cent for each kilowatt-hour of net nuclear generation delivered and sold for the future disposal of spent nuclear fuel. These disposal costs are charged to fuel expense. In 2002, the U.S. Senate approved Yucca Mountain, Nevada as a long-term geologic repository. The DOE is currently in the process of preparing an application to obtain the Nuclear Regulatory Commission (NRC) license to proceed with construction of the repository. Management cannot predict when this site may be available. Under current DOE policy, once a permanent site is available, the DOE will accept spent nuclear fuel first from the owners with the oldest spent fuel. Wolf Creek Generating Station (Wolf Creek) has completed an on-site storage
facility that is designed to hold all spent fuel generated at the plant through the end of its 40-year licensed life in 2025. In January 2004, KCP&L and the other two Wolf Creek owners filed suit against the United States in the U.S. Court of Federal Claims seeking an unspecified amount of monetary damages resulting from the governments failure to begin accepting spent fuel for disposal in January 1998, as the government was required to do by the Nuclear Waste Policy Act of 1982. About sixty other similar cases are pending before that court, four of which went to trial in 2004. Another federal court already has determined that the government breached its obligation to begin accepting spent fuel for disposal. The questions now before the court in the pending cases are whether and to what extent the utilities are entitled to monetary damages for that breach. KCP&L cannot predict the outcome of the Wolf Creek case. Wolf Creek Refueling Outage Costs KCP&L accrues forecasted incremental costs to be incurred during scheduled Wolf Creek refueling outages monthly over the unit's operating cycle, normally about 18 months. Estimated incremental costs, which include operating, maintenance and replacement power expenses, are based on budgeted outage costs and the estimated outage duration. Changes to or variances from those estimates are recorded when known or are probable. Nuclear Plant Decommissioning Costs The Missouri Public Service Commission (MPSC) and The State Corporation Commission of the State of Kansas (KCC) require KCP&L and the other owners of Wolf Creek to submit an updated decommissioning cost study every three years. The most recent study was submitted to the MPSC and the KCC on August 30, 2002, and is the basis for the decommissioning cost estimates in the following 78 table. Both the MPSC and the KCC have accepted the 2002 cost estimate as filed and have approved funding schedules for this cost estimate. The MPSC-approved schedule assumes funding through the expiration of Wolf Creeks current NRC operating license (2025). The KCC-approved schedule assumes that Wolf Creek will be granted a 20-year license extension and, thus, assumes funding through 2045. At this time, the owners of Wolf Creek have neither sought nor received a license extension from the NRC. The escalation rates and return on assets assumptions shown in the following table are those that were last explicitly approved by the MPSC and the KCC. The decommissioning cost estimates are based on the immediate dismantlement method and include the costs of decontamination, dismantlement and site restoration. KCP&L does not expect plant decommissioning to start before 2025. KCP&L currently contributes about $3.6 million annually to a tax-qualified trust fund to be used to decommission Wolf Creek. These costs are charged to other operating expense and recovered in billings to customers. If the actual return on trust assets is below the anticipated level, KCP&L believes a rate increase would be allowed ensuring full recovery of decommissioning costs over the remaining life of the station. The trust fund balance, including reinvested earnings, was $84.1 million and $75.0 million at December 31, 2004 and 2003, respectively. The related liabilities for decommissioning are included in Asset Retirement Obligations (ARO). The Company adopted SFAS No. 143, "Accounting for Asset Retirement Obligations" on January 1, 2003. See Note 16 for discussion of ARO including those associated with nuclear plant decommissioning costs. Regulatory Matters KCP&L is subject to the provisions of SFAS No. 71, Accounting for the Effects of Certain Types of Regulation. Pursuant to SFAS No. 71, KCP&L defers items on the balance sheet resulting from the effects of the ratemaking process, which would not be recorded in accordance with Generally Accepted Accounting Principles (GAAP) if KCP&L were not regulated. See Note 4 for additional information concerning regulatory matters. Revenue Recognition KCP&L and Strategic Energy recognize revenues on sales of electricity when the service is provided. Receivables recorded at December 31, 2004 and 2003, include $31.2 million and $28.4 million, 79 respectively, for electric services provided but not yet billed by KCP&L, and $103.0 million and $81.2 million, respectively, for electric services provided, but not yet billed by Strategic Energy. See Note 3 for additional information on receivables. Strategic Energy primarily purchases power under forward physical delivery contracts to supply electricity to its retail energy customers. Strategic Energy sells any excess retail supply of electricity back into the wholesale market. The proceeds from the sale of excess supply of electricity are recorded as a reduction of purchased power. The amount of excess retail supply sales that reduced purchased power was $265.2 million, $160.4 million and $126.4 million in 2004, 2003 and 2002, respectively. Allowance for Doubtful Accounts This reserve represents estimated uncollectible accounts receivable and is based on managements judgment considering historical loss experience and the characteristics of existing accounts. Provisions for losses on receivables are charged to income to maintain the allowance at a level considered adequate to cover losses. Receivables are charged off against the reserve when they are deemed to be uncollectible. Property Gains and Losses Net gains and losses from the sales of assets, businesses and asset impairments are recorded in operating expenses. See Note 2 for information regarding the sale of RSAE. Asset Impairments Long-lived assets and finite lived intangible assets subject to amortization are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable as prescribed under SFAS No. 144 Accounting for the Impairment or Disposal of Long-lived Assets. SFAS No. 144 requires that if the sum of the undiscounted expected future cash flows from an asset to be held and used is less than the carrying value of the asset, an asset impairment must be recognized in the financial statements. The amount of impairment recognized is the excess of the carrying value of the asset over its fair value. In December 2004, HSS entered into a letter of intent to sell Worry Free and recorded an asset impairment based on the valuation performed in connection with the sale. Goodwill and indefinite lived intangible assets are tested for impairment at least annually and more frequently when indicators of impairment exist as prescribed under SFAS No. 142. SFAS No. 142 requires that if the fair value of a reporting unit is less than its carrying value including goodwill, an impairment charge for goodwill must be recognized in the financial statements. To measure the amount of the impairment loss to recognize, the implied fair value of the reporting unit goodwill would be compared with its carrying value. See Note 5 for additional information. Income Taxes In accordance with SFAS No. 109, Accounting for Income Taxes, Great Plains Energy has recognized deferred taxes for all temporary book to tax differences using the liability method. The liability method requires that deferred tax balances be adjusted to reflect enacted tax rates that are anticipated to be in effect when the temporary differences reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized. Great Plains Energy and its subsidiaries file consolidated federal and combined and separate state income tax returns. Income taxes for consolidated or combined subsidiaries are allocated to the subsidiaries based on separate company computations of income or loss. In accordance with 35 Act requirements and the Companys intercompany tax allocation agreement, the holding company also 80 allocates its own net income tax benefits to its direct subsidiaries based on the positive income of each company in the consolidated federal or combined state returns. Consistent with the ratemaking treatment, KCP&L uses the separate return method, adjusted for the allocation of parent company tax benefits, to compute its income tax provision. KCP&L has established a regulatory asset for the additional future revenues to be collected from customers for deferred income taxes. Tax credits are recognized in the year generated except for certain KCP&L investment tax credits that have been deferred and amortized over the remaining service lives of the related properties. Environmental Matters Environmental costs are accrued when it is probable a liability has been incurred and the amount of the liability can be reasonably estimated. Stock Options The Company has an equity compensation plan, which is described more fully in Note 10. The Company adopted the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, for its stock options as of January 1, 2003. The Company has elected to use the modified prospective method of adoption as prescribed under SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure. Under the modified prospective method of adoption, stock option compensation cost recognized beginning January 1, 2003, is the same as if the fair value recognition provisions of SFAS No. 123 had been applied to all stock options granted after October 1, 1995. In December 2004, FASB issued SFAS No. 123 (revised 2004) Share-Based Payment, effective for reporting periods beginning after June 15, 2005. Management has determined that this statement will not have a significant impact on the Companys results of operations and financial position. The following table illustrates the effect on net income and earnings per common share (EPS) for Great Plains Energy as if the fair value method had been applied in preparing the 2002 financial statements. Basic and Diluted Earnings per Common Share Calculation There was no significant dilutive effect on Great Plains Energys EPS from other securities in 2004, 2003 and 2002. To determine basic EPS, preferred stock dividend requirements are deducted from income from continuing operations and net income before dividing by average number of common shares outstanding. The earnings (loss) per share impact of discontinued operations, net of income taxes, is determined by dividing discontinued operations, net of income taxes, by the average number of common shares outstanding. Diluted EPS assumes the issuance of common shares applicable to 81 stock options, performance shares, restricted stock and FELINE PRIDES calculated using the treasury stock method. The following table reconciles Great Plains Energys basic and diluted EPS from continuing operations. As of December 31, 2004 and 2003, there were no anti-dilutive shares applicable to stock options, performance shares or restricted stock. As of December 31, 2004, 6.5 million FELINE PRIDES had no dilutive effect because the number of common shares to be issued in accordance with the settlement rate described in Note 19, assuming applicable market value equal to the average price during the period, would be equal to the number of shares Great Plains Energy could re-purchase in the market at the average price during the period. Options to purchase 394,723 shares of common stock as of December 31, 2002, were excluded from the computation of diluted EPS because they were anti-dilutive due to the option exercise prices being greater than the average market price of the common shares during the period. In February 2005, the Board of Directors declared a quarterly dividend of $0.415 per share on Great Plains Energys common stock. The common dividend is payable March 21, 2005, to shareholders of record as of February 28, 2005. The Board of Directors also declared regular dividends on the preferred stock, payable June 1, 2005, to shareholders of record on May 10, 2005. 82 2. SUPPLEMENTAL CASH FLOW INFORMATION Significant Non-Cash Items Asset Retirement Obligations KCP&L adopted SFAS No. 143 on January 1, 2003, and recorded a liability for ARO of $99.2 million and increased property and equipment, net of accumulated depreciation, by $18.3 million. KCP&L is a regulated utility subject to the provisions of SFAS No. 71, and management believes it is probable that any differences between expenses under SFAS No. 143 and expenses recovered currently in rates will be recoverable in future rates. As a result, the $16.3 million net cumulative effect of the adoption of SFAS No. 143 was recorded as a regulatory asset; therefore, it had no impact on net income. The adoption of SFAS No. 143 had no effect on Great Plains Energy and consolidated KCP&Ls cash flows. FIN 46 KCP&L consolidated the Lease Trust and de-consolidated KCPL Financing I in 2003, as required by FASB Interpretation (FIN) No. 46, Consolidation of Variable Interest Entities, as amended. As a result of the consolidation of the Lease Trust, Great Plains Energys and consolidated KCP&Ls long-term 83 debt increased $143.8 million. The consolidation of the Lease Trust had no effect on Great Plains Energys and consolidated KCP&Ls cash flows. See Note 13 for additional information concerning the consolidation of the Lease Trust. Prior to the de-consolidation of KCPL Financing I, Great Plains Energy and consolidated KCP&L reflected $150 million of 8.3% preferred securities issued by KCPL Financing I on their respective balance sheets. As a result of the de-consolidation, Great Plains Energys and consolidated KCP&Ls other nonutility property and investments increased $4.6 million representing the investment in the common securities of KCPL Financing I, and long-term debt increased $154.6 million representing the 8.3% Junior Subordinated Deferrable Interest Debentures issued by KCP&L and held by KCPL Financing I. The de-consolidation of KCPL Financing I had no effect on Great Plains Energys and consolidated KCP&Ls cash flows. Minimum Pension Liability Primarily as a result of lower discount rates and historical losses in the market value of plan assets, the Company recorded a minimum pension liability of $84.2 million offset by an intangible asset of $15.6 million and OCI of $68.6 million ($42.3 million net of tax) in 2004. In 2003, the Companys minimum pension liability was $78.4 million offset by an intangible asset of $17.4 million and OCI of $61.0 million ($37.2 million net of tax). Recording the minimum pension liabilities had no effect on Great Plains Energys and consolidated KCP&Ls cash flows. RSAE Disposition In 2003, HSS completed the disposition of its interest in RSAE. See Note 7 for additional information concerning the disposition of RSAE. The following table summarizes Great Plains Energys and consolidated KCP&Ls loss from discontinued operations as a result of this transaction. DTI Bankruptcy On December 31, 2001, a subsidiary of KLT Telecom Inc. (KLT Telecom), DTI Holdings, Inc. and its subsidiaries, Digital Teleport, Inc. and Digital Teleport of Virginia, Inc., filed separate voluntary petitions in the Bankruptcy Court for the Eastern District of Missouri for reorganization under Chapter 11 of the U.S. Bankruptcy Code, which cases were procedurally consolidated. DTI Holdings and its two subsidiaries are collectively called DTI. In December 2002, Digital Teleport entered into an agreement to sell substantially all of its assets to CenturyTel Fiber Company II, LLC, a nominee of CenturyTel, Inc., which was approved by the Bankruptcy Court and closed in 2003. KLT Telecom received $19.2 million in 2003 related to the confirmation of the DTI bankruptcy. Pending final resolution of the MODOR Claim and the litigation regarding the put option of a minority shareholder, the effect of the DTI bankruptcy on the Company has been resolved. See Note 15 for information regarding the MODOR Claim and the put option.
84 The following table summarizes Great Plains Energys gain on the sale of DTI assets. Strategic Energy Acquisition During November 2002, Great Plains Energy indirectly acquired an additional 6% ownership in Strategic Energy through its subsidiary IEC. The $15.1 million consideration paid for the 6% ownership consisted of $8.0 million in Great Plains Energy common stock and promissory notes of $4.7 million (issued by Great Plains Energy) and $2.4 million (issued by IEC). The promissory notes were paid in January 2003. This transaction had no effect on Great Plains Energys cash flows for the year ended December 31, 2002. See Note 8 for information regarding the purchase of an additional indirect interest in Strategic Energy in 2004. 3. RECEIVABLES The Companys receivables are detailed in the following table. KCP&L entered into a revolving agreement to sell all of its right, title and interest in the majority of its customer accounts receivable to Kansas City Power & Light Receivables Company (Receivables Company), which in turn sold most of the receivables to outside investors. Accounts receivable sold under this revolving agreement totaled $84.9 million and $87.9 million at December 31, 2004 and 2003, respectively. These sales included unbilled receivables of $31.2 million and $28.4 million at December 31, 2004 and 2003, respectively. As a result of the sale to outside investors, Receivables Company received up to $70 million in cash, which was forwarded to KCP&L as consideration for its sale. At December 31, 2004 and 2003, Receivables Company had received $65.0 million and $70.0 million in cash, respectively. The agreement was structured as a true sale under which the creditors
of Receivables Company were entitled to be satisfied out of the assets of Receivables Company prior to any value being returned to KCP&L or its creditors. The agreement expired in January 2005 and was not renewed by KCP&L. KCP&L is currently evaluating alternatives to replace this agreement and intends to enter into a new agreement in 2005. Under the agreement, KCP&L sold its receivables at a fixed price based upon the expected cost of funds and charge-offs. These costs comprised KCP&Ls loss on the sale of accounts receivable. 85 KCP&L serviced the receivables and received an annual servicing fee of 0.25% of the outstanding principal amount of the receivables sold and retained any late fees charged to customers. Information regarding KCP&Ls sale of accounts receivable is reflected in the following table. Consolidated KCP&Ls other receivables at December 31, 2004 and 2003, consist primarily of receivables from partners in jointly owned electric utility plants, wholesale sales receivables and accounts receivable held by Worry Free. The December 31, 2003, amounts also included insurance recoveries. Great Plains Energys other receivables at December 31, 2004 and 2003, are primarily the accounts receivable held by Strategic Energy including unbilled receivables of $103.0 million and $81.2 million, respectively. 4. REGULATORY MATTERS Regulatory Assets and Liabilities KCP&L is subject to the provisions of SFAS No. 71. Accordingly, KCP&L has recorded assets and liabilities on its balance sheet resulting from the effects of the ratemaking process, which would not be recorded under GAAP for non-regulated entities. Regulatory assets represent costs incurred that have been deferred because future recovery in customer rates is probable. Regulatory liabilities generally represent probable future reductions in revenue or refunds to customers. KCP&Ls continued ability to meet the criteria for application of SFAS No. 71 may be affected in the future by competitive forces and restructuring in the electric industry. In the event that SFAS No. 71 no longer applied to all, or a separable portion, of KCP&Ls operations, the related regulatory assets and liabilities would be written off unless an appropriate regulatory recovery mechanism is provided.
Additionally, these factors could result in an impairment of utility plant assets if the cost of the assets could not be expected to be recovered in customer rates. Whether an asset has been impaired is determined pursuant to SFAS No. 144. 86 The Company adopted SFAS No. 143 on January 1, 2003, and recorded liabilities for legal obligations to retire assets. In conjunction with the adoption of SFAS No. 143, non-legal costs of removal were reclassified for all periods presented from accumulated depreciation to a regulatory asset. See Note 16 for discussion of ARO. The change in the depreciable life of Wolf Creek in 2003 was the result of the KCC stipulation and agreement discussed below. Retail Rate Matters At the end of January 2002, a severe ice storm occurred throughout large portions of the Midwest, including the greater Kansas City metropolitan area. In 2002, the KCC approved a stipulation and agreement regarding the treatment of the $16.5 million Kansas jurisdictional portion of the ice storm costs. Pursuant to the stipulation and agreement, KCP&L implemented a retail rate reduction January 1, 2003, and began calculating depreciation expense on Wolf Creek using a 60-year life instead of a 40-year life. As a result of the stipulation and agreement, KCP&Ls retail revenues decreased approximately $12.5 million and depreciation expense decreased approximately $7.7 million annually beginning in 2003. The reduction in depreciation expense has been recorded as a regulatory asset, as discussed above. KCP&L also agreed to file a rate case by May 15, 2006. In 2002, the MPSC approved KCP&Ls application for an accounting authority order related to the Missouri jurisdictional portion of the storm costs. The order allows KCP&L to defer and amortize $20.1 million, representing the Missouri portion of the storm costs, through January 2007. The amortization, which began in September 2002, is approximately $4.6 million annually for the remainder of the amortization period. The amortization totaled $1.5 million in 2002. 5. GOODWILL AND INTANGIBLE PROPERTY In accordance with SFAS No. 142, goodwill is tested for impairment upon adoption and at least annually thereafter. The annual test must be performed at the same time each year. Strategic Energys annual impairment tests, conducted September 1, have been completed and there were no impairments of the Strategic Energy goodwill in 2004, 2003 or 2002. Goodwill reported on Great Plains Energys consolidated balance sheets associated with the Companys ownership in Strategic Energy was $86.8 million and $26.1 million at December 31, 2004 and 2003, respectively. 87 See Note 8 for additional information concerning the acquisition of an additional indirect interest in Strategic Energy in 2004. As a result of the transition impairment test of RSAE goodwill related to the adoption of SFAS No. 142 in 2002, the Company recorded a $3.0 million write-down of goodwill as a cumulative effect of a change in accounting principle. See Note 7 for additional information concerning the June 2003 disposition of RSAE. Other Intangible Assets and Liabilities KCP&Ls electric utility plant on the consolidated balance sheets included intangible computer software of $27.4 million, net of accumulated amortization of $61.3 million, in 2004 and $33.6 million, net of accumulated amortization of $52.5 million, in 2003. Other intangible assets on Great Plains Energys consolidated balance sheets include other intangible computer software of $2.0 million, net of accumulated amortization of $3.4 million, in 2004 and $2.7 million, net of accumulated amortization of $1.8 million, in 2003. See Note 8 for information concerning the intangible assets and liabilities recorded as a result of the acquisition of an additional indirect interest in Strategic Energy. Assets of Discontinued Operations on Great Plains Energys consolidated balance sheets included no intangible assets at December 31, 2004, and included gross intangible drilling costs, before impairments, of $32.0 million at December 31, 2003. Assets of Discontinued Operations, including intangible drilling costs, were significantly written down at the end of 2003 in aggregate at the property level. See Note 6 for additional information. 6. KLT GAS DISCONTINUED OPERATIONS In February 2004, the Board of Directors approved the sale of the KLT Gas portfolio and discontinuation of the gas business. Consequently, in 2004, the KLT Gas portfolio was reported as discontinued operations and KLT Gas historical activities were reclassified in accordance with SFAS No. 144 for all periods presented. In 2004, KLT Gas completed sales of substantially all of the KLT Gas portfolio for $23.5 million cash, net of $1.4 million of transaction costs. During 2003, the Company recorded a loss of $33.5 million in Discontinued Operations, net of income taxes, as a result of impairments recognized in accordance with SFAS No. 144. The following table summarizes the discontinued operations.
88 Assets and liabilities of the discontinued operations are summarized in the following table. 7. DISPOSITION OF OWNERSHIP INTEREST IN R.S. ANDREWS ENTERPRISES, INC. On June 13, 2003, HSS board of directors approved a plan to dispose of its interest in residential services provider RSAE. On June 30, 2003, HSS completed the disposition of its interest in RSAE. The financial statements reflect RSAE as discontinued operations for all periods presented as prescribed under SFAS No. 144. The following table summarizes the discontinued operations. 8. ACQUISITION OF ADDITIONAL INDIRECT INTEREST IN STRATEGIC ENERGY Effective May 6, 2004, Great Plains Energy, through IEC, completed its purchase of an additional 11.45% indirect interest in Strategic Energy bringing Great Plains Energys indirect ownership interest in Strategic Energy to just under 100%. The Company paid cash of $90.0 million, including $1.2 million of transaction costs. In accordance with the purchase terms, the Company also recorded a $0.9 million liability for 2004 fractional dividends to the previous owner for its share of 2004 budgeted Strategic Energy dividends. See Notes 12 and 15 for additional discussion of the acquisition.
89 The purchase price allocation for the net assets acquired is detailed in the following table. A third party valuation was prepared to assist in the Companys determination of the purchase price allocation. The acquired share of identifiable intangible assets and liabilities were recorded by IEC at fair value as part of the purchase price allocation. The acquired share of the fair value of the identifiable intangibles was a net asset of $19.6 million. The fair value of acquired supply (intangible asset) and retail (liability) contracts is being amortized over approximately 28 months. Other intangible assets recorded that have finite lives and are subject to amortization include customer relationships and asset information systems, which are being amortized over 72 and 44 months, respectively. Net amortization for 2004 was $2.2 million. A $0.7 million intangible asset for the Strategic Energy trade name was also recorded and deemed to have an indefinite life, and as such, is not being amortized. 9. PENSION PLANS AND OTHER EMPLOYEE BENEFITS Pension Plans and Other Employee Benefits The Company maintains defined benefit pension plans for substantially all employees, including officers, of KCP&L, Services and Wolf Creek Nuclear Operating Corporation (WCNOC). Pension benefits under these plans reflect the employees compensation, years of service and age at retirement. The funding policy for the pension plans is to contribute amounts sufficient to meet the minimum funding requirements under the Employee Retirement Security Act of 1974 (ERISA) plus additional amounts as considered appropriate. For defined benefit pension plans sponsored by Great Plains Energy, contributions and expense are allocated to KCP&L and Services based on labor costs of plan participants. Any additional minimum pension liability is allocated based on each companies funded status per plan. The Company recognizes gains and losses incurred by the pension plans by amortizing over a five-year period the rolling five-year average of unamortized actuarial gains and losses. In addition to providing pension benefits, the Company provides certain postretirement health care and life insurance benefits for substantially all retired employees of KCP&L, Services and WCNOC. The cost of postretirement benefits charged to KCP&L are accrued during an employee's years of service and recovered through rates. The Company funds the portion of net periodic postretirement benefit costs that are tax deductible. For post-retirement health care plans sponsored by Great Plains Energy, contributions and expense are allocated to KCP&L and Services based upon the number of plan participants. In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (Medicare Act) was signed into law. The Medicare Act, among other things, provides a federal subsidy to sponsors of retiree health care benefit plans. In 2004, the Company adopted FASB Staff Position No. FAS 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003. The 2004 actuarial measurements include the effects of 90 the Medicare Act. The Medicare Act did not materially impact plan obligations and it is not expected to materially impact future health care costs and participation rates. The following pension benefits tables provide information relating to the funded status of all defined benefit pension plans on an aggregate basis. The plan measurement date for the majority of plans is September 30. In 2004, contributions of $20.7 million were made to the pension plans after the measurement date and in 2003, contributions of $32.0 million and $4.8 million were made to the pension and postretirement benefit plans, respectively, after the measurement date. Net periodic benefit costs reflect total plan benefit costs prior to the effects of capitalization and sharing with joint-owners of power plants. 91 The accumulated benefit obligation (ABO) for all defined benefit pension plans was $445.4 million and $429.9 million at December 31, 2004 and 2003, respectively. The projected benefit obligation, accumulated benefit obligation and the fair value of plan assets at plan year-end are aggregated by funded and underfunded plans in the following table. Pension plan assets are managed in accordance with prudent investor guidelines contained in the ERISA requirements. The investment strategy supports the objective of the fund, which is to earn the highest possible return on plan assets within a reasonable and prudent level of risk. Investments are diversified across classes and within each class to minimize risks. At December 31, 2004 and 2003, the fair value of plan assets was $370.5 million, not including a $20.7 million contribution made after the plan year-end, and $341.0 million, not including a $32.0 million subsequent contribution, respectively. The asset allocation for the Companys pension plans at the end of 2004 and 2003, and the target allocation for 2005 are reported in the following table. The portfolio is rebalanced when the targets are exceeded. The expected long-term rate of return on plan assets is based on historical and projected rates of return for current and planned asset classes in the plans investment portfolio. Assumed projected rates of return for each asset class were selected after analyzing historical experience and future expectations of the returns of various asset classes. Based on the target asset allocation for each asset class, the 92 overall expected rate of return for the portfolio was developed and adjusted for the effect of projected benefits paid from plan assets and future plan contributions. The following tables provide the weighted-average assumptions used to determine benefit obligations and net costs. Primarily as a result of lower discount rates and historical losses in the market value of plan assets, the Company recorded a minimum pension liability offset by an intangible asset and OCI. The amounts recognized in Great Plains Energys and consolidated KCP&Ls balance sheets related to the minimum pension liability are detailed in the following table. Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. The health care plan requires retirees to share in the cost when premiums exceed a certain amount. The following table provides information on the assumed health care rate trends.
93 The effects of a one-percentage point change in the medical cost trend rates, holding all other assumptions constant, as of December 31, 2004, are detailed in the following table. The Company expects to contribute $4.7 million to its pension plans and $4.3 million to its other postretirement benefit plans in 2005. The Companys funding policy is to contribute amounts sufficient to meet the minimum funding requirements of employee benefit and tax regulations plus additional amounts as deemed fiscally appropriate, therefore actual contributions may differ from expected contributions. The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid through fiscal 2014. Employee Savings Plans Great Plains Energy has defined contribution savings plans that cover substantially all employees. The Company matches employee contributions, subject to limits. The annual cost of the plans was $4.3 million in 2004 and $4.1 million in 2003 and 2002. Strategic Energy Phantom Stock Plan Strategic Energy had a phantom stock plan that provided incentive in the form of deferred compensation based upon the award of performance units, the value of which was related to the increase in profitability of Strategic Energy. The plan was terminated and an insignificant amount of costs were recorded in 2004. Strategic Energys annual cost for the plan was $4.6 million and $5.9 million in 2003 and 2002, respectively. 10. EQUITY COMPENSATION The Companys Long-Term Incentive Plan is an equity compensation plan approved by its shareholders. The Long-Term Incentive Plan permits the grant of restricted stock, stock options, limited stock appreciation rights and performance shares to officers and other employees of the Company and its subsidiaries. The maximum number of shares of Great Plains Energy common stock that can be issued under the plan is 3.0 million. At December 31, 2004, 2.2 million shares remained available for future issuance. Stock Options Granted 1995 The exercise price of stock options granted equaled the market price of the Companys common stock on the grant date. An amount equal to the quarterly dividends paid on Great Plains Energy common 94 stock shares (dividend equivalents) accrues on the options for the benefit of option holders. The option holders are entitled to stock for their accumulated dividend equivalents only if the options are exercised when the market price is above the exercise price. At December 31, 2004, the market price of Great Plains Energy common stock was $30.28, which exceeded the grant price for all such options still outstanding. Unexercised options expire ten years after the grant date. For options outstanding at December 31, 2004, the grant price was $23.0625 and the remaining contractual life was 0.4 years. Prior to the adoption of SFAS No. 123 on January 1, 2003, Great Plains Energy followed Accounting Principles Board (APB) Opinion 25, "Accounting for Stock Issued to Employees" and related interpretations in accounting for these options. Great Plains Energy recognized annual compensation expense equal to accumulated and reinvested dividends plus the impact of the change in stock price since the grant date. Great Plains Energy recognized compensation expense of $0.1 million in 2002. These options were fully vested prior to the adoption of SFAS No. 123; therefore, no compensation expense was recognized in 2003 or 2004. Stock Options Granted 2001 2003 Stock options were granted under the plan at the fair market value of the shares on the grant date. The options vest three years after the grant date and expire in ten years if not exercised. Exercise prices range from $24.90 to $27.73 and the weighted-average remaining contractual life at December 31, 2004 was 6.9 years. In accordance with the provisions of SFAS No. 123, the Company recognized an insignificant amount of compensation expense in 2004 and 2003. Under the provisions of APB Opinion 25, no compensation expense was recognized in 2002 because the option exercise price was equal to the market price of the underlying stock on the date of grant. The fair value for the stock options granted in 2001 2003 was estimated at the date of grant using the Black-Scholes option-pricing model. The option valuation model requires the input of highly subjective assumptions, primarily stock price volatility, changes in which can materially affect the fair value estimate. The weighted-average assumptions used are detailed in the following table. All stock option activity for the last three years is summarized in the following table. 95 Performance Shares The number of performance shares granted may increase or decrease depending on company performance goals as compared to a peer group of utilities, over a three-year vesting period. The issuance of performance shares is contingent upon achievement of these goals. Performance shares have a value equal to the fair market value of the shares on the grant date with accruing dividends. During 2004, 1,431 of the 20,744 performance shares granted in 2003 were forfeited, and at December 31, 2004, 19,313 shares were outstanding. No additional shares were granted in 2004. In accordance with the provisions of SFAS No. 123, compensation expense and accrued dividends are recognized over the vesting period based on the Companys estimate of the number of shares to be issued. The Company recognized an insignificant amount of compensation expense in 2004 and $0.4 million in 2003. During 2003, all 144,500 performance shares granted in 2001 were canceled. No compensation expense had been recorded related to these performance shares. Restricted Stock Restricted stock cannot be sold or otherwise transferred by the recipient prior to vesting and has a value equal to the fair market value of the shares on the grant date. Restricted stock granted in 2004 and 2003 totaled 13,333 and 120,196, respectively. Restricted stock shares issued in 2003 totaling 57,315 vested in 2003 and were issued out of treasury stock; however, 54,436 of these shares were restricted as to transfer until December 31, 2004, but were considered vested under SFAS No. 123 because the employees right to retain the shares of stock was not contingent upon remaining in the service of the Company and was not contingent upon achievement of performance conditions. The remaining restricted stock shares issued in 2004 and 2003, totaling 76,214, vest on a graded schedule over a three-year period with accruing reinvested dividends. The Company recognized compensation expense of $0.6
million and $1.8 million in 2004 and 2003, respectively. 11. INCOME TAXES Components of income tax expense (benefit) are detailed in the following tables. 96 Effective Income Tax Rates The effective income tax rates reflected in the financial statements and the reasons for their differences from the statutory federal rates are in the following tables. Great Plains Energy and consolidated KCP&Ls income tax expense decreased by $10.8 million and $10.1 million, respectively, due to the favorable impact of state tax planning on the companies composite tax rates. SFAS No. 109, Accounting for Income Taxes requires the companies to adjust 97 deferred tax balances to reflect tax rates that are anticipated to be in effect when the differences reverse. The largest component of the companies decreases in income taxes was the result of adjusting KCP&Ls deferred tax balance to its lower composite tax rate. The impact of the composite tax rate reductions on KCP&Ls deferred tax balances resulted in an $8.6 million tax benefit for both the Company and consolidated KCP&L. The change in the deferred tax balances reduced the Companys and consolidated KCP&Ls 2004 effective tax rates by 3.6% and 4.4%, respectively. Deferred Income Taxes The tax effects of major temporary differences resulting in deferred tax assets and liabilities in the balance sheets are in the following table. The net deferred income tax liability is detailed in the following table. Tax Credit Carryforwards At December 31, 2004, the Company had $7.3 million and $16.4 million of federal and Missouri state income tax credit carryforwards, respectively. These credits relate primarily to the Companys low-income housing investment portfolio, and the carryforwards expire in years 2006 to 2024. Management believes the credits will be fully utilized within the carryforward period. Net Operating Loss Carryforwards At December 31, 2004, KLT Inc. and subsidiaries had Kansas state net operating loss carryforwards of $10.0 million primarily resulting from losses associated with DTI. KLT Inc. and subsidiaries moved its corporate headquarters to Missouri in 2003, and as a result, will not have sufficient presence in Kansas to utilize the losses. The Kansas state net operating loss carryforwards expire in years 2011 to 2012. 98 In 2004, management determined that the loss carryforwards will more likely than not expire unutilized and has provided a valuation allowance against the entire deferred tax benefit. Reserve for Contingent Tax Liabilities Management evaluates and records contingent tax liabilities based on the probability of ultimately sustaining the tax deductions or income positions. Management assesses the probabilities of successfully defending the tax deductions or income positions based upon statutory, judicial or administrative authority. At December 31, 2004 and 2003, the Company had $13.4 million and $16.8 million, respectively, of liabilities for contingencies related to tax deductions or income positions taken on the Companys tax returns. Consolidated KCP&L had liabilities of $3.7 million and $6.4 million at December 31, 2004 and 2003, respectively. Management believes the tax deductions or income positions are properly treated on such tax returns, but has recorded reserves based upon its assessment of the probabilities that certain deductions or income positions may not be sustained when the returns are audited. The tax returns containing these tax deductions or income positions are currently under audit or will likely be audited. The timing of the resolution of these audits is uncertain. If the positions are ultimately sustained, the Company will reverse these tax provisions to income. If the positions are not
ultimately sustained, the Company may be required to make cash payments plus interest and/or utilize the Companys federal and state credit carryforwards. Internal Revenue Service Settlement In November 2002, KCP&L accepted a settlement offer related to the proposed disallowance of interest deductions on corporate-owned life insurance (COLI) loans. The offer allowed 20% of the interest originally deducted and taxed only 20% of the gain on surrender of the COLI policies. KCP&L surrendered the policies in February 2003. KCP&L paid $1.3 million to the IRS in 2003 to satisfy the liability associated with the surrender. In December 2004, KCP&L settled the 1995-1999 IRS audit and paid tax of $7.3 million and interest of $4.2 million related to the disallowed COLI interest deduction. KCP&L accrued for these payments in 2000. In addition to COLI, as part of the settlement of the 1995-1999 IRS audit, consolidated KCP&L agreed to additional tax of $6.9 million and interest of $5.9 million related primarily to timing differences. This settlement did not have a significant impact on consolidated KCP&Ls net income because the liability had been previously recorded in the liabilities for tax contingencies or had offsetting impacts on deferred taxes. 12. RELATED PARTY TRANSACTIONS AND RELATIONSHIPS In May 2004, Great Plains Energy, through IEC, completed its purchase from SE Holdings, L.L.C. (SE Holdings) of an additional 11.45% indirect interest in Strategic Energy. The purchase increased Great Plains Energys indirect ownership of Strategic Energy to just under 100%. See Note 8 for additional information regarding the purchase transaction. Richard Zomnir, who resigned as Chief Executive Officer of Strategic Energy in November 2004, and certain other current and former employees of Strategic Energy held direct or indirect interests in SE Holdings. Mr. Zomnir has disclosed that he held an approximate 25% interest in SE Holdings. In connection with the transaction, Mr. Zomnir and other direct and indirect owners of SE Holdings entered into an agreement with IEC and Strategic Energy, providing for certain indemnification rights related to the litigation described in Note 15. SE Holdings remains a member of Custom Energy Holdings, L.L.C. (Custom Energy Holdings) and is represented on the Management Committees of Custom Energy Holdings and Strategic Energy. Custom Energy Holdings' business and affairs are controlled and managed by a three member Management Committee composed of one representative designated by KLT Energy Services Inc. 99 (KLT Energy Services), one representative designated by IEC, and one representative designated by SE Holdings. Certain actions (including amendment of Custom Energy Holdings operating agreement, approval of actions in contravention of the operating agreement, approval of a dissolution of Custom Energy Holdings, additional capital contributions and assumption of recourse indebtedness) require the unanimous consent of all the members of Custom Energy Holdings. Strategic Energy's business and affairs are controlled and managed by a four member Management Committee composed of two representatives designated by KLT Energy Services, one representative designated by IEC and one representative designated by SE Holdings. Certain actions (including amendment of Strategic Energy's operating agreement, approval of actions in contravention of the operating agreement, approval of transactions between Strategic Energy and affiliates of its members, approval of a dissolution of Strategic Energy, and assumption of recourse indebtedness) require the unanimous consent of all the Management Committee members. Pursuant to a service agreement approved by the SEC under the 35 Act, consolidated KCP&L began receiving various support and administrative services from Services. These services are billed to consolidated KCP&L at cost based on payroll and other expenses incurred by Services for the benefit of consolidated KCP&L. These costs totaled $62.7 million and $45.2 million for 2004 and 2003, respectively, and consisted primarily of employee compensation, benefits and fees associated with various professional services. At December 31, 2004 and 2003, consolidated KCP&L had a net intercompany payable to Services of $9.2 million and $10.9 million, respectively. 13. COMMITMENTS AND CONTINGENCIES Nuclear Liability and Insurance The owners of Wolf Creek, a nuclear generating station, (Owners) maintain nuclear insurance for Wolf Creek in four areas: liability, worker radiation, property and accidental outage. These policies contain certain industry standard exclusions, including, but not limited to, ordinary wear and tear, and war. Both the nuclear liability and property insurance programs subscribed to by members of the nuclear power generating industry include industry aggregate limits for non-certified acts of, as defined by the Terrorism Risk Insurance Act, of terrorism-related losses, including replacement power costs. An industry aggregate limit of $0.3 billion exists for liability claims, regardless of the number of non-certified acts affecting Wolf Creek or any other nuclear energy liability policy or the number of policies in place. An industry aggregate limit of $3.2 billion plus any reinsurance recoverable by Nuclear
Electric Insurance Limited (NEIL), the Owners insurance provider, exists for property claims, including accidental outage power costs for acts of terrorism affecting Wolf Creek or any other nuclear energy facility property policy within twelve months from the date of the first act. These limits are the maximum amount to be paid to members who sustain losses or damages from these types of terrorist acts. For certified acts of terrorism, the individual policy limits apply. In addition, industry-wide retrospective assessment programs (discussed below) can apply once these insurance programs have been exhausted. Liability Insurance Pursuant to the Price-Anderson Act, the Owners are required to insure against public liability claims resulting from nuclear incidents to the full limit of public liability, which is currently $10.8 billion. This limit of liability consists of the maximum available commercial insurance of $0.3 billion, and the remaining $10.5 billion is provided through an industry-wide retrospective assessment program mandated by the NRC. Under this retrospective assessment program, the Owners can be assessed up to $100.6 million ($47.3 million, KCP&Ls 47% share) per incident at any commercial reactor in the country, payable at no more than $10 million ($4.7 million, KCP&Ls 47% share) per incident per year. This assessment is subject to an inflation adjustment based on the Consumer Price Index and applicable premium taxes. This assessment also applies in excess of our worker radiation claims 100 insurance. In addition, the U.S. Congress could impose additional revenue-raising measures to pay claims. If the $10.8 billion liability limitation is insufficient, management believes the U.S. Congress will consider taking whatever action is necessary to compensate the public for valid claims. The Price-Anderson Act expired in August 2002 and was extended until December 31, 2003 for Licensees. Licensees such as Wolf Creek continue to be grandfathered under the Act. A current version of a comprehensive energy bill pending before Congress contains provisions that would amend the Price-Anderson Act addressing public liability from nuclear energy hazards in ways that would increase the annual limit on retrospective assessments from $10 million to $15 million per reactor per incident. Property, Decontamination, Premature Decommissioning and Extra Expense Insurance The Owners carry decontamination liability, premature decommissioning liability and property damage insurance for Wolf Creek totaling approximately $2.8 billion ($1.3 billion, KCP&L's 47% share). NEIL provides this insurance. In the event of an accident, insurance proceeds must first be used for reactor stabilization and site decontamination in accordance with a plan mandated by the NRC. KCP&Ls share of any remaining proceeds can be used for further decontamination, property damage restoration and premature decommissioning costs. Premature decommissioning coverage applies only if an accident at Wolf Creek exceeds $500 million in property damage and decontamination expenses, and only after trust funds have been exhausted. Accidental Nuclear Outage Insurance The Owners also carry additional insurance from NEIL to cover costs of replacement power and other extra expenses incurred in the event of a prolonged outage resulting from accidental property damage at Wolf Creek. Under all NEIL policies, the Owners are subject to retrospective assessments if NEIL losses, for each policy year, exceed the accumulated funds available to the insurer under that policy. The estimated maximum amount of retrospective assessments under the current policies could total about $26.0 million ($12.2 million, KCP&Ls 47% share) per policy year. In the event of a catastrophic loss at Wolf Creek, the insurance coverage may not be adequate to cover property damage and extra expenses incurred. Uninsured losses, to the extent not recovered through rates, would be assumed by KCP&L and could have a material, adverse effect on its financial condition, results of operations and cash flows. Low-Level Waste The Low-Level Radioactive Waste Policy Amendments Act of 1985 mandated that the various states, individually or through interstate compacts, develop alternative low-level radioactive waste disposal facilities. The states of Kansas, Nebraska, Arkansas, Louisiana and Oklahoma formed the Central Interstate Low-Level Radioactive Waste Compact (Compact) and selected a site in northern Nebraska to locate a disposal facility. WCNOC and the owners of the other five nuclear units in the Compact provided most of the pre-construction financing for this project. KCP&L's net investment in the Compact was $7.4 million at December 31, 2004, and December 31, 2003. On December 18, 1998, the application for a license to construct this project was denied. After the license denial, WCNOC, the Compact Commission (Commission) and others filed a lawsuit in federal court contending Nebraska officials acted in bad faith while handling the license application. In September 2002, the U.S. District Court Judge presiding over the lawsuit issued his decision in the case finding that the State of Nebraska acted in bad faith in processing the license application for a low- 101 level radioactive waste disposal site in Nebraska and rendered a judgment on behalf of the Commission in the amount of $151.4 million against the state. After the U.S. Court of Appeals affirmed the decision, Nebraska and the Commission settled the case by Nebraska agreeing to pay the Commission either a one-time amount of $140.5 million or four annual installments of $38.5 million each beginning on August 1, 2005. All related litigation and appeals have been dismissed. Upon final payment, Nebraska will be relieved of its responsibility to host a disposal facility. The Commission has begun seeking alternative long-term waste disposal capability elsewhere. WCNOC intends to pursue with the Commission the possibility of recovering from the settlement proceeds some of WCNOC's contributions to the Nebraska facility's pre-licensing effort. Based on the contribution of the respective utilities in relation to
the total settlement amount, management believes the settlement proceeds would be sufficient to recover KCP&Ls $7.4 million net investment in the Compact. Wolf Creek continues to dispose of its low-level radioactive waste at the reopened disposal facility at Barnwell, South Carolina. South Carolina intends to gradually decrease the amount of waste it allows from outside its compact until around 2008 when it intends to no longer accept waste from generators outside its compact. Wolf Creek remains able to dispose of some of its radioactive waste at a facility in Utah. Although management is unable to predict when a permanent disposal facility for Wolf Creek low-level radioactive waste might become available, this issue is not expected to affect continued operation of Wolf Creek. Environmental Matters The Company is subject to regulation by federal, state and local authorities with regard to air and other environmental matters primarily through KCP&Ls operations. The generation, transmission and distribution of electricity produces and requires disposal of certain hazardous products that are subject to these laws and regulations. In addition to imposing continuing compliance obligations, these laws and regulations authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. Failure to comply with these laws and regulations could have a material adverse effect on consolidated KCP&L and Great Plains Energy. KCP&L operates in an environmentally responsible manner and seeks to use current technology to avoid and treat contamination. KCP&L regularly conducts environmental audits designed to ensure compliance with governmental regulations and to detect contamination. Governmental bodies, however, may impose additional or more restrictive environmental regulations that could require substantial changes to operations or facilities at a significant cost. At December 31, 2004 and 2003, KCP&L had $0.3 million and $1.8 million, respectively, accrued for environmental remediation expenses. The remaining accrual covers water monitoring at one site. The amounts accrued were established on an undiscounted basis and KCP&L does not currently have an estimated time frame over which the accrued amounts may be paid out. On April 15, 2004, the EPA issued to KCP&L a notice of violation of Hawthorn No. 5 permit limits on sulfur dioxide (SO2) emissions. SO2 emissions from Hawthorn No. 5 exceeded the applicable thirty-day rolling average emission limit on certain days in the third and fourth quarters of 2003 and also exceeded the applicable 24-hour emission limit on one day in the fourth quarter of 2003. These exceedances occurred while the unit was operating in compliance with an exception protocol that had been accepted by the issuer of the air permit. The equipment issues that caused these violations have been addressed by KCP&L. In September 2004, KCP&L finalized a consent order with the EPA, agreeing to pay a civil penalty and fund certain Kansas City metro environmental projects at an aggregate cost of $0.4 million. Discussed below are issues that may require material expenditures to comply with environmental laws and regulations. KCP&Ls expectation is that any such expenditures will be recovered through rates. 102 Clean Air Legislation Congress is currently debating numerous bills that could make significant changes to the Clean Air Act Amendments of 1990 (Clean Air Act) including potential establishment of nationwide limits on power plant emissions for several specific pollutants. Some of these bills address oxides of sulfur and nitrogen (SOx and NOx), mercury and carbon dioxide (CO2), while other bills address SOx, NOx and mercury, and some legislative bills address CO2 by itself. There are various compliance dates and compliance limits stipulated in the numerous legislative bills being debated. These bills have the potential for a
significant financial impact on KCP&L through the installation of new pollution control equipment to achieve compliance if new nationwide limits are enacted. The financial consequences to KCP&L cannot be accurately determined until the final legislation is passed. However, KCP&L would seek recovery of capital costs and expenses for such compliance through rates. KCP&L will continue to monitor the progress of these bills. EPA Phase II NOx SIP Call On April 1, 2004, the Environmental Protection Agency (EPA) issued final Phase II NOx State Implementation Plan (SIP) Call regulation, which specifically excludes coal-fired power plants in the western part of Missouri, including all of KCP&Ls Missouri coal-fired plants, from the NOx SIP Call. The final Phase II NOx SIP Call was contained in the April 21, 2004, Federal Register with an effective date of June 7, 2004. This action completes the EPAs response to several decisions from the U.S. Court of Appeals for the District of Columbia. NOx and SO2 Regulations-Proposed Clean Air Interstate Rule The EPA published a proposed regulation in the January 30, 2004, Federal Register titled the Interstate Air Quality Rule, which addresses SO2 and NOx emissions. This title was subsequently changed to the Clean Air Interstate Rule (CAIR). A supplemental proposal for the CAIR was published in the June 10, 2004, Federal Register. The proposed CAIR is designed to reduce NOx and SO2 emissions 65% and 70%, respectively, below current levels in a two-phased program between 2010 and 2015. If coal-fired plants in Missouri and Kansas are required to implement reductions under the proposed CAIR, KCP&L would need to incur significant capital costs, purchase power or purchase emission allowances. Preliminary analysis of the proposed regulation indicates that selective catalytic reduction technology for NOx control and scrubbers for SO2 control may be required for some of the KCP&L units. Currently, KCP&L estimates that additional capital expenditures could range from $385 million to $555 million. The timing of the installation of such control equipment is uncertain pending the final regulation being issued. The final regulation is expected to contain specific compliance dates and compliance levels, final determination of whether Kansas and/or Missouri are included (as they are
in the proposed rules), as well as the applicability of accumulated SO2 allowances for future compliance. KCP&L is currently allocated approximately 50,000 tons of SO2 allowances per year to support its emissions of approximately 50,000 tons per year. KCP&L has accumulated over 190,000 tons of allocated SO2 allowances; however, the disposition of such credits is subject to regulatory approvals from both Kansas and Missouri. KCP&L continues to refine these preliminary estimates and explore alternatives. The ultimate cost of these regulations, if any, could be significantly different from the amounts estimated above. The CAIR is scheduled to be finalized in March 2005. As discussed below, certain of the control technology for SO2 and NOx will also aid in the control of mercury. If mercury controls, as discussed below, are required to be implemented prior to the CAIR, the above estimates could be reduced by $100 million to $144 million. In the May 5, 2004, Federal Register, the EPA published proposed regulations on best available retrofit technology (BART) that would amend its July 1999 regional haze regulations regarding emission controls for industrial facilities emitting air pollutants that reduce visibility. The BART requirement would direct state air quality agencies to identify whether emissions from sources subject to BART are below limits set by the state, or whether retrofit measures are needed to reduce the emissions below those 103 limits. If the proposed BART regulations are adopted, they will apply to KCP&L units Montrose No. 3, LaCygne No. 1, LaCygne No. 2 and Iatan. Based on the results of the state air quality studies, KCP&L could be required to achieve compliance by making capital expenditures that would be similar to those required for the proposed CAIR. The EPA is scheduled to adopt final regulations by April 15, 2005; however, if the proposed CAIR is adopted, management believes the EPA will reevaluate the need for the proposed BART regulation. Mercury Emissions In July 2000, the National Research Council published its findings of a study under the Clean Air Act, which stated that power plants that burn fossil fuels, particularly coal, generate the greatest amount of mercury emissions from man-made sources. As a result, in the January 30, 2004, and March 16, 2004, Federal Registers, the EPA published proposed regulations for controlling mercury emissions from coal-fired power plants that contained three options. Two of the options, the EPAs preferred approaches, call for regulating mercury via emission trading regimes under section 111 or section 112 of the Clean Air Act (cap and trade options), and the third option would require utilities to install controls known as maximum achievable control technology (MACT). The EPA is scheduled to issue final rules by March 2005. Under either of the cap and trade options, both of which would become applicable in 2010, the EPA would establish a mechanism by which mercury emissions from new and existing coal-fired plants would be capped at specified, nationwide levels. A first phase cap of 34 tons would become effective on January 1, 2010, and a second phase cap of 15 tons would become effective on January 1, 2018. Facilities would demonstrate compliance with the standard by holding one allowance for each ounce of mercury emitted in any given year and allowances would be readily transferable among all regulated facilities nationwide. Under the cap and trade options, KCP&L would be able to purchase mercury allowances that would be available nationwide or elect to install pollution control equipment to achieve compliance. While it is expected that mercury allowances would be available in sufficient quantities for
purchase in the 2010-2018 timeframe, the significant reduction in the nationwide cap in 2018 may hamper KCP&Ls ability to obtain reasonably priced allowances beyond 2018. Therefore, capital expenditures may be required in the 2016-2018 timeframe to install mercury pollution control equipment. Under the MACT option, KCP&L could incur capital expenses prior to the 2007-2008 timeframe when the regulation would be applicable. This option would require compliance on a facility basis and therefore the option of trading nationwide mercury allowances would not be available. The EPA stated in the preamble that there are no adequately demonstrated control technologies specifically designed to reduce mercury emissions from coal-fired plants. However, the EPA also stated it is confident such technologies will be commercially available by 2007. There is currently considerable debate at the EPA and within the utility industry whether the installation of pollution control equipment for the control of NOx and SO2 under the CAIR might simultaneously remove mercury to the specified MACT regulatory levels,
which is referred to as the co-benefit approach. If this approach is correct, and if the CAIR became final and all of KCP&Ls units were subject to the final regulation, KCP&L would not be required to install additional mercury control equipment to achieve compliance with this regulation. However, if the co-benefit approach is not correct, or if KCP&L units located in Missouri and/or Kansas were not included in the final CAIR regulation, KCP&L would be required to install mercury control equipment prior to 2007. If KCP&L were required to install mercury control equipment on all of its coal-fired plants, it is anticipated that activated carbon injection or comparable technology in conjunction with a baghouse would need to be installed at a projected cost to KCP&L ranging from $170 million to $245 million. KCP&L is a participant in the DOE project at the Sunflower Electric Holcomb plant to investigate control technology options for mercury removal from coal-fired plants burning sub bituminous coal. 104 Carbon Dioxide At a December 1997 meeting in Kyoto, Japan, delegates from 167 nations, including the U.S., agreed to a treaty (Kyoto Protocol) that would require a 7% reduction in U.S. CO2 emissions below 1990 levels, a nearly 30% cut from current levels. On March 28, 2001, the Bush administration announced it will not negotiate implementation of the Kyoto Protocol and it will not send the Kyoto Protocol to the U.S. Senate for ratification. There are several bills being debated in the U.S. Congress that address the CO2 issue, including establishing a nationwide cap on CO2 levels. There are various compliance dates and nationwide caps stipulated in the numerous legislative bills being debated. These bills have the potential for a significant financial impact on KCP&L in conjunction with achieving compliance with the proposed new nationwide limits. However, the financial consequences to KCP&L cannot be determined until final legislation is passed. KCP&L will continue to monitor the progress of these bills. On February 14, 2002, President Bush unveiled his Clear Skies Initiative, which included a climate change policy. The climate change policy is a voluntary program that relies heavily on incentives to encourage industry to voluntarily limit emissions. The strategy includes tax credits, energy conservation programs, funding for research into new technologies, and a plan to encourage companies to track and report their emissions so that companies could gain credits for use in any future emissions trading program. The greenhouse strategy links growth in emissions of greenhouse gases to economic output. The administration's strategy is intended to reduce the greenhouse gas intensity of the U.S. economy by 18% over the next 10 years. Greenhouse gas intensity measures the ratio of greenhouse gas emissions to economic output as measured by Gross Domestic Product (GDP). Under this plan, as the economy grows,
greenhouse gases also would continue to grow, although at a slower rate than they would have without these policies in place. When viewed per unit of economic output, the rate of emissions would drop. The plan projects that the U.S. will lower its rate of greenhouse gas emissions from an estimated 183 metric tons per $1 million of GDP in 2002 to 151 metric tons per $1 million of GDP by 2012. On December 19, 2002, Great Plains Energy joined the Power Partners through Edison Electric Institute (EEI). Power Partners is a voluntary program with the DOE under which utilities commit to undertake measures to reduce, avoid or sequester CO2 emissions. Eventually, industry sectors and individual companies are expected to enter into an umbrella memorandum of understanding (MOU) that will set forth programs for industries and individual companies to reduce greenhouse gas emissions. On January 17, 2003, the EEI sent a letter to numerous Administration officials, in which the EEI committed to work with the government over the next decade to reduce the power sectors CO2 emissions per kWh generated (carbon intensity) by the equivalent of 3% to 5% of the current level. On December 13, 2004, Power Partners entered into a cooperative umbrella MOU with the DOE. This MOU contains supply and demand-side actions as well as offset projects that will be undertaken to reduce the power sectors CO2 emissions per kWh generated over the next decade consistent with the EEI commitment of 3% to 5%. Individual companies, including KCP&L, will now begin entering into agreements with the DOE that set forth quantitative, concrete and specific activities to reduce, avoid or sequester greenhouse gases. EPA New Source Review The EPA is conducting an enforcement initiative under Section 114(a) of the Clean Air Act to determine whether modifications at selected coal-fired plants across the U.S. may have been subject to New Source Performance Standards (NSPS) or New Source Review (NSR) requirements. After an operator has received a Section 114 letter, the EPA requests data and reviews all expenditures at the plants to determine if they were routine maintenance or whether the expenditures were for substantial 105 modifications or resulted in improved operations. If a plant, subject to a Section 114 letter, is determined to have been subject to NSPS or NSR, the plant could be required to install best available control technology or lowest achievable emission rate technology. KCP&L has not received a Section 114 letter to date. Air Particulate Matter and Ozone In July 1997, the EPA revised ozone and particulate matter air quality standards creating a new eight-hour ozone standard and establishing a new standard for particulate matter less than 2.5 microns (PM-2.5) in diameter. These standards were challenged in Federal court. However, the courts ultimately denied all state, industry and environmental groups petitions for review and thus upheld as valid the EPAs new eight-hour ozone and PM-2.5 National Ambient Air Quality Standards (NAAQS). In so doing, the court held that the EPA acted consistently with the Clean Air Act in setting the standards at the levels it chose and the EPAs actions were reasonable and not arbitrary and capricious, and cited the deference given the EPAs decision-making authority. The court stated that the extensive records established for each rule supported the EPAs actions in both rulemakings. This removed the
last major hurdle to the EPA's implementation of stricter ambient air quality standards for ozone and fine particles. On December 17, 2004, the EPA designated the Kansas City area as attainment with respect to the PM-2.5 NAAQS. On April 15, 2004, the EPA designated the Kansas City area as unclassifiable with respect to the eight-hour ozone NAAQS based on 2003 ozone season data. In the February 10, 2005, Federal Register, the EPA issued a proposed rule to redesignate Johnson, Linn, Miami and Wyandotte Counties in Kansas and Cass, Clay, Jackson and Platte Counties in Missouri to attainment for the eight-hour ozone standard. The EPA is scheduled to designate attainment areas for the eight-hour ozone NAAQS by April 15, 2005. Water Use Regulations On February 16, 2004, the EPA finalized the Phase II rule implementing Section 316(b) of the Clean Water Act establishing standards for cooling water intake structures at existing facilities. The final rule was published in the July 9, 2004, Federal Register with an effective date of September 7, 2004. This final regulation is applicable to certain existing power producing facilities that employ cooling water intake structures that withdraw 50 million gallons or more per day and use 25% or more of that water for cooling purposes. KCP&L is required to complete a Section 316(b) comprehensive demonstration study on each of its generating facilities intake structures by the end of 2007. KCP&L plans to complete the comprehensive demonstration studies by the end of 2006 at an expected cost of $0.3 million to $0.5 million per facility. Depending on the outcome of the comprehensive demonstration
studies, facilities may be required to implement technological, operational or restoration measures to achieve compliance. Compliance with the final rule is expected to be achieved between 2011 and 2014. Until the Section 316(b) comprehensive demonstration studies are completed, the impact of this final rule cannot be quantified. Southwest Power Pool Regional Transmission Organization Under the FERC Order 2000, KCP&L, as an investor-owned utility, is strongly encouraged to join a FERC approved Regional Transmission Organization (RTO). RTOs combine transmission operations of utility businesses into regional organizations that schedule transmission services and monitor the energy market to ensure regional transmission reliability and non-discriminatory access. The Southwest Power Pool (SPP), of which KCP&L is a member, obtained approval from FERC as an RTO in a January 24, 2005, order. KCP&L intends on participating in the SPP RTO; however, state regulatory approvals are required. KCP&L anticipates making the necessary applications to the MPSC and the KCC, during the second quarter of 2005 upon completion of the regional cost/benefit analysis currently being conducted for the SPP RTO. This cost/benefit analysis is being conducted under the 106 direction of the SPP Regional State Committee (composed of state commissions from the states where the SPP RTO operates) and is expected to be completed in the first quarter of 2005. Pennsylvania Gross Receipts Tax Contingency In January 2005, Strategic Energy was advised by the Pennsylvania Department of Revenue of a potential tax deficiency relating to state gross receipts tax on Strategic Energys Provider of Last Resort (POLR) revenues from 2000 to 2002. After consulting with external legal counsel, management believes the Pennsylvania Department of Revenue does not have an appropriate basis for a tax deficiency claim. Management believes, but cannot assure, that Strategic Energy will prevail if a claim is formally asserted. Strategic Energy has not accrued for any portion of this contingency at December 31, 2004. If this claim is formally asserted and the Pennsylvania Department of Revenue is successful, Strategic Energys total anticipated loss for the period 2000 through 2004 is a maximum of $16.4 million. Income Tax Contingencies See Note 11 for information regarding income tax contingences. Contractual Commitments Great Plains Energys and consolidated KCP&Ls expenses related to lease commitments are detailed in the following table. Great Plains Energys and consolidated KCP&Ls contractual commitments excluding pensions and long-term debt are detailed in the following tables. 107 Lease commitments end in 2028 and include insignificant amounts for capital leases. These amounts exclude possible termination payments under the synthetic lease arrangement with the Lease Trust. As the managing partner of three jointly owned generating units, KCP&L has entered into leases for railcars to serve those units. Consolidated KCP&L has reflected the entire lease commitment in the above amounts, although the other owners will reimburse about $2.0 million per year ($21.9 million total). KCP&L purchases capacity from other utilities and nonutility suppliers. Purchasing capacity provides the option to purchase energy if needed or when market prices are favorable. KCP&L has capacity sales agreements not included above that total $11.7 million for 2005, $11.4 million for 2006, $11.2 million per year for 2007 through 2009 and $23.5 million after 2009. Purchased power represents Strategic Energys agreements to purchase electricity at various fixed prices to meet estimated supply requirements. Strategic Energy has energy sales contracts not included above for 2005 through 2007 totaling $69.1 million, $8.7 million and $0.6 million, respectively. Synthetic Lease In 2001, KCP&L entered into a synthetic lease arrangement with a Lease Trust (Lessor) to finance the purchase, installation, assembly and construction of five combustion turbines and related property and equipment that added 385 MWs of peaking capacity (Project). Rental payments under the lease, which reflects interest payments only, began in 2004 and end in October 2006. KCP&Ls expense for the synthetic lease was $1.9 million in 2004. Upon a default during the lease period, KCP&L's maximum obligation to the Lessor equals 100% of project costs, approximately $154.0 million. KCP&Ls rental obligation for the years 2005 and 2006 are $5.3 million and $5.9 million, respectively. At the end of the lease term, KCP&L may choose to sell the project for the Lessor, guaranteeing that the Lessor receives a residual value for the Project in an amount, which may be up to 83.21% of the
project cost. Alternatively, KCP&L may purchase the facility at an amount equal to the project cost. The Lease Trust, a special purpose entity, acting as Lessor in the synthetic lease arrangement discussed above, is considered a variable interest entity under FIN No. 46. Because KCP&L has variable interests in the Lease Trust, including among other things, a residual value guarantee provided to the Lessor, KCP&L is the primary beneficiary of the Lease Trust. The Lease Trust was consolidated in 2003, as required by FIN No. 46. As a result, Great Plains Energys and consolidated KCP&Ls depreciation expense increased $5.1 million and $1.3 million in 2004 and 2003, respectively, with offsetting recognition of minority interest. 14. GUARANTEES In the normal course of business, Great Plains Energy and certain of its subsidiaries enter into various agreements providing financial or performance assurance to third parties on behalf of certain subsidiaries. Such agreements include, for example, guarantees and indemnification of letters of credit 108 and surety bonds. These agreements are entered into primarily to support or enhance the creditworthiness otherwise attributed to a subsidiary on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish the subsidiaries intended business purposes. The majority of these agreements guarantee the Companys own future performance, so a liability for the fair value of the obligation is not recorded. As of December 31, 2004, KCP&L had guarantees, with a maximum potential of $6.4 million, for energy savings under agreements with several customers that expire over the next six years. In most cases, a subcontractor would indemnify KCP&L for any payments made by KCP&L under these guarantees. These guarantees were entered into before December 31, 2002; therefore, a liability was not recorded in accordance with FIN No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Guarantees of Indebtedness of Others. 15. LEGAL PROCEEDINGS Strategic Energy On March 23, 2004, Robert C. Haberstroh filed suit for breach of employment contract and violation of the Pennsylvania Wage Payment Collection Act against Strategic Energy Partners, Ltd. (Partners), SE Holdings and Strategic Energy in the Court of Common Pleas of Allegheny County, Pennsylvania. Mr. Haberstroh claims that he acquired an equity interest in Partners under the terms of his employment agreement and that through a series of transactions, Mr. Haberstrohs equity interest became an equity interest in SE Holdings. In 2001, Mr. Haberstrohs employment was terminated and SE Holdings redeemed his equity interest. Mr. Haberstroh is seeking the loss of his non-equity compensation (including salary, bonus and benefits) and equity compensation and associated distributions (his equity interest in SE Holdings). Strategic Energy has filed a counterclaim against Mr. Haberstroh for breach of contract. SE Holdings, and its direct and indirect owners, have agreed to indemnify Strategic Energy and Innovative Energy Consultants Inc. against any judgment or settlement of Mr. Haberstrohs claim that relates to his equity interest in SE Holdings, up to a maximum amount of approximately $8 million. See Note 12 for further information regarding related party transactions. KLT Gas On July 28, 2004, KLT Gas received a Notice and Demand for Arbitration Pursuant to Joint Operating Agreement from SWEPI LP doing business as Shell Western E&P and formerly known as Shell Western E&P Inc. (Shell). Prior to the October 2004 sale (with a July 1, 2004, effective date) of KLT Gas working interests in certain oil and gas leases in Duval County, Texas to Shell, KLT Gas had a 50% working interest in the leases. Shell held the other 50% working interest and was the operator of the properties under a joint operating agreement, as amended (JOA). Three groups of current or past lessors filed suit against Shell in Duval County, Texas, alleging various claims against Shell. Additionally, Shell has been party to ongoing proceedings before the Texas Railroad Commission relating to a well drilled on acreage adjacent to the properties of Shell and KLT Gas mentioned above. Through
arbitration, Shell is seeking recovery from KLT Gas of 50% of the fees and costs incurred in the three lawsuits and the Texas Railroad Commission proceedings and settlement proceeds paid with respect to the three lawsuits, which Shell asserts is a total amount of not less than $5.4 million for KLT Gas share. Shell is also seeking a declaration that the fees and costs incurred and settlement proceeds paid, including any fees and costs incurred in the future, are reimbursable expenses under the JOA. Shell is seeking a ruling compelling KLT Gas to pay Shell immediately all sums deemed to be due pursuant to the arbitration. On August 17, 2004, KLT Gas submitted its notice of defense generally asserting that there is no contractual basis or implied duty for reimbursement or contribution regarding the settlements and there is no contractual basis for reimbursement or contribution regarding the Texas 109 Railroad Commission proceedings. KLT Gas also asserted counterclaims based upon misrepresentations and promissory estoppel, gross negligence in imprudent operations, full accounting under the JOA and offset. The arbitration is currently scheduled to begin in May 2005. KLT Gas and its counsel continue to evaluate KLT Gas rights and obligations under the JOA as well as other possible counterclaims that KLT Gas may have against Shell; however, management is unable to predict the ultimate outcome of this demand for arbitration. Hawthorn No. 5 Subrogation Litigation KCP&L filed suit against National Union Fire Insurance Company of Pittsburgh, Pennsylvania (National Union) and Travelers Indemnity Company of Illinois (Travelers) in Missouri state court on June 14, 2002, which was removed to the U.S. District Court for the Western District of Missouri. In 1999, there was a boiler explosion at KCP&Ls Hawthorn No. 5 generating unit, which was subsequently reconstructed and returned to service. National Union and Reliance National Insurance had issued a $200 million primary insurance policy and Travelers had issued a $100 million secondary insurance policy covering Hawthorn No. 5. A dispute arose among KCP&L, National Union and Travelers regarding the amount payable under these insurance policies for the reconstruction of Hawthorn No. 5 and replacement power expenses, and KCP&L filed suit against the two carriers. In that suit, KCP&L
sought recovery, subject to the limits of the insurance policies, of Hawthorn No. 5 reconstruction costs and replacement power expenses, plus damages and attorneys fees from National Union for failing to pay the full amount of its insurance policy. In 2004, KCP&L settled with National Union for the amount remaining under the primary insurance policy limit, less the applicable deductible. In January 2005, KCP&L settled with Travelers for $10 million. This settlement does not encompass any alleged subrogation claims Travelers may have against National Union or any alleged subrogation claims with regard to possible future recoveries by National Union and KCP&L in the litigation described in the next paragraph. KCP&L also filed suit on April 3, 2001, in Jackson County, Missouri Circuit Court against multiple defendants who are alleged to have responsibility for the Hawthorn No. 5 boiler explosion. KCP&L and National Union have entered into a subrogation allocation agreement under which recoveries in this suit are generally allocated 55% to National Union and 45% to KCP&L. Certain defendants have been dismissed from the suit and various other defendants have settled with KCP&L. KCP&L received $38.2 million under the terms of the subrogation allocation agreement. Trial of this case with the one remaining defendant resulted in a March 2004 jury verdict finding KCP&Ls damages as a result of the explosion were $452 million. After deduction of amounts received from pre-trial settlements with other defendants and an amount for KCP&Ls comparative fault (as determined by the
jury), the verdict would have resulted in an award against the defendant of approximately $97.6 million (of which KCP&L would have received $33 million pursuant to the subrogation allocation agreement after payment of attorneys fees). In response to post-trial pleadings filed by the defendant, in May 2004 the trial judge reduced the award against the defendant to $0.2 million. Both KCP&L and the defendant have appealed this case to the Court of Appeals for the Western District of Missouri. KLT Telecom On December 31, 2001, a subsidiary of KLT Telecom, DTI Holdings, Inc. (Holdings) and its subsidiaries Digital Teleport Inc. (Digital Teleport) and Digital Teleport of Virginia, Inc., filed separate voluntary petitions in the Bankruptcy Court for the Eastern District of Missouri for reorganization under Chapter 11 of the U.S. Bankruptcy Code. In 2003, the Bankruptcy Court confirmed the plan of reorganization for these three companies. The Bankruptcy Court conducted an evidentiary hearing regarding three priority proofs of claim by the Missouri Department of Revenue (MODOR) in the aggregate amount of $2.8 million (collectively, the MODOR Claim), and ruled substantially in favor of Digital Teleport. MODOR has appealed this ruling. KLT Telecom may receive an additional distribution from the bankruptcy estate; however, the amount and timing of any additional distribution is dependent upon the outcome of the MODOR appeal. 110 KLT Telecom originally acquired a 47% interest in DTI in 1997. On February 8, 2001, KLT Telecom acquired control of DTI by purchasing shares from another Holdings shareholder, Richard D. Weinstein (Weinstein), increasing its ownership to 83.6%. In connection with this purchase, KLT Telecom granted Weinstein a put option. The put option provided for the sale by Weinstein of his remaining shares in Holdings to KLT Telecom during a period beginning September 1, 2003, and ending August 31, 2005. The put option provides for an aggregate exercise price for these remaining shares equal to their fair market value with an aggregate floor amount of $15 million. The floor amount of the put option was fully reserved during 2001. On September 2, 2003, Weinstein delivered to KLT Telecom notice of the exercise of his put option. KLT Telecom declined to pay Weinstein any amount under the put option because, among
other things, the stock of Holdings has been cancelled and extinguished pursuant to the joint Chapter 11 plan confirmed by the Bankruptcy Court. Weinstein has sued KLT Telecom for allegedly breaching the put option. Trial of this suit is scheduled to begin in May 2005. 16. ASSET RETIREMENT OBLIGATIONS Effective January 1, 2003, the Company adopted SFAS No. 143. SFAS No. 143 provides accounting requirements for the recognition and measurement of liabilities associated with the retirement of tangible long-lived assets. Under the standard, these liabilities are recognized at fair value as incurred and capitalized as part of the cost of the related long-lived asset. Accretion of the liabilities due to the passage of time is recorded as an operating expense. Retirement obligations associated with long-lived assets included within the scope of SFAS No. 143 are those for which a legal obligation exists under enacted laws, statutes and written or oral contracts, including obligations arising under the doctrine of promissory estoppel. The adoption of SFAS No. 143 changed the accounting for and the method used to report KCP&Ls obligation to decommission its 47% share of Wolf Creek. The legal obligation to decommission Wolf Creek was incurred when the plant was placed in service in 1985. The estimated liability, recognized on KCP&Ls balance sheet at January 1, 2003, was based on a third party nuclear decommissioning study conducted in 2002. KCP&L used a credit-adjusted risk free discount rate of 6.42% to calculate the retirement obligation. This estimated rate was based on the rate KCP&L could issue 30-year bonds, adjusted downward to reflect the portion of the anticipated costs in current year dollars that had been funded at date of adoption through a tax-qualified trust fund. The cumulative impact of prior decommissioning accruals recorded consistent with rate orders issued by the MPSC and KCC has been
reversed with an offsetting reduction of the regulatory asset established upon adoption of SFAS No. 143, as described below. Amounts collected through these rate orders have been deposited in a legally restricted external trust fund. The fair market value of the trust fund was $84.1 million and $75.0 million at December 31, 2004 and 2003, respectively. KCP&L also must recognize, where possible to estimate, the future costs to settle other legal liabilities including the removal of water intake structures on rivers, capping/filling of piping at levees following steam power plant closures and capping/closure of ash landfills. Estimates for these liabilities are based on internal engineering estimates of third party costs to remove the assets in satisfaction of legal obligations and have been discounted using credit adjusted risk free rates ranging from 5.25% to 7.50% depending on the anticipated settlement date. Revisions to the estimated liabilities of KCP&L could occur due to changes in the decommissioning or other cost estimates, extension of the nuclear operating license or changes in federal or state regulatory requirements. On January 1, 2003, KCP&L recorded an ARO of $99.2 million, reversed the decommissioning liability of $64.6 million previously accrued and increased property and equipment, net of accumulated depreciation, by $18.3 million. KCP&L is a regulated utility subject to the provisions of SFAS No. 71 111 and management believes it is probable that any differences between expenses under SFAS No. 143 and expenses recovered currently in rates will be recoverable in future rates. As a result, the $16.3 million net cumulative effect ($80.9 million gross cumulative effect net of $64.6 million decommissioning liability previously accrued) of the adoption of SFAS No. 143 was recorded as a regulatory asset and therefore, had no impact on net income. In addition, KCP&L recognizes removal costs for utility assets that do not have an associated legal retirement obligation. Historically, these removal costs have been reflected as a component of depreciation in accordance with regulatory treatment. In conjunction with the adoption of SFAS No. 143, non-legal costs of removal were reclassified for all periods presented from accumulated depreciation to a regulatory asset. KCP&L has legal ARO for certain other assets where it is not possible to estimate the time period when the obligations will be settled. Consequently, the retirement obligations cannot be measured at this time. For transmission easements obtained by condemnation, KCP&L must remove its transmission lines if the line is de-energized. It is extremely difficult to obtain siting for new transmission lines. Consequently, KCP&L does not anticipate de-energizing any of its existing lines. KCP&L also operates, under state permits, ash landfills at several of its power plants. While the life of the ash landfill at one plant can be estimated and is included in the estimated liabilities above, the future life of ash landfills at other permitted landfills cannot be estimated. KCP&L can continue to maintain permits for these landfills after the adjacent plant is closed. KLT Gas had estimated liabilities for gas well plugging and abandonment, facility removal and surface restoration. As a result of the sale of the KLT Gas portfolio discussed in Note 6, the new owners have assumed the ARO related to the KLT Gas portfolio estimated to be $1.8 million as December 31, 2003. The following table summarizes the change in Great Plains Energys and consolidated KCP&Ls ARO, excluding prior year amounts included in Liabilities of Discontinued Operations. Pro forma amounts for 2002 illustrate the effect on ARO if the provisions of SFAS No. 143 had been applied prior to the January 1, 2003, adoption and were measured using assumptions consistent with the period of adoption. 17. SEGMENT AND RELATED INFORMATION Great Plains Energy Great Plains Energy has two reportable segments based on its method of internal reporting, which generally segregates the reportable segments based on products and services, management responsibility and regulation. The two reportable business segments are KCP&L, an integrated, regulated electric utility, which provides reliable, affordable electricity to customers; and Strategic Energy, a competitive electricity supplier, which operates in several electricity markets offering retail choice. Other includes the operations of HSS, GPP, Services, all KLT Inc. operations other than Strategic Energy, unallocated corporate charges and intercompany eliminations. Intercompany eliminations include insignificant amounts of intercompany financing related activities. The summary of significant accounting policies applies to all of the reportable segments. For segment reporting, each 112 segments income taxes include the effects of allocating holding company tax benefits. Segment performance is evaluated based on net income. The tables below reflect summarized financial information concerning Great Plains Energys reportable segments. 113 Consolidated KCP&L The following tables reflect summarized financial information concerning consolidated KCP&Ls reportable segment. Other includes the operations of HSS and intercompany eliminations. Intercompany eliminations include insignificant amounts of intercompany financing related activities. 114 18. SHORT-TERM BORROWINGS AND SHORT-TERM BANK LINES OF CREDIT In December 2004, Great Plains Energy syndicated a $550 million, five-year revolving credit facility with a group of banks replacing a $150.0 million 364-day revolving credit facility and a $150.0 million three-year revolving credit facility with a group of banks that were syndicated earlier in 2004. Those latter two facilities had replaced a $225.0 million revolving credit facility with a group of banks. A default by Great Plains Energy or any of its significant subsidiaries of other indebtedness totaling more than $25.0 million is a default under the current facility. Under the terms of the agreement, Great Plains Energy is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the agreement, not greater than 0.65 to 1.00 at all times. At December 31, 2004, the Company was in compliance with this covenant. At December 31, 2004, Great Plains Energy had
$20.0 million of outstanding borrowings with an interest rate of 3.04% and had issued letters of credit totaling $8.0 million under the credit facility as credit support for Strategic Energy. At December 31, 2003, Great Plains Energy had $87.0 million of outstanding borrowings under the $225.0 million revolving credit facility with a weighted-average interest rate of 2.12% and had issued a letter of credit for $15.8 million as credit support for Strategic Energy. KCP&L's short-term borrowings consist of funds borrowed from banks or through the sale of commercial paper as needed. In December 2004, KCP&L syndicated a $250 million five-year revolving credit facility. This facility replaced $155 million in 364-day bilateral credit lines KCP&L had in place with a group of banks. A default by KCP&L on other indebtedness totaling more than $25.0 million is a default under the current facility. Under the terms of the agreement, KCP&L is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the agreement, not greater than 0.65 to 1.00 at all times. At December 31, 2004, KCP&L was in compliance with this covenant. At December 31, 2004 and 2003, KCP&L had no short-term borrowings outstanding. During 2004, Strategic Energy syndicated a $125.0 million three-year revolving credit facility with a group of banks. Great Plains Energy has guaranteed $25.0 million of this facility. This facility replaced a $95.0 million revolving credit facility with a group of banks. A default by Strategic Energy of other indebtedness, as defined in the new facility, totaling more than $7.5 million is a default under the facility. Under the terms of this agreement, Strategic Energy is required to maintain a minimum net worth of $62.5 million, a maximum funded indebtedness to EBITDA ratio of 2.25 to 1.00, a minimum fixed charge coverage ratio of at least 1.05 to 1.00 and a minimum debt service coverage ratio of at least 4.00 to 1.00 as those are defined in the agreement. In the event of a breach of one or more of these four covenants, so long as no other default has occurred, Great Plains Energy may cure the breach
through a cash infusion, a guarantee increase or a combination of the two. At December 31, 2004, Strategic Energy was in compliance with these covenants. At December 31, 2004, $69.2 million in letters of credit had been issued and there were no borrowings under the agreement. At December 31, 2003, $58.5 million in letters of credit had been issued under the previous agreement. 115 On June 30, 2003, HSS completed the disposition of its interest in RSAE. RSAEs line of credit totaling $27 million was cancelled. With proceeds from a note to Great Plains Energy, HSS repaid $22.1 million on the supported bank line. HSS repaid all but an immaterial amount of the notes payable to Great Plains Energy during 2004. At December 31, 2003, the notes payable to Great Plains Energy totaled $22.0 million. See Note 7 for additional information concerning the disposition of RSAE. 19. LONG-TERM DEBT AND EIRR BONDS CLASSIFIED AS CURRENT LIABILITIES Great Plains Energy and consolidated KCP&Ls long-term debt is detailed in the following table. Amortization of Debt Expense Great Plains Energys and consolidated KCP&Ls amortization of debt expense is detailed in the following table. KCP&L General Mortgage Bonds KCP&L has issued mortgage bonds under the General Mortgage Indenture and Deed of Trust dated December 1, 1986, as supplemented. The Indenture creates a mortgage lien on substantially all utility 116 plant. Mortgage bonds secure $159.3 million and $213.8 million of medium-term notes and Environmental Improvement Revenue Refunding (EIRR) bonds at December 31, 2004 and 2003, respectively. In 2004, KCP&L redeemed $54.5 million of its medium-term notes at maturity. In August 2004, KCP&L secured a municipal bond insurance policy as a credit enhancement to its secured 1992 series EIRR bonds totaling $31.0 million. This municipal bond insurance policy replaced a 364-day credit facility with a bank, which expired in August 2004 that previously supported full liquidity of these bonds. These variable-rate secured EIRR bonds with a final maturity in 2017 are remarketed on a weekly basis through a Dutch auction process. The insurance agreement between KCP&L and XL Capital Assurance Inc. (XLCA), the issuer of the municipal bond insurance policy, provides for reimbursement by KCP&L for any amounts that XLCA pays under the municipal bond insurance policy. The insurance policy is in effect for the term of the bonds. The insurance agreement contains a covenant that the indebtedness to total capitalization ratio of KCP&L and its consolidated subsidiaries will not
be greater than 0.68 to 1.00. At December 31, 2004, KCP&L was in compliance with this covenant. KCP&L is also restricted from issuing additional bonds under its General Mortgage Indenture if, after giving effect to such additional bonds, the proportion of secured debt to total indebtedness would be more than 75%, or more than 50% if the long term rating for such bonds by Standard & Poors or Moodys Investors Service would be at or below A- or A3, respectively. In the event of a default under the insurance agreement, XLCA may take any available legal or equitable action against KCP&L, including seeking specific performance of the covenants. During 2004, KCP&L remarketed its secured 1994 series EIRR bonds totaling $35.9 million at a fixed rate of 2.25% ending August 31, 2005. If the bonds could not be remarketed, KCP&L would be obligated to either purchase or retire the bonds. KCP&L also remarketed its secured 1993 series EIRR bonds totaling $12.4 million at a fixed rate of 4.0% until maturity at January 2, 2012. The previous interest rate periods on these two series, with interest rates of 3.9%, expired on August 31, 2004. The $35.9 million of secured 1994 series EIRR bonds were classified as current liabilities at December 31, 2004. Both of these series were classified as current liabilities at December 31, 2003. KCP&L Unsecured Notes KCP&L had $196.5 million of unsecured EIRR bonds outstanding excluding the fair value of interest rate swaps of $0.7 million and $3.3 million at December 31, 2004 and 2003, respectively. During 2004, KCP&L remarketed its 1998 Series C EIRR bonds, totaling $50.0 million due 2017, at a fixed rate of 2.38% ending August 31, 2005. If the bonds could not be remarketed, KCP&L would be obligated to either purchase or retire the bonds. The previous interest rate period on this series, with an interest rate of 2.25%, expired on August 31, 2004. The Series C EIRR bonds were classified as current liabilities at December 31, 2004 and 2003. In 1997, KCPL Financing I issued $150.0 million of 8.3% preferred securities and KCP&L invested $4.6 million in common securities of KCPL Financing I. The sole asset of KCPL Financing I was the $154.6 million principal amount of 8.3% Junior Subordinated Deferrable Interest Debentures, due 2037, issued by KCP&L. In July 2004, KCP&L redeemed the $154.6 million 8.3% Junior Subordinated Deferred Interest Debentures. KCPL Financing I used the proceeds from the repayment of the 8.3% Junior Subordinated Deferrable Interest Debentures to redeem the $4.6 million of common securities held by KCP&L and the $150.0 million of 8.3% preferred securities. Other Great Plains Energy Long-Term Debt Great Plains Energy filed a registration statement, which became effective in April 2004, for the issuance of an aggregate amount up to $500.0 million of any combination of senior debt securities, subordinated debt securities, trust preferred securities and related guarantees, common stock, warrants, stock purchase contracts or stock purchase units. The prospectus filed with this registration 117 statement also included $148.2 million of securities remaining available to be offered under a prior registration statement providing for an aggregate amount of availability of $648.2 million. In June 2004, Great Plains Energy issued $163.6 million of FELINE PRIDES under this registration statement. After this transaction and the stock issuance discussed in Note 20, $171.0 million remains available under the registration statement. FELINE PRIDES, each with a stated amount of $25, initially consist of an interest in a senior note due February 16, 2009, and a contract requiring the holder to purchase the Companys common stock on February 16, 2007. Each purchase contract obligates the holder of the purchase contract to purchase, and Great Plains Energy to sell, on February 16, 2007, for $25 in cash, newly issued shares of the Companys common stock equal to the settlement rate. The settlement rate will vary according to the applicable market value of the Companys common stock at the settlement date. Applicable market value will be measured by the average
of the closing price per share of the Companys common stock on each of the 20 consecutive trading days ending on the third trading day immediately preceding February 16, 2007. The settlement rate will be applied to the 6.5 million FELINE PRIDES at the settlement date to issue a number of common shares determined as described in the following table. Great Plains Energy will make quarterly contract adjustment payments at the rate of 3.75% per year and interest payments at the rate of 4.25% per year both payable in February, May, August and November of each year, which commenced August 16, 2004. Great Plains Energy must attempt to remarket the senior notes, in whole but not in part. If the senior notes are not successfully remarketed by February 16, 2007, Great Plains Energy will exercise its rights as a secured party to dispose of the senior notes in accordance with applicable law and satisfy in full each holders obligation to purchase the Companys common stock under the purchase contracts. The June 2004 fair value of the contract adjustment payments of $15.4 million was recorded as a liability in other deferred credits and other liabilities with a corresponding amount recorded as capital stock premium and expense on Great Plains Energys consolidated balance sheet. Expenses incurred with the offering were allocated between the senior notes and the purchase contracts. Expenses allocated to the senior notes of $1.2 million have been deferred and are being recognized as interest expense over the term of the notes. Expenses allocated to the purchase contracts of $4.2 million were recorded as capital stock premium and expense. Great Plains Energy has the right to defer the contract adjustment payment on the purchase contracts, but not the interest payments on the senior notes. In the event Great Plains Energy exercises its option to defer the payment of contract adjustment payments, Great
Plains Energy and its subsidiaries are not permitted to, with certain exceptions, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any capital stock of Great Plans Energy until the deferred contract adjustment payments have been paid. KLT Investments' affordable housing notes are collateralized by the affordable housing investments. Most of the notes also require the greater of 15% of the outstanding note balances or the next annual 118 installment to be held as cash, cash equivalents or marketable securities. At December 31, 2004, the collateral was held entirely as cash and totaled $3.7 million. At December 31, 2003, collateral of $4.7 million was held as cash and $1.5 million was held in equity securities for these notes. The equity securities were included in other investments and nonutility property on Great Plains Energys consolidated balance sheets. Scheduled Maturities Great Plains Energy's and consolidated KCP&L's long-term debt maturities for the next five years are detailed in the following table. 20. COMMON STOCK EQUITY AND PREFERRED STOCK Common Stock Equity In 2004, Great Plains Energy issued 5.0 million shares of common stock at $30 per share under the registration statement discussed in Note 19 with $150.0 million in gross proceeds. Issuance costs of $5.4 million are reflected in capital stock premium and expense on Great Plains Energys consolidated balance sheet and statement of common stock equity at December 31, 2004. Treasury shares are held for future distribution upon exercise of options issued in conjunction with the Companys equity compensation plan. Great Plains Energy has 3.0 million shares of common stock registered with the SEC for a Dividend Reinvestment and Direct Stock Purchase Plan (Plan). The Plan allows for the purchase of common shares by reinvesting dividends or making optional cash payments. Great Plains Energy can issue new shares or purchase shares on the open market for the Plan. At December 31, 2004, 2.2 million shares remained available for future issuances. Great Plains Energy has 9.3 million shares of common stock registered with the SEC for a defined contribution savings plan. The Company matches employee contributions, subject to limits. At December 31, 2004, 1.1 million shares remained available for future issuances. Under the 35 Act, Great Plains Energy and KCP&L can pay dividends only out of retained or current earnings, unless authorized to do otherwise by the SEC. Under stipulations with the MPSC and KCC, Great Plains Energy and KCP&L have committed to maintain consolidated common equity of not less than 30% and 35%, respectively. Pursuant to SEC order, Great Plains Energys and KCP&Ls authorization to issue securities is conditioned on maintaining a consolidated common equity capitalization of at least 30%. Great Plains Energys Articles of Incorporation contain a restriction related to the payment of dividends in the event common equity falls to 25% of total capitalization. If preferred stock dividends are not declared and paid when scheduled, Great Plains Energy could not declare or pay common stock dividends or purchase any common shares. If the unpaid preferred stock dividends equal four or more full quarterly dividends, the preferred shareholders, voting as a single class, could elect the smallest number of Directors necessary to constitute a majority of the full Board of Directors. 119 Great Plains Energy made capital contributions to KCP&L of $225 million and $100 million in 2004 and 2003, respectively. These contributions were used to pay down long-term debt. At December 31, 2004, KCP&Ls capital contributions from Great Plains Energy totaled $400 million which is reflected in common stock in the consolidated KCP&L balance sheet. Preferred Stock As of December 31, 2004, 1.6 million shares of Cumulative No Par Preferred Stock and 11.0 million shares of no par Preference Stock were authorized under Great Plains Energys Articles of Incorporation. Great Plains Energy has the option to redeem the $39.0 million of issued Cumulative Preferred Stock at prices approximating par or stated value. 21. DERIVATIVE FINANCIAL INSTRUMENTS The Companys activities expose it to a variety of market risks including interest rates and commodity prices. Management has established risk management policies and strategies to reduce the potentially adverse effects that the volatility of the markets may have on its operating results. The Companys risk management activities, including the use of derivatives, are subject to the management, direction and control of internal risk management committees. The Companys interest rate risk management strategy uses derivative instruments to adjust the Companys liability portfolio to optimize the mix of fixed and floating rate debt within an established range. The Company maintains commodity-price risk management strategies that use derivative instruments to reduce the effects of fluctuations on purchased power expense caused by commodity price volatility. Counterparties on commodity
derivatives and interest rate swap agreements expose the Company to credit loss in the event of nonperformance. This credit loss is limited to the cost of replacing these contracts at current market rates. Derivative instruments measured at fair value are recorded on the balance sheet as an asset or liability. Changes in the fair value are recognized currently in net income unless specific hedge accounting criteria are met. Fair Value Hedges - Interest Rate Risk Management In 2002, KCP&L remarketed its 1998 Series A, B, and D EIRR bonds totaling $146.5 million to a 5-year fixed interest rate of 4.75% ending October 1, 2007. Simultaneously with the remarketing, KCP&L entered into an interest rate swap for the $146.5 million based on the London Interbank Offered Rate (LIBOR) to effectively create a floating interest rate obligation. The transaction is a fair value hedge with no ineffectiveness. Changes in the fair market value of the swap are recorded on the balance sheet as an asset or liability with an offsetting entry to the respective debt balances with no net impact on net income. The fair value of the swap was an asset of $0.7 million and $3.3 million at December 31, 2004 and 2003, respectively. Cash Flow Hedges - Commodity Risk Management KCP&Ls risk management policy is to use derivative hedge instruments to mitigate its exposure to market price fluctuations on a portion of its projected natural gas purchases to meet generation requirements for retail and firm wholesale sales. As of December 31, 2004, KCP&L had slightly under half of its 2005 projected natural gas usage for retail load and firm MWh sales hedged. These hedging instruments are designated as cash flow hedges. The fair values of these instruments are recorded as current assets or current liabilities with an offsetting entry to OCI for the effective portion of the hedge. To the extent the hedges are not effective, the ineffective portion of the change in fair market value is recorded currently in fuel expense. KCP&L did not record any gains or losses due to ineffectiveness for the years ended December 31, 2004, 2003 or 2002. When the natural gas is
purchased, the amounts in OCI are reclassified to fuel expense in the consolidated income statement. Strategic Energy maintains a commodity-price risk management strategy that uses forward physical energy purchases and other derivative instruments to reduce the effects of fluctuations on purchased 120 power expense caused by commodity-price volatility. Derivative instruments are used to limit the unfavorable effect that price increases will have on electricity purchases, effectively fixing the future purchase price of electricity for the applicable forecasted usage and protecting Strategic Energy from significant price volatility. The maximum term over which Strategic Energy is hedging its exposure and variability of future cash flows is 3.1 years and 3.0 years at December 31, 2004 and 2003, respectively. Certain forward fixed price purchases and swap agreements are designated as cash flow hedges. The fair values of these instruments are recorded as assets or liabilities with an offsetting entry to OCI for the effective portion of the hedge. To the extent the hedges are not effective, the ineffective portion of the change in fair market value is recorded currently in purchased power. When the forecasted purchase is completed, the amounts in OCI are reclassified to purchased power. Purchased power for the year ended December 31, 2004, includes a $3.2 million gain due to ineffectiveness of the cash flow hedges. Strategic Energy did not record any gains or losses due to ineffectiveness for the years ended December 31, 2003 or 2002. In 2003, Strategic Energy terminated an agreement with a swap counterparty due to credit and performance concerns. Strategic Energy received a $4.8 million fair value settlement. The swap was designated as a cash flow hedge of a forecasted transaction and Strategic Energy management believed the forecasted transaction would occur. Accordingly, the $4.8 million settlement was reclassified to purchased power expense over the remaining term of the underlying transaction, which was completed in 2003. Strategic Energy also enters into economic hedges (non-hedging derivatives) that do not qualify for hedge accounting. The changes in the fair value of these derivative instruments recorded into net income as a component of purchased power were a $1.5 million loss and an insignificant gain for the years ended December 31, 2004 and 2003, respectively. The notional and estimated fair values of the Companys derivative instruments are summarized in the following table as of December 31. The fair values of these derivatives are recorded on the consolidated balance sheets as of December 31, 2004 and 2003, respectively.
121 The amounts recorded in accumulated OCI related to the cash flow hedges are summarized in the following table. The amounts recorded in current assets and liabilities reflected in accumulated OCI in the table above as of December 31, 2004, are expected to be reclassified to expenses during the next twelve months for Great Plains Energy and consolidated KCP&L. The amounts reclassified to revenues and expenses in 2004, 2003 and 2002 are summarized in the following table. 22. JOINTLY OWNED ELECTRIC UTILITY PLANTS KCP&Ls share of jointly owned electric utility plants as of December 31, 2004, is detailed in the following table. Each owner must fund its own portion of the plant's operating expenses and capital expenditures. KCP&Ls share of direct expenses is included in the appropriate operating expense classifications in the Great Plains Energy and consolidated KCP&L Statements of Income. 122 23. QUARTERLY OPERATING RESULTS (UNAUDITED) Quarterly data is subject to seasonal fluctuations with peak periods occurring in the summer months.
123 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Great Plains Energy Incorporated We have audited the accompanying consolidated balance sheets of Great Plains Energy Incorporated and subsidiaries (the Company) as of December 31, 2004 and 2003, and the related consolidated statements of income, comprehensive income, common stock equity and cash flows for each of the three years in the period ended December 31, 2004. Our audits also included the financial statement schedules listed in the Index at Item 15. These financial statements and financial statement schedules are the responsibility of the Companys management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Great Plains Energy Incorporated and subsidiaries as of December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein. As discussed in Note 5 to the consolidated financial statements, effective January 1, 2002, the Company changed its method of accounting for intangible assets to adopt Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets. As discussed in Notes 1 and 16, respectively, to the consolidated financial statements, effective January 1, 2003, the Company changed its method of accounting for stock-based compensation to adopt SFAS No. 123, Accounting for Stock-Based Compensation and changed its method of accounting for asset retirement obligations to adopt SFAS No. 143, Accounting for Asset Retirement Obligations. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Companys internal control over financial reporting as of December 31, 2004, based on the criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 4, 2005, expressed an unqualified opinion on managements assessment of the effectiveness of the Companys internal control over financial reporting and an unqualified opinion on the effectiveness of the Companys internal control over financial reporting. /s/DELOITTE & TOUCHE LLP Kansas City, Missouri March 4, 2005
124 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of Kansas City Power & Light Company We have audited the accompanying consolidated balance sheets of Kansas City Power & Light Company and subsidiaries (the Company) as of December 31, 2004 and 2003, and the related consolidated statements of income, comprehensive income, common stock equity and cash flows for each of the three years in the period ended December 31, 2004. Our audits also included the financial statement schedules listed in the Index at Item 15. These financial statements and financial statement schedules are the responsibility of the Companys management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Kansas City Power & Light and subsidiaries as of December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein. As discussed in Note 5 to the consolidated financial statements, effective January 1, 2002, the Company changed its method of accounting for intangible assets to adopt Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets. As discussed in Note 16 to the consolidated financial statements, effective January 1, 2003, the Company changed its method of accounting for asset retirement obligations to adopt SFAS No. 143, Accounting for Asset Retirement Obligations. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Companys internal control over financial reporting as of December 31, 2004, based on the criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 4, 2005, expressed an unqualified opinion on managements assessment of the effectiveness of the Companys internal control over financial reporting and an unqualified opinion on the effectiveness of the Companys internal control over financial reporting. /s/DELOITTE & TOUCHE LLP Kansas City, Missouri March 4, 2005 125 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures Great Plains Energy and KCP&L carried out evaluations of their disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended). These evaluations were conducted under the supervision, and with the participation, of each companys management, including the chief executive officer and chief financial officer of each company and the companies disclosure committee. Based upon these evaluations, the chief executive officer and chief financial officer of Great Plains Energy and KCP&L, respectively, have concluded as of the end of the period covered by this report that the disclosure controls and procedures of Great Plains Energy and KCP&L are functioning effectively to provide reasonable assurance that the information required to be disclosed by the respective companies in the reports that they file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Changes in Internal Control Over Financial Reporting There has been no change in Great Plains Energys or KCP&Ls internal control over financial reporting that occurred during the quarterly period ended December 31, 2004, that has materially affected, or is reasonably likely to materially affect, those companies internal control over financial reporting. Managements Report on Internal Control Over Financial Reporting Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Great Plains Energy Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) for Great Plains Energy. Under the supervision and with the participation of Great Plains Energys chief executive officer and chief financial officer, management evaluated the effectiveness of Great Plains Energys internal control over financial reporting as of December 31, 2004. Management used for this evaluation the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Management has concluded that, as of December 31, 2004, Great Plains Energys internal control over financial reporting is effective based on the criteria set forth in the COSO framework.
Deloitte & Touche, LLP, the independent registered public accounting firm that audited the financial statements included in this annual report on Form 10-K, has issued its audit report on this assessment, which is included below.
126 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Great Plains Energy Incorporated We have audited managements assessment, included in the accompanying Managements Report on Internal Control Over Financial Reporting, that Great Plains Energy Incorporated and subsidiaries (the Company) maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on managements assessment and an opinion on the effectiveness of the Companys internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions. A companys internal control over financial reporting is a process designed by, or under the supervision of, the companys principal executive and principal financial officers, or persons performing similar functions, and effected by the companys board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements. Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, managements assessment that the Company maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on the criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. 127 We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2004, of the Company and our report dated March 4, 2005, expressed an unqualified opinion on those financial statements and financial statement schedules. /s/DELOITTE & TOUCHE LLP Kansas City, Missouri March 4, 2005 KCP&L Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 15d-15(f) under the Securities Exchange Act of 1934, as amended) for KCP&L. Under the supervision and with the participation of KCP&Ls chief executive officer and chief financial officer, management evaluated the effectiveness of KCP&Ls internal control over financial reporting as of December 31, 2004. Management used for this evaluation the framework in Internal Control Integrated Framework issued by the COSO of the Treadway Commission. Management has concluded that, as of December 31, 2004, KCP&Ls internal control over financial reporting is effective based on the criteria set forth in the COSO framework. Deloitte & Touche, LLP, the independent registered public accounting firm that
audited the financial statements included in this annual report on Form 10-K, has issued its audit report on this assessment, which is included below. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of Kansas City Power & Light Company We have audited managements assessment, included in the accompanying Managements Report on Internal Control Over Financial Reporting, that Kansas City Power & Light Company and subsidiaries (the Company) maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on managements assessment and an opinion on the effectiveness of the Companys internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions. A companys internal control over financial reporting is a process designed by, or under the supervision of, the companys principal executive and principal financial officers, or persons performing similar functions, and effected by the companys board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the 128 transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements. Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, managements assessment that the Company maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on the criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2004, of the Company and our report dated March 4, 2005, expressed an unqualified opinion on those financial statements and financial statement schedules. /s/DELOITTE & TOUCHE LLP Kansas City, Missouri March 4, 2005 ITEM 9B. OTHER INFORMATION Report of Triggering Events in Lieu of Current Report on Form 8-K On March 7, 2005, Great Plains Energy announced the resignation of Andrea F. Bielsker as Senior Vice President- Finance, Chief
Financial Officer and Treasurer effective March 25, 2005. An Agreement containing the terms of the resignation is attached to this report as Exhibit 10.1.jj. Effective March 28, 2005, Terry Bassham will become Executive Vice President Finance & Strategic Development and Chief Financial
Officer of Great Plains Energy. Mr. Bassham, 44, has been Executive Vice President, Chief Financial and Administrative Officer
(November 2001 to March 2005), Executive Vice President and General Counsel (August 2000 to November 2001) and Vice President and
General Counsel (January 1999 to August 2000) of El Paso Electric Company. 129 Mr. Basshams initial annual base salary will be $275,000. Mr. Bassham will participate in the Great Plains Energy Annual Incentive
Plan 2005, under which he will be eligible to receive up to 150% of a cash bonus of 40% of his annual base salary at target. He will
also receive a $275,000 grant of restricted stock payable at the end of three years upon continued employment and performance shares
equal to 70% of base salary at target under the Great Plains Long-Term Incentive Plan. Mr. Bassham will enter into an
indemnification agreement and a change of control severance agreement with Great Plains Energy. He will also be eligible to
participate in the Companys Non-Qualified Deferred Compensation Plan, Supplemental Executive Retirement Plan and other benefit
plans. The Company will also pay Mr. Basshams reasonable relocation costs. There is no family relationship between Mr. Bassham and
any director or executive officer of the Company or its subsidiaries. There are no transactions or proposed transactions to which
the Company or its subsidiaries, or their respective directors, shareholders or executive officers, is a party and in which Mr.
Bassham has or will have an interest. Combined current report on Form 8-K filed on December 16, 2004 The information provided under Item 1.01 of the combined current report on Form 8-K filed on December 16, 2004, respecting the entry into five-year revolving credit agreements by Great Plains Energy and KCP&L, is also provided under Item 2.03 of Form 8-K. In addition, the following information is provided. The agreements provide for floating rate and Eurodollar advances. The interest rate on floating rate advances is calculated each day and is the higher of the prime rate and the federal funds effective rate plus 0.5% (as those terms are defined in the agreements), plus an amount based on current credit ratings. The interest rate on Eurodollar advances is based on the Eurodollar interest rate for the applicable period, adjusted for reserve requirements, plus an amount based on current credit ratings. Eurodollar advances may be made for terms of one, two, three or six months. Advances may be repaid at any time. All outstanding advances are due and payable at the expiration of the term of the agreements. The five-year credit agreements contain representations and affirmative, negative and financial covenants customary for such facilities, including, among other things, limits on the incurrence of liens, disposition of assets, consolidations and mergers. The agreements also contain customary events of default including, without limitation, payment defaults, material inaccuracy of representations and warranties, covenant defaults, indebtedness cross-defaults, certain bankruptcy and insolvency events and certain ERISA events. Upon a default caused by certain events of bankruptcy and insolvency, the obligations of the lenders to make advances or issue letters of credit automatically cease, and all outstanding advances and letter of credit obligations are immediately payable. Upon other defaults, lenders in the aggregate having more than 50% of the aggregate commitment under the credit agreement, may cause the termination or suspensio
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of the obligations of the lenders to make advances or issue letters of credit, or declare all outstanding advances and letter of credit obligations to be due and payable, or both. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS Great Plains Energy Directors The following information is incorporated by reference from the Great Plains Energy 2005 Proxy Statement, which will be filed with the SEC no later than March 31, 2005 (Proxy Statement): 130 Information regarding the directors of Great Plains Energy required by this item contained in the section titled Election of Directors. Information regarding the Audit Committee of Great Plains Energy required by this item contained in the sections titled Corporate Governance, Election of Directors and Director Independence. KCP&L Directors Great Plains Energy, as the sole shareholder of KCP&L, elects the directors of KCP&L. The directors of KCP&L are the same as those for Great Plains Energy, and the Board committees of Great Plains Energy function as the Board committees of KCP&L. The eleven individuals listed below are all of the current directors and have consented to stand for election to the Board of Great Plains Energy. If they are elected at the annual shareholders meeting on May 3, 2005, to serve on the Great Plains Energy Board, they will also be elected to the KCP&L Board to serve as directors until the next annual shareholders meeting and until their successors are elected and qualified. David L. Bodde Director since 1994 Dr. Bodde, 62, is the Senior Fellow and Professor, Arthur M. Spiro Center for Entrepreneurial Leadership at Clemson University (since 2004). He previously held the Charles N. Kimball Professor of Technology and Innovation (1996-2004), at the University of Missouri-Kansas City. He also serves on the board of The Commerce Funds. Dr. Bodde served as a member of the Audit and Governance committees during 2004. Michael J. Chesser Director since 2003 Mr. Chesser, 56, is Chairman of the Board and Chief Executive Officer of Great Plains Energy and Chairman of the Board KCP&L (since October 2003). Previously he served as Chief Executive Officer of United Water (2002-2003); President and Chief Executive Officer of GPU Energy (2000-2002); and President and Chief Executive Officer of Itron Inc. (1999-2000). Mr. Chesser served as a member of the Executive committee in 2004. William H. Downey Director since 2003 Mr. Downey, 60, is President and Chief Operating Officer - Great Plains Energy and President and Chief Executive Officer - KCP&L (since October 2003). Mr. Downey joined the Company in 2000 as Executive Vice President Kansas City Power & Light Company and President KCPL Delivery Company. He previously was principal of W. H. Downey & Associates (1999-2000). Mr. Downey also serves on the board of Enterprise Financial Services Corp. Mark A. Ernst Director since 2000 Mr. Ernst, 46, is Chairman, President and Chief Executive Officer of H&R Block, Inc., a global provider of tax preparation, investment, mortgage and accounting services. He was elected Chairman of the Board in 2002, Chief Executive Officer in 2001 and President in 1999. Mr. Ernst also serves on the board of Knight Ridder, Inc. Mr. Ernst served on the Audit and Compensation and Development committees during 2004. Randall C. Ferguson, Jr. Director since 2002 Mr. Ferguson, 53, is the Senior Partner for Business Development for Tshibanda & Associates, LLC (since March 2005), a consulting and project management services firm committed to assisting clients to improve operations and achieve long-lasting, measurable results. Previously he served as Senior Vice President Business Growth & Member Connections with the Greater Kansas City Chamber of Commerce (2003-2005) 131 and the retired Senior Location Executive (1998-2003) for the IBM Kansas City Region. Mr. Ferguson served on the Audit and Governance committees during 2004. William K. Hall Director since 2000 Dr. Hall, 61, is Chairman (since 2000) of Procyon Technologies, Inc., a holding company with investments in the aerospace and defense industries. He also served as Chief Executive Officer (2000-2003) of the company. Dr. Hall also serves on the boards of Actuant Corporation, A. M. Castle & Co., GenCorp and Woodhead Industries. Dr. Hall served on the Compensation and Development and Executive committees during 2004. Luis A. Jimenez Director since 2001 Mr. Jimenez, 60, is Senior Vice President and Chief Strategy Officer (since 2001) of Pitney Bowes Inc., a global provider of integrated mail and document management solutions. He served as Vice President, Global Growth and Future Strategy (1999-2001). Mr. Jimenez served on the Governance and Executive committees during 2004. James A. Mitchell Director since 2002 Mr. Mitchell, 63, is the Executive Fellow-Leadership, Center for Ethical Business Cultures (since 1999), a not-for-profit organization assisting business leaders in creating ethical and profitable cultures. Mr. Mitchell served on the Compensation and Development and Governance committees during 2004. William C. Nelson Director since 2000 Mr. Nelson, 67, is Chairman (since 2001) of George K. Baum Asset Management, a provider of investment management services to individuals, foundations and institutions. He is the retired Chairman (1990-2000) of Bank of America Midwest. He also serves on the board of DST Systems. Mr. Nelson served on the Audit and Compensation and Development committees during 2004. Linda H. Talbott Director since 1983 Dr. Talbott, 64, is President of Talbott & Associates (since 1975), consultants in strategic planning, philanthropic management and development to foundations, corporations, and nonprofit organizations. She is also Chairman of the Center for Philanthropic Leadership. Dr. Talbott served as a member of the Executive and Governance committees during 2004. Robert H. West Director since 1980 Mr. West, 66, serves on the boards of Saint Lukes Health System, Burlington Northern Santa Fe Corporation and Commerce Bancshares, Inc. Mr. West served as the Lead Director of the Board and as a member of the Audit, Executive and Compensation and Development committees during 2004. KCP&L Audit Committee The Audit Committee of the Great Plains Energy Board of Directors functions as the Audit Committee of KCP&L. The members of the Audit Committee are Mark A. Ernst, David L. Bodde, Randall C. Ferguson, Jr., William C. Nelson and Robert H. West. The Board identified Mark A. Ernst, William C. Nelson and Robert H. West as independent audit committee financial experts, as that term is defined by the SEC pursuant to Section 407 of the Sarbanes-Oxley Act of 2002, and determined that those individuals are independent. Great Plains Energy and KCP&L Executive Officers Information regarding the executive officers of Great Plains Energy and KCP&L is contained in this report in the Part I, Item 1 section titled Executive Officers. 132 Great Plains Energy and KCP&L Code of Ethics The Company has adopted a Code of Business Conduct and Ethics (Code), which applies to all directors, officers and employees of Great Plains Energy, KCP&L and their subsidiaries. The Code is posted on the investor relations page of our Internet websites at www.greatplainsenergy.com and www.kcpl.com. A copy of the Code is available, without charge, upon written request to Corporate Secretary, Great Plains Energy Incorporated, 1201 Walnut, Kansas City, Missouri 64106. Great Plains Energy and KCP&L intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of the Code that applies to the principal executive officer, principal financial officer, principal accounting officer or controller of those companies by posting such information on the investor relations page of their Internet websites. Section 16(a) Beneficial Ownership Reporting Compliance The information regarding compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, contained in the section titled Security Ownership of Directors and Officers of the Proxy Statement is incorporated by reference. ITEM 11. EXECUTIVE COMPENSATION GREAT PLAINS ENERGY The information regarding compensation of Great Plains Energy directors and named executive officers contained in the sections titled Corporate Governance, Executive Compensation, Aggregated Option/SAR Exercises in the Last Fiscal Year and Fiscal Year-End Option/SAR Values, Great Plains Energy Pension Plans, Great Plains Energy Severance Agreements, Employment Arrangement With Mr. Chesser, Compensation and Development Committee Report on Executive Compensation, Certain Relationships and Related Transactions and Stock Performance Graph of the Proxy Statement is incorporated by reference.
133 KCP&L Summary Compensation Table The following table contains compensation data for KCP&L executive officers named below, for fiscal years ended December 31, 2004, 2003 and 2002. Name and Principal Annual Compensation Long Term Compensation All Other Compensation Year (b) Salary Bonus Other Annual Compensation Awards Payouts Restricted Stock Securities Underlying Options/ (#) LTIP Payouts Michael J. Chesser 2004 2003 550,000 137,500 495,535 123,750 311,436 - - 1,115,813 - - - - 8,734 1,403 William H. Downey 2004 2003 400,000 325,000 270,292 219,375 - - 1,001,998 - 5,249 - 27,562 20,764 Andrea F. Bielsker 2004 2003 230,000 220,000 141,831 132,000 - - - 125,626 - 2,887 - - 24,678 22,313 Stephen T. Easley 2004 2003 225,000 210,000 200,000 116,684 94,500 56,388 - - - - 128,378 - - 2,449 13,000 - - 11,972 10,737 5,242 William P. Herdegen, III Distribution Operations 2004 2003 175,000 175,000 85,510 78,750 - - - 62,481 - 2,041 - - 8,881 8,594 134 Pension Plans Great Plains Energy has a non-contributory pension plan (Great Plains Energy Pension Plan) providing for benefits upon retirement, normally at age 65. In addition, a supplemental retirement benefit is provided for selected executive officers. The following table shows examples of single life option pension benefits (including unfunded supplemental retirement benefits) payable upon retirement at age 65 to the named executive officers: Each eligible employee with 30 or more years of credited service, or whose age and years of service add up to 85, is entitled to a total monthly annuity equal to 50% of their average base monthly salary for the period of 36 consecutive months in which their earnings were highest. The monthly annuity will be proportionately reduced if their years of credited service are less than 30 or if their age and years of service do not add up to 85. The compensation covered by the Great Plains Energy Pension Plan -- base monthly salary -- excludes any bonuses and other compensation. The Great Plains Energy Pension Plan provides that pension amounts are not reduced by Social Security benefits. The estimated credited years of service for the named executive officers in the Summary Compensation table are as follows: Credited Officer Years of Service Michael J. Chesser (1) 1 year William H. Downey 4 years Andrea F. Bielsker 20 years Stephen T. Easley 8 years William P. Herdegen, III 3 years 135 Eligibility for supplemental retirement benefits is limited to executive officers selected by the Copensation and Development Committee of the Board; all the executive officers named in the Summary Compensation Table are participants. The total retirement benefit payable at the normal retirement date is equal to 2% of highest average earnings, as shown above, for each year of credited service up to 30 (maximum of 60% of highest average earnings). A liability accrues each year to cover the estimated cost of future supplemental benefits. The Internal Revenue Code imposes certain limitations on pensions that may be paid under tax qualified pension plans. In addition to the supplemental retirement benefits, the amount by which pension benefits exceed the limitations will be paid outside the qualified plan and accounted for by Great Plains Energy as an operating expense. Severance Agreements Great Plains Energy has severance agreements (Severance Agreements) with certain KCP&L executive officers, including the named executive officers, to ensure their continued service and dedication to and their objectivity in considering on behalf of Great Plains Energy any transaction that would change the control of the Company. Under the Severance Agreements, an executive officer would be entitled to receive a lump-sum cash payment and certain insurance benefits during the three-year period after a Change in Control (or, if later, the three-year period following the consummation of a transaction approved by Great Plains Energys shareholders constituting a Change in Control) if the officer's employment was terminated by: Great Plains Energy other than for cause or upon death or disability; the executive officer for "Good Reason" (as defined in the Severance Agreements); and the executive officer for any reason during a 30-day period commencing one year after the Change in Control or, if later, commencing one year following consummation of a transaction approved by Great Plains Energys shareholders constituting a change in control (a "Qualifying Termination"). A Change in Control is defined as: an acquisition by a person or group of 20% or more of the Great Plains Energy common stock (other than an acquisition from or by Great Plains Energy or by a Great Plains Energy benefit plan); a change in a majority of the Board; and approval by the shareholders of a reorganization, merger or consolidation (unless shareholders receive 60% or more of the stock of the surviving Company) or a liquidation, dissolution or sale of substantially all of Great Plains Energys assets. Upon a Qualifying Termination, Great Plains Energy must make a lump-sum cash payment to the executive officer of: the officer's base salary through the date of termination; a pro-rated bonus based upon the average of the bonuses paid to the officer for the last five fiscal years; any accrued vacation pay; two or three times the officer's highest base salary during the prior 12 months; two or three times the average of the bonuses paid to the officer for the last five fiscal years; 136 the actuarial equivalent of the excess of the officer's accrued pension benefits including supplemental retirement benefits computed without reduction for early retirement and including two or three additional years of benefit accrual service, over the officer's vested accrued pension benefits; and the value of any unvested Great Plains Energy contributions for the benefit of the officer under the Great Plains Energy Employee Savings Plus Plan. In addition, Great Plains Energy must offer health, disability and life insurance plan coverage to the officer and his dependents on the same terms and conditions that existed immediately prior to the Qualifying Termination for two or three years, or, if earlier, until the executive officer is covered by equivalent plan benefits. Great Plains Energy must make certain "gross-up" payments regarding tax obligations relating to payments under the Severance Agreements as well as provide reimbursement of certain expenses relating to possible disputes that might arise. Payments and other benefits under the Severance Agreements are in addition to balances due under the Great Plains Energy Long-Term Incentive Plan and Annual Incentive Plan. Upon a Change in Control (as defined in the Great Plains Energy Long-Term Incentive Plan), all stock options granted in tandem with limited stock appreciation rights will be automatically exercised. Employment Arrangement with Mr. Chesser Pursuant to the terms of an employment arrangement, Michael Chesser, Chairman of the Board of KCP&L, is entitled to receive three times annual salary and bonus if he is terminated without cause prior to his reaching age 63. After age 63, any benefit for termination without cause will be one times annual salary and bonus until age 65. Regarding pension benefits, Mr. Chesser will receive two credited years of service for every one year of service earned. The additional year of service will be paid as a supplemental retirement benefit. Director Compensation The directors of KCP&L receive the following compensation for serving on the Boards of Great Plains Energy and KCP&L: Non-employee directors received an annual retainer of $50,000 in 2004 ($25,000 of which was used to acquire shares of Great Plains Energy common stock through Great Plains Energys Dividend Reinvestment and Direct Stock Purchase Plan on behalf of each non-employee member of the Board). An additional retainer of $10,000 was paid annually to the lead director. Also, a retainer of $3,000 was paid to those non-employee directors serving as chair of a committee. Attendance fees of $1,000 for each Board meeting and $1,000 for each committee meeting attended were also paid in 2004. Directors may defer the receipt of all or part of the cash retainers and meeting fees. Great Plains Energy also provides life and medical insurance coverage for each non-employee member of the Board. The total premiums paid by Great Plains Energy for this coverage for all participating non-employee directors in 2004 were $30,629.
137 Compensation and Development Committee Report on KCP&L Executive Compensation The Compensation and Development Committee of the Board of Great Plains Energy is composed of five independent directors, and functions as the Compensation Committee of KCP&L. The Compensation and Development Committee sets the executive compensation structure and administers the policies and plans that govern compensation for the executive officers. Executive compensation is consistent with the Great Plains Energy total remuneration philosophy, which provides: Given Great Plains Energys strategies in the competitive and demanding energy marketplace, attracting and retaining talent is a top priority. Great Plains Energy is committed to establishing total remuneration levels that are performance-based, competitive with the energy or utility market for jobs of similar scope to enable the organization to recruit and retain talented personnel at all levels in a dynamic and complex marketplace. This will be established through base salary, benefits and performance-based annual and long-term incentives. The incentive targets will be consistent with current trends in the energy or utility sector and the incentive measures will be appropriately tied to shareholder and customer interests. Executive compensation for 2004 consisted of base salary and annual incentives. No grants were made under the Great Plains Energy Long-Term Incentive Plan in 2004. The Compensation and Development Committee has not adopted a policy concerning the Internal Revenue Services rules on the deductibility of compensation in excess of $1,000,000. Base Salaries The Compensation and Development Committee reviews executive officer salaries annually and makes adjustments as warranted. The Compensation and Development Committee benchmarks executive compensation regularly and compares with national compensation surveys. Base salaries for executive officers were established for 2004 on the basis of: job responsibilities and complexity; individual performance under established guidelines; competitiveness for comparable positions in companies of similar size within the industry and general industry; and sustained performance of the company. Annual Incentive Plan Under the Great Plains Energy Annual Incentive Plan (Plan), executive officers receive incentive compensation based on the achievement of specific corporate business unit and individual goals. The size of the entire award under the Plan is determined by Great Plains Energy earnings per share. Individual award levels are set as a percentage of the executive officers base salary. The corporate earnings per share target is subject to established performance measures at threshold, target and maximum. Payments at target equal 100% of the potential payout for each individual. Performance awards are not paid if the corporate earnings per share performance falls below the threshold level. Corporate earnings per share performance above the target goal results in payouts above the target level. The entire award is distributed proportionately among participants based on individual award levels and
achievement of goals. In 2004, corporate earnings per share were at the maximum level and individual awards were earned in the amounts set forth in the Summary Compensation Table. 138 Long-Term Incentive Plan Great Plains Energy has a Long-Term Incentive Plan, approved by the shareholders, which provides for grants by the Compensation and Development Committee of stock options, restricted stock, performance shares and other stock-based awards. The Compensation and Development Committee believes that appropriate equity interests in Great Plains Energy by its executive officers more closely aligns the interests of management with shareholders and has established stock ownership guidelines for executive officers based on their level within the organization. Compliance with these guidelines is taken into consideration in determining grants under the Long-Term Incentive Plan. No long-term grants were made in 2004. Chief Executive Officer In determining the base salary for William H. Downey, the President and Chief Executive Officer of KCP&L, the Compensation and Development Committee considered: financial performance of the company; cost and quality of services provided; leadership in enhancing the long-term value of the company; and relevant salary data from the utility industry. The incentive award to Mr. Downey in 2004 under the Annual Incentive Plan was determined in the same manner as other executive officers. COMPENSATION AND DEVELOPMENT COMMITTEE William C. Nelson (Chairman) Mark A. Ernst William K. Hall James A. Mitchell Robert H. West ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT GREAT PLAINS ENERGY The information regarding security ownership of the directors and executive officers of Great Plains Energy contained in the section titled Security Ownership of Directors and Officers of the Proxy Statement is incorporated by reference.
139 KCP&L Great Plains Energy is the sole shareholder of KCP&L. The following table shows beneficial ownership of Great Plains Energys common stock by the named executive officers, directors and all directors and executive officers of KCP&L as of February 5, 2005 (with the exception of shares held in the Employee Savings Plus Plan, which is reported as of January 31, 2005). The total of all shares owned by directors and executive officers represents less than 1% of Great Plains Energys common stock. Name of Beneficial Owner Shares of Common Stock Named Executive Officers Michael J. Chesser 38,889 (1) William H. Downey 79,923 (1) Andrea F. Bielsker 27,669 (1) Stephen T. Easley 35,133 (1) William P. Herdegen, III 13,965 (1) Other Directors David L. Bodde 8,835 (3) Mark A. Ernst 7,244 Randall C. Ferguson, Jr. 2,957 William K. Hall 10,612 Luis A. Jimenez 3,263 James A. Mitchell 3,845 William C. Nelson 3,601 Linda H. Talbott 9,340 Robert H. West 6,803 (3) All KCP&L Executive Officers and 291,612 (1) (1) Includes restricted stock and exercisable non-qualified stock options. Restricted Stock: Chesser 38,871 shares; Downey 28,269 shares; and Easley 10,000 shares (awarded February 1, 2005). Exercisable NonQualified Stock Options: Downey 40,000 shares; Bielsker 21,000 shares; Easley 19,000 shares; and Herdegen 12,000 shares. (2) The nominee disclaims beneficial ownership of 1,000 shares reported and held by nominee's mother. (3) The nominee disclaims beneficial ownership of 1,000 shares reported and held by nominees wife. Equity Compensation Plan The information regarding Great Plains Energys equity compensation plan is in Item 5, Market for the Registrants Common Equity and Related Shareholder Matters, of this report. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS GREAT PLAINS ENERGY The information regarding certain relationships and related transactions regarding Great Plains Energy contained in the section titled Certain Relationships and Related Transactions of the Proxy Statement is incorporated by reference. KCP&L See note 12 to the consolidated financial statements. 140 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES GREAT PLAINS ENERGY The information regarding the independent auditors of Great Plains Energy and its subsidiaries contained in the section titled Audit Committee Report of the Proxy Statement is incorporated by reference. KCP&L The Audit Committee of the Great Plains Energy Board functions as the Audit Committee of KCP&L. The following table sets forth the aggregate fees billed by Deloitte & Touche LLP for audit services rendered in connection with the consolidated financial statements and reports for 2004 and 2003 and for other services rendered during 2004 and 2003 on behalf of KCP&L and its subsidiaries, as well as all out-of-pocket costs incurred in connection with these services. Fee Category 2004 2003 Audit Fees $ 920,904 $ 227,013 Audit-Related Fees 138,080 22,000 Tax Fees 373,730 85,637 All Other Fees - - Total Fees $ 1,432,714 $ 334,650 Audit Fees Consists of direct and allocated fees billed for professional services rendered for the audits of the annual consolidated financial statements of KCP&L and its subsidiaries and reviews of the interim condensed consolidated financial statements included in quarterly reports. Audit fees also include: services provided by Deloitte & Touche LLP in connection with statutory and regulatory filings or engagements; audit reports on audits of the effectiveness of internal control over financial reporting and on managements assessment of the effectiveness of internal control over financial reporting (the fees in 2004 aggregated $594,750) and other attest services, except those not required by statute or regulation; services related to filings with the Securities and Exchange Commission, including comfort letter, consents and assistance with and review of documents filed with the Securities and
Exchange Commission; and accounting research in support of the audit. Audit-Related Fees Consists of direct and allocated fees billed for assurance and related services that are reasonably related to the performance of the audit or review of consolidated financial statements of KCP&L and its subsidiaries and are not reported under Audit Fees. These services include consultation concerning financial accounting and reporting standards and services in connection with KCP&Ls assessment of the effectiveness of its internal control over financial reporting (the fees in 2004 aggregated $131,980). Tax Fees Consists of direct and allocated fees billed for tax compliance and related support of tax returns and other tax services, including assistance with tax audits and tax research and planning. Tax fees for 2004 included $372,040 of fees that became payable upon resolution of engagements entered into in prior years. All Other Fees Consists of fees for all other services other than those reported above. 141 Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent auditor to Great Plains Energy and its subsidiaries. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has adopted for both Great Plains Energy and KCP&L, and their respective subsidiaries, policies and procedures for the pre-approval of services provided by the independent auditor. Under these policies and procedures, the Audit Committee may pre-approve certain types of services, up to aggregate fee levels established by the Audit Committee. The Audit Committee as well may specifically approve audit and permissible non-audit services on a case-by-case basis. Any proposed service within a pre-approved type of service that would cause the applicable fee level to be exceeded cannot be provided unless the Audit Committee either
amends the applicable fee level or specifically approves the proposed service. Pre-approval is generally provided for up to one year, unless the Audit Committee specifically provides for a different period. The Audit Committee receives quarterly reports regarding the pre-approved services performed by the independent auditor. The Chairman of the Audit Committee may, between meetings, pre-approve audit and non-audit services provided by the independent auditor and report such pre-approval at the next Audit Committee meeting. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Financial Statements Page No. Great Plains Energy a. Consolidated Statements of Income for the years ended December 31, 2004, 2003 and 2002 62 b. Consolidated Balance Sheets - December 31, 2004 and 2003 63 c. Consolidated Statements of Cash Flows - December 31, 2004, 2003 and 2002 65 d. Consolidated Statements of Common Stock Equity for the years ended December 31, 2004, 2003 and 2002 66 e. Consolidated Statements of Comprehensive Income for the years ended December 31, 2004, 2003 and 2002 67 f. Notes to Consolidated Financial Statements 74 g. Report of Independent Registered Public Accounting Firm 124 KCP&L h. Consolidated Statements of Income for the years ended December 31, 2004, 2003 and 2002 68 i. Consolidated Balance Sheets - December 31, 2004 and 2003 69 142 j. Consolidated Statements of Cash Flows - December 31, 2004, 2003 and 2002 71 k. Consolidated Statements of Common Stock Equity for the years ended December 31, 2004, 2003 and 2002 72 l. Consolidated Statements of Comprehensive Income for the years ended December 31, 2004, 2003 and 2002 73 m. Notes to Consolidated Financial Statements 74 n. Report of Independent Registered Public Accounting Firm 125 Financial Statement Schedules Great Plains Energy a. Schedule II Valuation and Qualifying Accounts and Reserves 150 KCP&L b. Schedule II Valuation and Qualifying Accounts and Reserves 151 Exhibits Great Plains Energy Documents Exhibit Number Description of Document 2.1 * Agreement and Plan of Merger among Kansas City Power & Light Company, Great Plains Energy Incorporated and KCP&L Merger Sub Incorporated dated as of October 1, 2001 (Exhibit 2 to Form 8-K dated October 1, 2001). 3.1.a * Articles of Incorporation of Great Plains Energy Incorporated dated as of February 26, 2001 (Exhibit 3.i to Form 8-K filed October 1, 2001). 3.1.b * By-laws of Great Plains Energy Incorporated, as amended September 16, 2003 (Exhibit 3.1 to Form 10-Q for the period ended September 30, 2003). 4.1.a * Resolution of Board of Directors Establishing 3.80% Cumulative Preferred Stock (Exhibit 2-R to Registration Statement, Registration No. 2-40239). 4.1.b * Resolution of Board of Directors Establishing 4.50% Cumulative Preferred Stock (Exhibit 2-T to Registration Statement, Registration No. 2-40239). 4.1.c * Resolution of Board of Directors Establishing 4.20% Cumulative Preferred Stock (Exhibit 2-U to Registration Statement, Registration No. 2-40239). 4.1.d * Resolution of Board of Directors Establishing 4.35% Cumulative Preferred Stock (Exhibit 2-V to Registration Statement, Registration No. 2-40239). 143 4.1.e * Pledge Agreement, dated June 14, 2004, between Great Plains Energy Incorporated and BNY Midwest Trust Company, as Collateral Agent, Custodial Agent and Securities Intermediary and BNY Midwest Trust Company, as Purchase Contract Agent (Exhibit 4.2 to Form 8-A/A, dated June 14, 2004). 4.1.f * Indenture, dated June 1, 2004, between Great Plains Energy Incorporated and BNY Midwest Trust Company, as Trustee (Exhibit 4.5 to Form 8-A/A, dated June 14, 2004). 4.1.g * First Supplemental Indenture, dated June 14, 2004, between Great Plains Energy Incorporated and BNY Midwest Trust Company, as Trustee (Exhibit 4.5 to Form 8-A/A, dated June 14, 2004). 4.1.h * Form of Income PRIDES (included in Exhibit 4.1 to Form 8-A/A, dated June 14, 2004, as Exhibit A thereto). 10.1.a *+ Amended Long-Term Incentive Plan, effective as of May 7, 2002 (Exhibit 10.1.a to Form 10-K for the year ended December 31, 2002). 10.1.b *+ Restricted Stock Agreement Pursuant to the Great Plains Energy Incorporated Long-Term Incentive Plan Effective May 7, 2002 (Exhibit 10.1 to Form 8-K dated February 4, 2005). 10.1.c *+ Restricted Stock Agreement Pursuant to the Great Plains Energy Incorporated Long-Term Incentive Plan Effective May 7, 2002 (Exhibit 10.2 to Form 8-K dated February 4, 2005). 10.1.d *+ Performance Share Agreement Pursuant to the Great Plains Energy Incorporated Long-Term Incentive Plan Effective May 7, 2002 (Exhibit 10.3 to Form 8-K dated February 4, 2005). 10.1.e *+ Performance Share Agreement Pursuant to the Great Plains Energy Incorporated Long-Term Incentive Plan Effective May 7, 2002 (Exhibit 10.4 to Form 8-K dated February 4, 2005). 10.1.f + Great Plains Energy Incorporated / Kansas City Power & Light Company Annual Incentive Plan 2005. 10.1.g + Strategic Energy, L.L.C. Annual Incentive Plan 2005. 10.1.h *+ Indemnification Agreement with each officer and director (Exhibit 10-f to Form 10-K for year ended December 31, 1995). 10.1.i *+ Conforming Amendment to Indemnification Agreement with each officer and director (Exhibit 10.1.a to Form 10-Q for the period ended March 31, 2003). 10.1.j *+ Restated Severance Agreement dated January 2000 with certain executive officers (Exhibit 10-e to Form 10-K for the year ended December 31, 2000). 10.1.k *+ Conforming Amendment to Severance Agreements with certain executive officers (Exhibit 10.1.b to Form 10-Q for the period ended March 31, 2003). 10.1.l *+ Great Plains Energy Incorporated Supplemental Executive Retirement Plan, as amended and restated effective October 1, 2003 (Exhibit 10.1.a to Form 10-Q for 144 the period ended September 30, 2003). 10.1.m *+ Nonqualified Deferred Compensation Plan (Exhibit 10-b to Form 10-Q for the period ended March 31, 2000). 10.1.n + Description of Compensation Arrangements with Directors and Certain Executive Officers. 10.1.o *+ Employment Agreement between Strategic Energy, L.L.C. and Richard M. Zomnir dated June 13, 2002 (Exhibit 10.1.h to Form 10-K for the year ended December 31, 2002). 10.1.p + Employment Agreement among Strategic Energy, L.L.C., Great Plains Energy Incorporated and Shahid J. Malik, dated as of November 10, 2004. 10.1.q + Severance Agreement among Strategic Energy, L.L.C., Great Plains Energy Incorporated and Shahid J. Malik, dated as of November 10, 2004. 10.1.r * First Amended and Restated Joint Plan under Chapter 11 of the United States Bankruptcy Code dated March 31, 2003, of Digital Teleport Inc., DTI Holdings, Inc. and Digital Teleport of Virginia, Inc. (Exhibit 10.1.e to Form 10-Q for the period ended March 31, 2003). 10.1.s Credit Agreement dated as of December 15, 2004, among Great Plains Energy Incorporated, Bank of America, N.A., as Syndication Agent, The Bank of Tokyo-Mitsubishi, Ltd, Wachovia Bank, National Association and BNP Paribas, as Co-Documentation Agents, JPMorgan Chase Bank, N.A., as Administrative Agent, The Bank of New York, KeyBank National Association, The Bank of Nova Scotia, U.S. Bank National Association, Merrill Lynch Bank USA, Morgan Stanley Bank, Mizuho Corporate Bank, UMB Bank, N.A., PNC Bank, National Association, Bank Midwest, N.A. and UFJ Bank Limited. 10.1.t * Amended and Restated Credit Agreement, dated as of July 2, 2004, by and among Strategic Energy, L.L.C., LaSalle Bank National Association, PNC Bank, National Association, Citizens Bank of Pennsylvania, Provident Bank, Fifth Third Bank and Sky Bank. (Exhibit 10.2 to Form 10-Q for the period ended June 30, 2004). 10.1.u * Amended and Restated Limited Guaranty dated as of July 2, 2004, by Great Plains Energy Incorporated in favor of the lenders under the Amended and Restated Credit Agreement dated as of July 2, 2004 among Strategic Energy, L.L.C. and the financial institutions from time to time parties thereto. (Exhibit 10.3 to Form 10-Q for the period ended June 30, 2004). 10.1.v * Agreement dated May 10, 2004, by and among SE Holdings, LLC, members of SE Holdings, LLC, SE, Inc., shareholders of SE, Inc., Strategic Energy, LLC and Innovative Energy Consultants Inc. (Exhibit 10.6 to Form 10-Q for the period ended June 30, 2004). 10.1.w * General Agreement of Indemnity issued by Great Plains Energy Incorporated and Strategic Energy, L.L.C. in favor of Federal Insurance Company and subsidiary or affiliated insurers dated May 23, 2002 (Exhibit 10.1.a. to Form 10-Q for the period 145 ended June 30, 2002). 10.1.x * Agreement of Indemnity issued by Great Plains Energy Incorporated and Strategic Energy, L.L.C. in favor of Federal Insurance Company and subsidiary or affiliated insurers dated May 23, 2002 (Exhibit 10.1.b. to Form 10-Q for the period ended June 30, 2002). 10.1.y * Guaranty issued by Great Plains Energy Incorporated, dated as of June 30, 2003, in favor of El Paso Merchant Energy, L.P. (Exhibit 10.1.c to Form 10-Q for the period ended June 30, 2003). 10.1.z * First Amendment to Guarantee by and between Great Plains Energy Incorporated and El Paso Merchant Energy, dated as of July 29, 2003 (Exhibit 10.1.d to Form 10-Q for the period ended June 30, 2003). 10.1.aa * Guaranty issued by Great Plains Energy Incorporated in favor of Coral Power, L.L.C., dated as of September 12, 2002, and First Amendment to Guaranty by and between Great Plains Energy Incorporated and Coral Power, L.L.C. dated as of March 7, 2003 (Exhibit 10.1.f to Form 10-Q for the period ended March 31, 2003). 10.1.bb * Second Amendment to Guaranty by and between Great Plains Energy Incorporated and Coral Power, L.L.C. dated as of May 9, 2003 (Exhibit 10.1.f to Form 10-Q for the period ended June 30, 2003). 10.1.cc * Third Amendment to Guaranty by and between Great Plains Energy Incorporated and Coral Power, L.L.C., dated as of May 30, 2003 (Exhibit 10.1.g to Form 10-Q for the period ended June 30, 2003). 10.1.dd * Fourth Amendment to Guaranty by and between Great Plains Energy Incorporated and Coral Power, L.L.C., dated as of August 29, 2003 (Exhibit 10.1.c to Form 10-Q for the period ended September 30, 2003). 10.1.ee * Fifth Amendment to Guaranty dated as of August 30, 2004 between Great Plains Energy Incorporated and Coral Power, L.L.C. (Exhibit 10.1.c. to Form 10-Q for the period ended September 30, 2004). 10.1.ff * Guaranty Extension by and between Great Plains Energy Incorporated and Coral Power, L.L.C., dated as of September 11, 2003 (Exhibit 10.1.d to Form 10-Q for the period ended September 30, 2003). 10.1.gg * Agreement and Plan of Merger among Environmental Lighting Concepts, Inc., Mark R. Schroeder and Gregory J. Orman, Innovative Energy Consultants Inc. and Great Plains Energy Incorporated dated November 7, 2002 (Exhibit 10 to Form 8-K dated November 7, 2002). 10.1.hh * Guaranty issued by Great Plains Energy Incorporated, dated as of March 1, 2004, in favor of Cincinnati Gas & Electric Company (Exhibit 10.1.dd to Form 10-K for the year ended December 31, 2003). 10.1.ii * Guaranty Extension by and between Great Plains Energy Incorporated and The Cincinnati Gas & Electric Company, dated as of March 29, 2004. (Exhibit 10.1.d to For 10-Q for the period ended March 31, 2004) 146 10.1.jj Agreement between Great Plains Energy Incorporated and Andrea F. Bielsker dated March 4, 2005. 12.1 Computation of Ratio of Earnings to Fixed Charges. 21.1 List of Subsidiaries of Great Plains Energy Incorporated. 23.1.a Consent of Counsel. 23.1.b Consent of Independent Registered Public Accounting Firm. 24.1 Powers of Attorney. 31.1.a Rule 13a-14(a)/15d-14(a) Certifications of Michael J. Chesser. 31.1.b Rule 13a-14(a)/15d-14(a) Certifications of Andrea F. Bielsker. 32.1 Section 1350 Certifications. * Filed with the SEC as exhibits to prior registration statements (except as otherwise noted) and are incorporated herein by reference and made a part hereof. The exhibit number and file number of the documents so filed, and incorporated herein by reference, are stated in parenthesis in the description of such exhibit. + Indicates management contract or compensatory plan or arrangement. Copies of any of the exhibits filed with the SEC in connection with this document may be obtained from Great Plains Energy upon written request. Great Plains Energy agrees to furnish to the SEC upon request any instrument with respect to long-term debt as to which the total amount of securities authorized does not exceed 10% of total assets of Great Plains Energy and its subsidiaries on a consolidated basis. KCP&L Documents Exhibit Number Description of Document 2.2 * Agreement and Plan of Merger among Kansas City Power & Light Company, Great Plains Energy Incorporated and KCP&L Merger Sub Incorporated dated as of October 1, 2001 (Exhibit 2 to Form 8-K dated October 1, 2001). 3.2.a * Restated Articles of Consolidation of Kansas City Power & Light Company, as amended October 1, 2001 (Exhibit 3-(i) to Form 10-Q for the period ended September 30, 2001). 3.2.b * By-laws of Kansas City Power & Light Company, as amended September 16, 2003 (Exhibit 3.2 to Form 10-Q for the period ended September 30, 2003). 4.2.a * General Mortgage and Deed of Trust dated as of December 1, 1986, between Kansas City Power & Light Company and UMB Bank, n.a. (formerly United Missouri Bank of Kansas City, N.A.), Trustee (Exhibit 4-bb to Form 10-K for the year ended December 31, 1986). 147 4.2.b * Fourth Supplemental Indenture dated as of February 15, 1992, to Indenture dated as of December 1, 1986 (Exhibit 4-y to Form 10-K for the year ended December 31, 1991). 4.2.c * Fifth Supplemental Indenture dated as of September 15, 1992, to Indenture dated as of December 1, 1986 (Exhibit 4-a to quarterly report on Form 10-Q for the period ended September 30, 1992). 4.2.d * Seventh Supplemental Indenture dated as of October 1, 1993, to Indenture dated as of December 1, 1986 (Exhibit 4-a to quarterly report on Form 10-Q for the period ended September 30, 1993). 4.2.e * Eighth Supplemental Indenture dated as of December 1, 1993, to Indenture dated as of December 1, 1986 (Exhibit 4 to Registration Statement, Registration No. 33-51799). 4.2.f * Ninth Supplemental Indenture dated as of February 1, 1994, to Indenture dated as of December 1, 1986 (Exhibit 4-h to Form 10-K for year ended December 31, 1993). 4.2.g * Indenture for Medium-Term Note Program dated as of February 15, 1992, between Kansas City Power & Light Company and The Bank of New York (Exhibit 4-bb to Registration Statement, Registration No. 33-45736). 4.2.h * Indenture for $150 million aggregate principal amount of 6.50% Senior Notes due November 15, 2011 and $250 million aggregate principal amount of 7.125% Senior Notes due December 15, 2005 dated as of December 1, 2000, between Kansas City Power & Light Company and The Bank of New York (Exhibit 4-a to Report on Form 8-K dated December 18, 2000). 4.2.i * Indenture for $225 million aggregate principal amount of 6.00% Senior Notes due 2007, Series B, dated March 1, 2002 between The Bank of New York and Kansas City Power & Light Company (Exhibit 4.1.b. to Form 10-Q for the period ended March 31, 2002). 10.2.a * Railcar Lease dated as of April 15, 1994, between Shawmut Bank Connecticut, National Association, and Kansas City Power & Light Company (Exhibit 10 to Form 10-Q for the period ended June 30, 1994). 10.2.b * Railcar Lease dated as of January 31, 1995, between First Security Bank of Utah, National Association, and Kansas City Power & Light Company (Exhibit 10-o to Form 10-K for the year ended December 31, 1994). 10.2.c * Railcar Lease dated as of September 8, 1998, with CCG Trust Corporation (Exhibit 10(b) to Form 10-Q for the period ended September 30, 1998). 10.2.d * Amended and Restated Lease dated as of October 12, 2001 between Kansas City Power & Light Company and Wells Fargo Bank Northwest, National Association (Exhibit 10.2.d to Form 10-K for the year ended December 31, 2001). 10.2.e * Purchase and Sale Agreement dated October 29, 1999 between Kansas City Power & Light Company and Kansas City Power & Light Receivables Company (Exhibit 10-m to Form 10-K for year ended December 31, 1999). 10.2.f * Insurance agreement between Kansas City Power & Light Company and XL Capital Assurance Inc., dated December 5, 2002, relating to City of Burlington, Kansas, 148 Environmental Improvement Revenue Refunding Bonds, Series 1993A and 1993B in the aggregate amount of $79,000,000. 10.2.g * Insurance Agreement dated as of August 1, 2004, between Kansas City Power & Light Company and XL Capital Assurance Inc. (Exhibit 10.2 to Form 10-Q for the period ended September 30, 2004). 10.2.h Credit Agreement dated as of December 15, 2004, among Kansas City Power & Light Company, Bank of America, N.A., as Syndication Agent, The Bank of Tokyo-Mitsubishi, Ltd, Wachovia Bank, National Association and BNP Paribas, as Co-Documentation Agents, JPMorgan Chase Bank, N.A., as Administrative Agent, The Bank of New York, KeyBank National Association, The Bank of Nova Scotia, U.S. Bank National Association, Merrill Lynch Bank USA, Morgan Stanley Bank, Mizuho Corporate Bank, UMB Bank, N.A., PNC Bank, National Association, Bank Midwest, N.A. and UFJ Bank Limited. 12.2 Computation of Ratio of Earnings to Fixed Charges. 23.2.a Consent of Counsel. 23.2.b Consent of Independent Registered Public Accounting Firm. 24.2 Powers of Attorney. 31.2.a Rule 13a-14(a)/15d-14(a) Certifications of William H. Downey. 31.2.b Rule 13a-14(a)/15d-14(a) Certifications of Andrea F. Bielsker. 32.2 Section 1350 Certifications. * Filed with the SEC as exhibits to prior registration statements (except as otherwise noted) and are incorporated herein by reference and made a part hereof. The exhibit number and file number of the documents so filed, and incorporated herein by reference, are stated in parenthesis in the description of such exhibit. Copies of any of the exhibits filed with the SEC in connection with this document may be obtained from KCP&L upon written request. KCP&L agrees to furnish to the SEC upon request any instrument with respect to long-term debt as to which the total amount of securities authorized does not exceed 10% of total assets of KCP&L and its subsidiaries on a consolidated basis.
149 Schedule II - Valuation and Qualifying Accounts and Reserves 150 151 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. GREAT PLAINS ENERGY INCORPORATED Date: March 7, 2005 By: /s/Michael J. Chesser Michael J. Chesser Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/Michael J. Chesser Michael J. Chesser Chairman of the Board and Chief (Principal Executive Officer) ) ) ) ) /s/Andrea F. Bielsker Andrea F. Bielsker Senior Vice President Finance, Chief Financial Officer and Treasurer (Principal Financial Officer) ) ) ) ) ) /s/Lori A. Wright Lori A. Wright Controller (Principal Accounting Officer) ) ) ) David L. Bodde* Director ) March 7, 2005 ) /s/William H. Downey William H. Downey Director ) ) ) Mark A. Ernst* Director ) ) Randall C. Ferguson, Jr.* Director ) ) William K. Hall* Director ) ) Luis A. Jimenez* Director ) ) James A. Mitchell* Director ) ) William C. Nelson* Director ) ) Linda H. Talbott* Director ) ) Robert H. West* Director ) *By /s/Michael J. Chesser Michael J. Chesser Attorney-in-Fact* 152 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 CITY POWER & LIGHT COMPANY Date: March 7, 2005 By: /s/ William H. Downey William H. Downey President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ William H. Downey William H. Downey President and Chief Executive (Principal Executive Officer) ) ) ) ) /s/Andrea F. Bielsker Andrea F. Bielsker Senior Vice President Finance, Chief Financial Officer and Treasurer (Principal Financial Officer) ) ) ) ) ) /s/Lori A. Wright Lori A. Wright Controller (Principal Accounting Officer) ) ) ) David L. Bodde* Director ) March 7, 2005 ) /s/Michael J. Chesser Michael J. Chesser Chairman of the Board ) ) ) Mark A. Ernst* Director ) ) Randall C. Ferguson, Jr.* Director ) ) William K. Hall* Director ) ) Luis A. Jimenez* Director ) ) James A. Mitchell* Director ) ) William C. Nelson* Director ) ) Linda H. Talbott* Director ) ) Robert H. West* Director ) *By /s/Michael J. Chesser Michael J. Chesser Attorney-in-Fact* 153 Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act. KCP&L did not send any annual report to security holders covering its last fiscal year, and did not send any proxy statement, form of proxy or other proxy soliciting material to its security holders with respect to any annual or other meeting of security holders. 154 Exhibit 10.1.f Great Plains Energy Incorporated Objective
Commission
File Number
Registrant, State of Incorporation,
Address and Telephone Number
I.R.S. Employer
Identification Number
001-32206
GREAT PLAINS ENERGY INCORPORATED
43-1916803
(A Missouri Corporation)
1201 Walnut Street
Kansas City, Missouri 64106
(816) 556-2200
www.greatplainsenergy.com
1-707
KANSAS CITY POWER & LIGHT COMPANY
44-0308720
(A Missouri Corporation)
1201 Walnut Street
Kansas City, Missouri 64106
(816) 556-2200
www.kcpl.com
Registrant
Title of each class
Great Plains Energy Incorporated
Cumulative Preferred Stock par value $100 per share
3.80
%
Cumulative Preferred Stock par value $100 per share
4.50
%
Cumulative Preferred Stock par value $100 per share
4.35
%
Income PRIDESSM
TABLE OF CONTENTS
Page
Number
Cautionary Statements Regarding Forward-Looking Information
Glossary of Terms
PART I
Item 1
Business
6
Item 2
Properties
17
Item 3
Legal Proceedings
18
Item 4
Submission of Matters to a Vote of Security Holders
19
PART II
Item 5
Market for the Registrant's Common Equity, Related Stockholder Matters 20
and Issuer Purchases of Equity Securities
Item 6
Selected Financial Data
23
Item 7
Management's Discussion and Analysis of Financial Condition
24
and Results of Operation
Item 7A
Quantitative and Qualitative Disclosures About Market Risks
59
Item 8
Consolidated Financial Statements and Supplementary Data
Great Plains Energy
Consolidated Statements of Income
62
Consolidated Balance Sheets
63
Consolidated Statements of Cash Flows
65
Consolidated Statements of Common Stock Equity
66
Consolidated Statements of Comprehensive Income
67
Kansas City Power & Light Company
Consolidated Statements of Income
68
Consolidated Balance Sheets
69
Consolidated Statements of Cash Flows
71
Consolidated Statements of Common Stock Equity
72
Consolidated Statements of Comprehensive Income
73
Great Plains Energy
Kansas City Power & Light Company
Notes to Consolidated Financial Statements
74
Item 9
Changes in and Disagreements With Accountants on Accounting
126
and Financial Disclosure
Item 9A
Controls and Procedures
126
Item 9B
Other Information
129
PART III
Item 10
Directors and Executive Officers of the Registrants
130
Item 11
Executive Compensation
133
Item 12
Security Ownership of Certain Beneficial Owners and Management
139
Item 13
Certain Relationships and Related Transactions
140
Item 14
Principal Accounting Fees and Services
141
PART IV
Item 15
Exhibits, Financial Statement Schedules
142
future economic conditions in the regional, national and international markets, including but not limited to regional and national wholesale electricity markets
market perception of the energy industry and the Company
changes in business strategy, operations or development plans
effects of current or proposed state and federal legislative and regulatory actions or developments, including, but not limited to, deregulation, re-regulation and restructuring of the electric utility industry and constraints placed on the Company's actions by the Public Utility Company Act of 1935
adverse changes in applicable laws, regulations, rules, principles or practices governing tax, accounting and environmental matters including, but not limited to, air quality
financial market conditions and performance including, but not limited to, changes in interest rates and in availability and cost of capital and the effects on the Company's pension plan assets and costs
credit ratings
inflation rates
effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual commitments
impact of terrorist acts
increased competition including, but not limited to, retail choice in the electric utility industry and the entry of new competitors
ability to carry out marketing and sales plans
weather conditions including weather-related damage
cost, availability and deliverability of fuel
ability to achieve generation planning goals and the occurrence of unplanned generation outages
delays in the anticipated in-service dates of additional generating capacity
nuclear operations
ability to enter new markets successfully and capitalize on growth opportunities in non-regulated businesses
performance of projects undertaken by the Company's non-regulated businesses and the success of efforts to invest in and develop new opportunities, and
other risks and uncertainties.
Fuel cost in cents per
Fuel Mix (a)
net kWh generated
Estimated
Actual
Estimated
Actual
Fuel
2005
2004
2005
2004
Coal
77
%
76
%
1.02
0.94
Nuclear
21
23
0.43
0.40
Natural gas and oil
2
1
8.21
6.79
Total Generation
100
%
100
%
1.01
0.86
(a) Fuel mix based on percent of total MWhs generated.
Year
Estimated 2005
Primary
Unit
Completed
MW Capacity
Fuel
Base Load
Wolf Creek
1985
548
(a)
Nuclear
Iatan
1980
469
(a)
Coal
LaCygne 2
1977
337
(a)
Coal
LaCygne 1
1973
362
(a)
Coal
Hawthorn 5 (b)
1969
565
Coal
Montrose 3
1964
176
Coal
Montrose 2
1960
164
Coal
Montrose 1
1958
170
Coal
Peak Load
West Gardner 1, 2, 3 and 4 (c)
2003
308
Gas
Osawatomie (c)
2003
77
Gas
Hawthorn 9 (d)
2000
137
Gas
Hawthorn 8 (e)
2000
77
Gas
Hawthorn 7 (e)
2000
77
Gas
Hawthorn 6 (e)
1997
132
Gas
Northeast 17 and 18 (e)
1977
117
Oil
Northeast 15 and 16 (e)
1975
116
Oil
Northeast 13 and 14 (e)
1976
114
Oil
Northeast 11 and 12 (e)
1972
111
Oil
Northeast Black Start Unit
1985
2
Oil
Total
4,059
(a) KCP&L's share of a
jointly owned unit.
(b) The Hawthorn Generating Station returned to commercial operation in 2001 with a new boiler, air quality
control equipment and an uprated turbine following a 1999 explosion.
(c) KCP&L entered an operating lease with a Lease Trust to finance the purchase, installation, assembly
and
construction of the combustion turbines and related property and equipment. KCP&L consolidated
the
Lease Trust effective October 1, 2003.
(d) Heat Recovery Steam Generator portion of combined cycle.
(e) Combustion turbines.
Common Stock Price Range
Common Stock
2004
2003
Dividends Declared
Quarter
High
Low
High
Low
2005
2004
2003
First
$
35.29
$
31.66
$
25.00
$
21.36
$
0.415
$
0.415
$
0.415
Second
34.36
29.23
30.31
23.75
0.415
0.415
Third
31.71
28.62
30.84
27.32
0.415
0.415
Fourth
30.71
28.17
32.78
30.10
0.415
0.415
Number of securities
remaining available
for future issuance
Number of securities to
Weighted-average
under equity
be issued upon exercise
exercise price of
compensation plans
of outstanding options,
outstanding options,
(excluding securities
warrants and rights
warrants and rights
reflected in column (a))
Plan Category
(a)
(b)
(c)
Equity compensation plans
approved by security holders
215,286
(1)
$
25.48
(2)
2,223,029
Equity compensation plans not
approved by security holders
-
-
-
Total
215,286
(1)
$
25.48
(2)
2,223,029
(1) Includes 19,313 performance
shares at target performance levels and options for 195,973 shares of Great
Plains Energy common stock outstanding at December 31, 2004.
(2) The 19,313 performance shares
have no exercise price and therefore are not reflected in the weighted average
exercise price.
Issuer Purchases of Equity Securities
Total Number of
Maximum Number
Shares Purchased
of Shares that
Total Number
Average
as Part of Publicly
May Yet Be
of Shares
Price Paid
Announced Plans
Purchased Under the
Month
Purchased
per Share
or Programs
Plans or Programs (a)
October 1 - 31
-
$ -
-
2,236,362
November 1 - 30
-
-
-
2,223,029
December 1 - 31
14,500
30.41
14,500
2,223,029
Total
14,500
$ 30.41
14,500
(a) The Long-Term Incentive Plan became effective on May 5, 1992. The maximum aggregate number of
shares
of common stock available for awards under this plan is three million. Awards may be granted under
this
plan until May 5, 2012. The shares in this column represent the aggregate number of securities
remaining available for future issuance under the Long-Term Incentive Plan.
Year Ended December 31
2004 (b)
2003 (b)
2002 (b)
2001
2000
Great Plains Energy (a)
(dollars in millions except per share amounts)
Operating revenues
$ 2,464
$ 2,148
$ 1,802
$ 1,399
$ 1,086
Income (loss) from continuing operations (c)
$ 174
$ 190
$ 137
$ (28
)
$ 53
Net income (loss)
$ 181
$ 145
$ 126
$ (24
)
$ 159
Basic and diluted earnings (loss) per common
share from continuing operations
$ 2.39
$ 2.72
$ 2.16
$ (0.49
)
$ 0.83
Basic and diluted earnings (loss) per
common share
$ 2.49
$ 2.07
$ 1.99
$ (0.42
)
$ 2.54
Total assets at year end
$ 3,799
$ 3,682
$ 3,517
$ 3,464
$ 3,309
Total redeemable preferred stock, mandatorily
redeemable preferred securities and long-
term debt (including current maturities)
$ 1,296
$ 1,347
$ 1,332
$ 1,342
$ 1,286
Cash dividends per common share
$ 1.66
$ 1.66
$ 1.66
$ 1.66
$ 1.66
SEC ratio of earnings to fixed charges
3.51
4.23
2.99
(d)
1.88
Consolidated KCP&L (a)
Operating revenues
$ 1,092
$ 1,057
$ 1,013
$ 1,287
$ 1,086
Income from continuing operations (e)
$ 143
$ 126
$ 103
$ 116
$ 53
Net income
$ 143
$ 117
$ 96
$ 120
$ 159
Total assets at year end
$ 3,337
$ 3,303
$ 3,139
$ 3,146
$ 3,309
Total redeemable preferred stock, mandatorily
redeemable preferred securities and long-
term debt (including current maturities)
$ 1,126
$ 1,336
$ 1,313
$ 1,311
$ 1,286
SEC ratio of earnings to fixed charges
3.34
3.69
2.88
2.07
1.88
(a) Great Plains Energys
consolidated financial statements include consolidated KCP&L, KLT Inc., GPP, IEC
and GPES. KCP&Ls
consolidated financial statements include its wholly owned subsidiary HSS. In
addition, KCP&Ls consolidated results of
operations include KLT Inc. and GPP for all periods prior to the
October 1, 2001, formation of the holding company, Great Plains
Energy.
(b) See Managements Discussion and Analysis for explanations of 2004, 2003 and 2002 results.
(c) This amount is before
discontinued operations of $7.3, $(44.8), $(7.5), $4.3 and $75.6 million in 2004
through 2000,
respectively. In 2002, this amount is before the $3.0 million cumulative effect of a change in
accounting principle. For
further information, see Notes to Consolidated Financial Statements. In 2000, this
amount is before the $30.1 million cumulative
effect of changes in pension accounting.
(d) An $87.1 million deficiency in earnings
caused the ratio of earnings to fixed charges to be less than a one-
to-one
coverage. A $195.8 million net write-off before income taxes related to the bankruptcy filing of
DTI was recorded in 2001.
(e) This amount is
before discontinued operations of $(8.7), $(4.0), $3.6 and $75.6 million in 2003, 2002, 2001
and 2000,
respectively. In 2002, this amount is before the $3.0 million cumulative effect of a change in
accounting principle. For
further information, see Notes to Consolidated Financial Statements. In 2000, this
amount is before the $30.1 million cumulative
effect of changes in pension accounting.
Impact on
Impact on
Projected
Impact on
2004
Change in
Benefit
Pension
Pension
Actuarial assumption
Assumption
Obligation
Liability
Expense
(millions)
Discount rate
0.5% increase
$
(28.3
)
$
(16.1
)
$
(1.7
)
Rate of return on plan assets
0.5% increase
-
-
(1.8
)
Discount rate
0.5% decrease
30.3
18.6
1.8
Rate of return on plan assets
0.5% decrease
-
-
1.8
2004
2003
2002
(millions)
Operating revenues
$ 2,464.0
$ 2,148.0
$ 1,802.3
Fuel
(179.4
)
(160.3
)
(159.7
)
Purchased power - KCP&L
(52.5
)
(53.2
)
(46.2
)
Purchased power - Strategic Energy
(1,247.5
)
(968.9
)
(685.4
)
Other operating expenses
(510.6
)
(479.2
)
(465.1
)
Depreciation and amortization
(150.1
)
(142.8
)
(146.8
)
Gain (loss) on property
(5.1
)
23.7
1.4
Operating income
318.8
367.3
300.5
Non-operating income (expenses)
(8.4
)
(13.0
)
(13.1
)
Interest charges
(83.0
)
(76.2
)
(87.4
)
Income taxes
(54.5
)
(78.6
)
(51.3
)
Minority interest in subsidiaries
2.1
(7.8
)
(10.8
)
Loss from equity investments
(1.5
)
(2.0
)
(1.2
)
Income from continuing operations
173.5
189.7
136.7
Discontinued operations
7.3
(44.8
)
(7.5
)
Cumulative effect of a change in
accounting principle
-
-
(3.0
)
Net income
180.8
144.9
126.2
Preferred dividends
(1.6
)
(1.6
)
(1.7
)
Earnings available for common stock
$ 179.2
$ 143.3
$ 124.5
Earnings Per Great
Earnings
Plains Energy Share
2004
2003
2002
2004
2003
2002
(millions)
KCP&L
$ 150.0
$ 127.2
$ 102.9
$ 2.08
$ 1.84
$ 1.64
Subsidiary operations
(6.7
)
(1.3
)
(0.2
)
(0.09
)
(0.02
)
-
Discontinued operations (RSAE)
-
(8.7
)
(4.0
)
-
(0.13
)
(0.06
)
Cumulative effect of a change
in accounting principle
-
-
(3.0
)
-
-
(0.05
)
Consolidated KCP&L
143.3
117.2
95.7
1.99
1.69
1.53
Strategic Energy
42.5
39.6
29.7
0.59
0.57
0.48
Other non-regulated operations
(12.3
)
24.2
4.3
(0.17
)
0.35
0.07
Discontinued operations (KLT Gas)
7.3
(36.1
)
(3.5
)
0.10
(0.52
)
(0.06
)
Preferred dividends
(1.6
)
(1.6
)
(1.7
)
(0.02
)
(0.02
)
(0.03
)
Great Plains Energy
$ 179.2
$ 143.3
$ 124.5
$ 2.49
$ 2.07
$ 1.99
The earnings per share of any segment does not represent a direct legal interest in the asset and liabilities
allocated to any one segment but rather represents a direct equity interest in Great Plains Energy's assets
and liabilities as a whole.
2004
2003
2002
(millions)
Operating revenues
$ 1,091.6
$ 1,057.0
$ 1,012.8
Fuel
(179.4
)
(160.3
)
(159.7
)
Purchased power
(52.5
)
(53.2
)
(46.2
)
Other operating expenses
(442.3
)
(422.6
)
(411.6
)
Depreciation and amortization
(145.2
)
(141.0
)
(145.5
)
Gain (loss) on property
(5.1
)
1.6
0.2
Operating income
267.1
281.5
250.0
Non-operating income (expenses)
(1.9
)
(3.1
)
(4.1
)
Interest charges
(74.2
)
(70.3
)
(80.3
)
Income taxes
(52.8
)
(83.5
)
(62.9
)
Minority interest in subsidiary
5.1
1.3
-
Income from continuing operations
143.3
125.9
102.7
Discontinued operations
-
(8.7
)
(4.0
)
Cumulative effect of a change
in accounting principle
-
-
(3.0
)
Net income
$ 143.3
$ 117.2
$ 95.7
2004
2003
(millions)
Wholesale revenues
$ 0.2
$ 2.7
Fuel
0.2
4.0
Purchased power
0.8
11.8
Operating income
1.2
18.5
Income taxes
(0.5
)
(7.2
)
Net income
$ 0.7
$ 11.3
%
%
2004
Change
2003
Change
2002
Retail revenues
(millions)
Residential
$ 347.1
(4
)
$ 361.5
(2
)
$ 367.4
Commercial
421.1
1
417.6
-
418.6
Industrial
96.2
1
95.0
1
93.7
Other retail revenues
8.7
1
8.7
-
8.6
Total retail
873.1
(1
)
882.8
(1
)
888.3
Wholesale revenues
200.2
27
157.5
46
108.0
Other revenues
16.8
15
14.6
8
13.6
KCP&L electric revenues
1,090.1
3
1,054.9
4
1,009.9
Subsidiary revenues
1.5
(25
)
2.1
(28
)
2.9
Consolidated KCP&L revenues
$ 1,091.6
3
$ 1,057.0
4
$ 1,012.8
%
%
2004
Change
2003
Change
2002
Retail MWh sales
(thousands)
Residential
4,903
(3
)
5,047
1
5,004
Commercial
6,998
1
6,933
-
6,902
Industrial
2,058
1
2,035
3
1,968
Other retail MWh sales
85
-
85
2
83
Total retail
14,044
-
14,100
1
13,957
Wholesale MWh sales
6,603
14
5,777
16
4,969
KCP&L electric MWh sales
20,647
4
19,877
5
18,926
2004
2003
2002
(millions)
Operating revenues
$ 1,372.4
$ 1,091.0
$ 789.5
Purchased power
(1,247.5
)
(968.9
)
(685.4
)
Other operating expenses
(51.3
)
(42.1
)
(37.6
)
Depreciation and amortization
(4.8
)
(1.7
)
(0.9
)
Operating income
68.8
78.3
65.6
Non-operating income (expenses)
1.7
1.0
0.4
Interest charges
(0.7
)
(0.4
)
(0.3
)
Income taxes
(24.3
)
(30.2
)
(25.2
)
Minority interest
(3.0
)
(9.1
)
(10.8
)
Net income
$ 42.5
$ 39.6
$ 29.7
%
%
2004
Change
2003
Change
2002
(millions)
Electric - Retail
$ 1,355.3
27
$ 1,063.2
40
$ 759.5
Electric - Wholesale
15.5
(41
)
26.5
(8
)
28.8
Professional services
1.6
18
1.3
14
1.2
Total operating revenues
$ 1,372.4
26
$ 1,091.0
38
$ 789.5
December 31
2004
Preferred stock issued in connection with the
(millions)
October 2001 reorganization
$ 39.0
Five-year credit facility (a)
28.0
November 2002 common equity offer
151.8
Common equity issued in connection with IEC's
2002 acquisition of an indirect ownership interest
in Strategic Energy
8.0
June 2004 common equity offer
150.0
June 2004 FELINE PRIDES
163.6
June 2004 FELINE PRIDES purchase contracts
163.6
Issuance of common stock under the Dividend
Reinvestment and Direct Stock Purchase Plan
3.7
Issuance of restricted stock to executives
2.3
Total utilized
$ 710.0
(a) This is a $550 million facility;
however, at December 31, 2004, the
Company could borrow
a maximum of $518 million under the 35 Act
authorization of
which $28 million was outstanding at December 31, 2004.
2005
2006
2007
(millions)
Generating facilities
$ 43.4
$ 61.3
$ 47.7
Nuclear fuel
4.6
18.6
23.7
Distribution and transmission facilities
69.1
76.5
90.4
General facilities
18.2
17.7
13.6
Total
$ 135.3
$ 174.1
$ 175.4
Moody's
Standard
Investors Service
and Poor's
Great Plains Energy
Outlook
Negative
Stable
Corporate Credit Rating
-
BBB
Preferred Stock
Ba1
BB+
Senior Unsecured Debt
Baa2
BBB-
KCP&L
Outlook
Stable
Stable
Senior Secured Debt
A2
BBB
Senior Unsecured Debt
A3
BBB
Commercial Paper
P-2
A-2
Payment due by period
2005
2006
2007
2008
2009
After 2009
Total
Long-term debt
(millions)
Principal
$
253.2
$
147.0
$
389.6
$
0.3
$
-
$
505.3
$
1,295.4
Interest
70.5
53.9
25.9
21.3
21.2
101.9
294.7
Lease obligations
21.4
21.7
13.4
11.1
8.7
85.2
161.5
Pension plans
4.7
-
-
-
-
-
4.7
Purchase obligations
Fuel
74.2
80.7
63.7
30.9
7.3
43.2
300.0
Purchased capacity
10.9
5.4
5.5
5.6
4.4
24.8
56.6
Purchased power
697.2
201.5
65.6
10.3
3.7
3.7
982.0
Other
32.9
5.2
4.0
4.7
-
-
46.8
Total contractual obligations
$
1,165.0
$
515.4
$
567.7
$
84.2
$
45.3
$
764.1
$
3,141.7
Payment due by period
2005
2006
2007
2008
2009
After 2009
Total
Long-term debt
(millions)
Principal
$
250.0
$
145.2
$
225.5
$
-
$
-
$
505.3
$
1,126.0
Interest
57.1
40.6
24.0
21.2
21.2
101.9
266.0
Lease obligations
20.1
20.5
12.4
10.3
8.7
85.2
157.2
Pension plans
4.7
-
-
-
-
-
4.7
Purchase obligations
Fuel
74.2
80.7
63.7
30.9
7.3
43.2
300.0
Purchased capacity
10.9
5.4
5.5
5.6
4.4
24.8
56.6
Other
32.9
5.2
4.0
4.7
-
-
46.8
Total contractual obligations
$
449.9
$
297.6
$
335.1
$
72.7
$
41.6
$
760.4
$
1,957.3
Amount of commitment expiration per period
2005
2006
2007
2008
2009
After 2009
Total
(millions)
Consolidated KCP&L Guarantees
$ 1.4
$ 1.0
$ 1.0
$ 1.0
$ 1.0
$ 1.0
$ 6.4
Great Plains Energy Guarantees,
including consolidated KCP&L
$ 117.6
$ 1.0
$ 1.0
$ 1.0
$ 1.0
$ 1.1
$ 122.7
Number Of
Net Exposure Of
Counterparties
Counterparties
Exposure
Greater Than
Greater Than
Before Credit
Credit
Net
10% Of Net
10% of Net
Rating
Collateral
Collateral
Exposure
Exposure
Exposure
External rating
(millions)
(millions)
Investment Grade
$
49.4
$
-
$
49.4
2
$
43.9
Non-Investment Grade
18.0
14.0
4.0
-
-
Internal rating
Investment Grade
3.9
-
3.9
-
-
Non-Investment Grade
5.6
5.5
0.1
-
-
Total
$ 76.9
$ 19.5
$ 57.4
2
$ 43.9
Maturity Of Credit Risk Exposure Before Credit Collateral
Exposure
Less Than
Greater Than
Total
Rating
2 Years
2 - 5 Years
5 Years
Exposure
External rating
(millions)
Investment Grade
$ 46.1
$ 3.3
$ -
$ 49.4
Non-Investment Grade
13.5
3.8
0.7
18.0
Internal rating
Investment Grade
3.8
0.1
-
3.9
Non-Investment Grade
4.2
1.1
0.3
5.6
Total
$ 67.6
$ 8.3
$ 1.0
$ 76.9
ITEM 8. CONSOLIDATED
FINANCIAL STATEMENTS
GREAT PLAINS ENERGY
Consolidated Statements of Income
Year Ended December 31 2004
2003
2002
Operating Revenues
(thousands, except per share amounts)
Electric revenues - KCP&L
$ 1,090,067
$ 1,054,900
$ 1,009,868
Electric revenues - Strategic Energy
1,370,760
1,089,663
788,278
Other revenues
3,191
3,482
4,147
Total
2,464,018
2,148,045
1,802,293
Operating Expenses
Fuel
179,362
160,327
159,666
Purchased power - KCP&L
52,533
53,163
46,214
Purchased power - Strategic Energy
1,247,522
968,967
685,370
Other
324,237
295,383
276,632
Maintenance
83,603
85,416
91,419
Depreciation and amortization
150,071
142,763
146,757
General taxes
102,756
98,461
97,146
(Gain) loss on property
5,133
(23,703
)
(1,376
)
Total
2,145,217
1,780,777
1,501,828
Operating income
318,801
367,268
300,465
Non-operating income
6,799
7,414
5,839
Non-operating expenses
(15,184
)
(20,462
)
(18,948
)
Interest charges
(83,030
)
(76,171
)
(87,380
)
Income from continuing operations before income taxes, minority
interest in subsidiaries and loss from equity investments
227,386
278,049
199,976
Income taxes
(54,451
)
(78,565
)
(51,348
)
Minority interest in subsidiaries
2,131
(7,764
)
(10,753
)
Loss from equity investments
(1,531
)
(2,018
)
(1,173
)
Income from continuing operations
173,535
189,702
136,702
Discontinued operations, net of income taxes (Notes 6 and 7)
7,276
(44,779
)
(7,514
)
Cumulative effect of a change in accounting principle (Note 5)
-
-
(3,000
)
Net income
180,811
144,923
126,188
Preferred stock dividend requirements
1,646
1,646
1,646
Earnings available for common stock
$ 179,165
$ 143,277
$ 124,542
Average number of common shares outstanding
72,028
69,206
62,623
Basic and diluted earnings (loss) per common share
Continuing operations
$ 2.39
$ 2.72
$ 2.16
Discontinued operations
0.10
(0.65
)
(0.12
)
Cumulative effect
-
-
(0.05
)
Basic and diluted earnings per common share
$ 2.49
$ 2.07
$ 1.99
Cash dividends per common share
$ 1.66
$ 1.66
$ 1.66
The accompanying Notes
to Consolidated Financial Statements are an integral part of these statements.
GREAT PLAINS ENERGY
Consolidated Balance Sheets
December 31
2004
2003
ASSETS
(thousands)
Current Assets
Cash and cash equivalents
$ 127,129
$ 114,227
Restricted cash
7,700
20,850
Receivables, net
247,184
240,344
Fuel inventories, at average cost
21,121
22,543
Materials and supplies, at average cost
54,432
56,599
Deferred income taxes
13,065
686
Assets of discontinued operations
749
27,830
Other
20,857
14,293
Total
492,237
497,372
Nonutility Property and Investments
Affordable housing limited partnerships
41,317
52,644
Nuclear decommissioning trust fund
84,148
74,965
Other
32,739
44,428
Total
158,204
172,037
Utility Plant, at Original Cost
Electric
4,841,355
4,700,983
Less-accumulated depreciation
2,196,835
2,082,419
Net utility plant in service
2,644,520
2,618,564
Construction work in progress
53,821
53,250
Nuclear fuel, net of amortization of $127,631 and $113,472
36,109
29,120
Total
2,734,450
2,700,934
Deferred Charges
Regulatory assets
144,345
145,627
Prepaid pension costs
119,811
108,247
Goodwill
86,767
26,105
Other deferred charges
63,087
31,628
Total
414,010
311,607
Total
$ 3,798,901
$ 3,681,950
The accompanying Notes
to Consolidated Financial Statements are an integral part of these statements.
GREAT PLAINS ENERGY
Consolidated Balance Sheets
December 31
2004
2003
LIABILITIES AND CAPITALIZATION
(thousands)
Current Liabilities
Notes payable
$ 20,000
$ 87,000
Current maturities of long-term debt
253,230
59,303
EIRR bonds classified as current
85,922
129,288
Accounts payable
199,952
186,747
Accrued taxes
46,993
39,886
Accrued interest
11,598
11,937
Accrued payroll and vacations
32,462
34,762
Accrued refueling outage costs
13,180
1,760
Supplier collateral
7,700
20,850
Liabilities of discontinued operations
2,129
4,607
Other
24,931
28,944
Total
698,097
605,084
Deferred Credits and Other Liabilities
Deferred income taxes
632,160
609,333
Deferred investment tax credits
33,587
37,571
Asset retirement obligations
113,674
106,694
Pension liability
95,805
89,488
Other
88,524
79,141
Total
963,750
922,227
Capitalization
Common stock equity
Common stock-150,000,000 shares authorized without par value
74,394,423 and 69,259,203 shares issued, stated value
765,482
611,424
Unearned compensation
(1,393
)
(1,633
)
Capital stock premium and expense
(32,112
)
(7,240
)
Retained earnings
451,491
391,750
Treasury stock-28,488 and 3,265 shares, at cost
(856
)
(121
)
Accumulated other comprehensive loss
(41,018
)
(36,886
)
Total
1,141,594
957,294
Cumulative preferred stock $100 par value
3.80% - 100,000 shares issued
10,000
10,000
4.50% - 100,000 shares issued
10,000
10,000
4.20% - 70,000 shares issued
7,000
7,000
4.35% - 120,000 shares issued
12,000
12,000
Total
39,000
39,000
Long-term debt (Note 19)
956,460
1,158,345
Total
2,137,054
2,154,639
Commitments and Contingencies (Note 13)
Total
$ 3,798,901
$ 3,681,950
The accompanying Notes
to Consolidated Financial Statements are an integral part of these statements.
GREAT PLAINS ENERGY
Consolidated Statements of Cash Flows
Year Ended December 31 2004
2003
2002
Cash Flows from Operating Activities
(thousands)
Net income
$ 180,811
$ 144,923
$ 126,188
Less: Discontinued operations, net of income taxes
7,276
(44,779
)
(7,514
)
Income from continuing operations
173,535
189,702
133,702
Adjustments to reconcile income to net cash from operating activities:
Cumulative effect of a change in accounting principles
-
-
3,000
Depreciation and amortization
150,071
142,763
146,757
Amortization of:
Nuclear fuel
14,159
12,334
13,109
Other
11,827
11,626
12,461
Deferred income taxes, net
20,286
30,471
12,009
Investment tax credit amortization
(3,984
)
(3,994
)
(4,183
)
Loss from equity investments
1,531
2,018
1,173
(Gain) loss on property
5,133
(23,703
)
(1,376
)
Deferred storm costs
-
-
(20,149
)
Minority interest in subsidiaries
(2,131
)
7,764
10,753
Other operating activities (Note 2)
6,693
(2,254
)
25,067
Net cash from operating activities
377,120
366,727
332,323
Cash Flows from Investing Activities
Utility capital expenditures
(190,548
)
(148,675
)
(131,158
)
Allowance for borrowed funds used during construction
(1,498
)
(1,368
)
(979
)
Purchases of investments
(38,556
)
(3,520
)
(7,134
)
Purchases of nonutility property
(6,108
)
(3,256
)
(2,788
)
Proceeds from sale of assets and investments
43,949
32,556
7,821
Purchase of additional indirect interest in Strategic Energy
(90,033
)
-
-
Hawthorn No. 5 partial insurance recovery
30,810
3,940
-
Hawthorn No. 5 partial litigation settlements
1,139
17,263
-
Other investing activities
(7,081
)
(1,220
)
(3,748
)
Net cash from investing activities
(257,926
)
(104,280
)
(137,986
)
Cash Flows from Financing Activities
Issuance of common stock
153,662
-
151,800
Issuance of long-term debt
163,600
-
224,539
Issuance costs
(14,496
)
(266
)
(9,962
)
Repayment of long-term debt
(213,943
)
(133,181
)
(238,384
)
Net change in short-term borrowings
(67,000
)
43,846
(172,001
)
Dividends paid
(120,806
)
(116,527
)
(107,424
)
Other financing activities
(7,309
)
(7,598
)
(5,517
)
Net cash from financing activities
(106,292
)
(213,726
)
(156,949
)
Net Change in Cash and Cash Equivalents
12,902
48,721
37,388
Cash and Cash Equivalents from Continuing Operations
at Beginning of Year
114,227
65,506
28,118
Cash and Cash Equivalents from Continuing Operations
at End of Year
$ 127,129
$ 114,227
$ 65,506
Net Change in Cash and Cash Equivalents from
Discontinued Operations
$ 458
$ 73
$ (821
)
Cash and Cash Equivalents from Discontinued Operations
at Beginning of Year
168
95
916
Cash and Cash Equivalents from Discontinued Operations
at End of Year
$ 626
$ 168
$ 95
The accompanying Notes
to Consolidated Financial Statements are an integral part of these statements.
GREAT PLAINS ENERGY
Consolidated Statements of Common Stock Equity
2004
2003
2002
Shares
Amount
Shares
Amount
Shares
Amount
Common Stock
(thousands, except share amounts)
Beginning balance
69,259,203
$ 611,424
69,196,322
$ 609,497
61,908,726
$ 449,697
Issuance of common stock
5,121,887
153,662
-
-
7,287,596
159,800
Issuance of restricted common stock
13,333
396
62,881
1,927
-
-
Ending balance
74,394,423
765,482
69,259,203
611,424
69,196,322
609,497
Unearned Compensation
Beginning balance
(1,633
)
-
-
Issuance of restricted common stock
(396
)
(1,927
)
-
Compensation expense recognized
636
294
-
Ending balance
(1,393
)
(1,633
)
-
Capital Stock Premium and Expense
Beginning balance
(7,240
)
(7,744
)
(1,656
)
Issuance of common stock
(5,434
)
-
(6,096
)
FELINE PRIDESSM purchase contract
adjustment, allocated fees and expenses
(19,603
)
-
-
Other
165
504
8
Ending balance
(32,112
)
(7,240
)
(7,744
)
Retained Earnings
Beginning balance
391,750
363,579
344,815
Net income
180,811
144,923
126,188
Loss on reissuance of treasury stock
(193
)
-
-
Dividends:
Common stock
(119,160
)
(114,881
)
(105,778
)
Preferred stock - at required rates
(1,646
)
(1,646
)
(1,646
)
Options
(71
)
(225
)
-
Ending balance
451,491
391,750
363,579
Treasury Stock
Beginning balance
(3,265
)
(121
)
(152
)
(4
)
(35,916
)
(903
)
Treasury shares acquired
(54,683
)
(1,645
)
(85,000
)
(2,332
)
(17,000
)
(435
)
Treasury shares reissued
29,460
910
81,887
2,215
52,764
1,334
Ending balance
(28,488
)
(856
)
(3,265
)
(121
)
(152
)
(4
)
Accumulated Other Comprehensive Loss
Beginning balance
(36,886
)
(25,858
)
(13,141
)
Derivative hedging activity, net of tax
931
(598
)
13,037
Minimum pension obligation, net of tax
(5,063
)
(10,430
)
(25,754
)
Ending balance
(41,018
)
(36,886
)
(25,858
)
Total Common Stock Equity
$ 1,141,594
$ 957,294
$ 939,470
The accompanying Notes
to Consolidated Financial Statements are an integral part of these statements.
GREAT PLAINS ENERGY
Consolidated Statements of Comprehensive Income
Year Ended December 31 2004
2003
2002
(thousands)
Net income
$ 180,811
$ 144,923
$ 126,188
Other comprehensive income
Gain on derivative hedging instruments
2,649
7,712
17,584
Income taxes
(1,126
)
(3,359
)
(7,138
)
Net gain on derivative hedging instruments
1,523
4,353
10,446
Reclassification to revenues and expenses, net of tax
(592
)
(4,951
)
2,591
Derivative hedging activity, net of tax
931
(598
)
13,037
Change in minimum pension obligation
(7,624
)
(17,100
)
(42,218
)
Income taxes
2,561
6,670
16,464
Net change in minimum pension obligation
(5,063
)
(10,430
)
(25,754
)
Comprehensive income
$ 176,679
$ 133,895
$ 113,471
The accompanying Notes
to Consolidated Financial Statements are an integral part of these statements.
KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Income
Year Ended December 31
2004
2003
2002
Operating Revenues
(thousands)
Electric revenues
$ 1,090,067
$ 1,054,900
$ 1,009,868
Other revenues
1,568
2,101
2,918
Total
1,091,635
1,057,001
1,012,786
Operating Expenses
Fuel
179,362
160,327
159,666
Purchased power
52,533
53,163
46,214
Other
259,699
241,701
224,618
Maintenance
83,535
85,391
91,333
Depreciation and amortization
145,246
140,955
145,569
General taxes
98,984
95,590
95,546
(Gain) loss on property
5,133
(1,603
)
(178
)
Total
824,492
775,524
762,768
Operating income
267,143
281,477
250,018
Non-operating income
5,402
5,251
4,641
Non-operating expenses
(7,407
)
(8,280
)
(8,830
)
Interest charges
(74,170
)
(70,294
)
(80,306
)
Income from continuing operations before
income taxes and minority interest in subsidiaries
190,968
208,154
165,523
Income taxes
(52,763
)
(83,572
)
(62,857
)
Minority interest in subsidiaries
5,087
1,263
-
Income from continuing operations
143,292
125,845
102,666
Discontinued operations, net of income taxes (Note 7)
-
(8,690
)
(3,967
)
Cumulative effect of a change in accounting principle (Note 5)
-
-
(3,000
)
Net income
$ 143,292
$ 117,155
$ 95,699
The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
KANSAS CITY POWER & LIGHT COMPANY
Consolidated Balance Sheets
December 31
2004
2003
ASSETS
(thousands)
Current Assets
Cash and cash equivalents
$ 51,619
$ 26,520
Receivables, net
63,366
95,635
Fuel inventories, at average cost
21,121
22,543
Materials and supplies, at average cost
54,432
56,599
Deferred income taxes
12,818
686
Other
12,874
8,611
Total
216,230
210,594
Nonutility Property and Investments
Nuclear decommissioning trust fund
84,148
74,965
Other
20,576
34,255
Total
104,724
109,220
Utility Plant, at Original Cost
Electric
4,841,355
4,700,983
Less-accumulated depreciation
2,196,835
2,082,419
Net utility plant in service
2,644,520
2,618,564
Construction work in progress
53,821
53,046
Nuclear fuel, net of amortization of $127,631 and $113,472
36,109
29,120
Total
2,734,450
2,700,730
Deferred Charges
Regulatory assets
144,345
145,627
Prepaid pension costs
116,024
106,888
Other deferred charges
21,621
29,517
Total
281,990
282,032
Total
$ 3,337,394
$ 3,302,576
The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
KANSAS CITY POWER & LIGHT COMPANY
Consolidated Balance Sheets
December 31
2004
2003
LIABILITIES AND CAPITALIZATION
(thousands)
Current Liabilities
Notes payable to Great Plains Energy
$ 24
$ 21,983
Current maturities of long-term debt
250,000
54,500
EIRR bonds classified as current
85,922
129,288
Accounts payable
84,105
82,353
Accrued taxes
34,497
41,114
Accrued interest
9,800
11,763
Accrued payroll and vacations
22,870
20,486
Accrued refueling outage costs
13,180
1,760
Other
8,327
8,619
Total
508,725
371,866
Deferred Credits and Other Liabilities
Deferred income taxes
654,055
641,673
Deferred investment tax credits
33,587
37,571
Asset retirement obligations
113,674
106,694
Pension liability
90,491
84,434
Other
46,933
52,196
Total
938,740
922,568
Capitalization
Common stock equity
Common stock-1,000 shares authorized without par value
1 share issued, stated value
887,041
662,041
Retained earnings
252,893
228,761
Accumulated other comprehensive loss
(40,334
)
(35,244
)
Total
1,099,600
855,558
Long-term debt (Note 19)
790,329
1,152,584
Total
1,889,929
2,008,142
Commitments and Contingencies (Note 13)
Total
$ 3,337,394
$ 3,302,576
The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Cash Flows
Year Ended December 31
2004
2003
2002
Cash Flows from Operating Activities
(thousands)
Net income
$ 143,292
$ 117,155
$ 95,699
Less: Discontinued operations, net of income taxes
-
(8,690
)
(3,967
)
Income from continuing operations
143,292
125,845
99,666
Adjustments to reconcile income to net cash from operating activities:
Cumulative effect of a change in accounting principles
-
-
3,000
Depreciation and amortization
145,246
140,955
145,569
Amortization of:
Nuclear fuel
14,159
12,334
13,109
Other
7,719
9,350
9,546
Deferred income taxes, net
10,861
34,285
11,355
Investment tax credit amortization
(3,984
)
(3,994
)
(4,183
)
(Gain) loss on property
5,133
(1,603
)
(178
)
Deferred storm costs
-
-
(20,149
)
Minority interest in subsidiaries
(5,087
)
(1,263
)
-
Other operating activities (Note 2)
(1,080
)
(34,536
)
21,178
Net cash from operating activities
316,259
281,373
278,913
Cash Flows from Investing Activities
Utility capital expenditures
(190,548
)
(148,675
)
(132,039
)
Allowance for borrowed funds used during construction
(1,498
)
(1,368
)
(979
)
Purchases of investments
(3,553
)
(3,520
)
(3,421
)
Purchases of nonutility property
(254
)
(147
)
(225
)
Proceeds from sale of assets
7,465
4,135
-
Hawthorn No. 5 partial insurance recovery
30,810
3,940
-
Hawthorn No. 5 partial litigation settlements
1,139
17,263
-
Other investing activities
(7,100
)
(4,045
)
(4,084
)
Net cash from investing activities
(163,539
)
(132,417
)
(140,748
)
Cash Flows from Financing Activities
Issuance of long-term debt
-
-
224,539
Repayment of long-term debt
(209,140
)
(124,000
)
(227,000
)
Net change in short-term borrowings
(21,959
)
(341
)
(61,750
)
Dividends paid to Great Plains Energy
(119,160
)
(98,000
)
(105,617
)
Equity contribution from Great Plains Energy
225,000
100,000
36,000
Issuance costs
(2,362
)
(266
)
(4,269
)
Net cash from financing activities
(127,621
)
(122,607
)
(138,097
)
Net Change in Cash and Cash Equivalents
25,099
26,349
68
Cash and Cash Equivalents from Continuing
Operations at Beginning of Year
26,520
171
103
Cash and Cash Equivalents from Continuing
Operations at End of Year
$ 51,619
$ 26,520
$ 171
Net Change in Cash and Cash Equivalents from
Discontinued Operations
$ -
$ (307
)
$ (552
)
Cash and Cash Equivalents from Discontinued
Operations at Beginning of Year
-
307
859
Cash and Cash Equivalents from Discontinued
Operations at End of Year
$ -
$ -
$ 307
The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Common Stock Equity
2004
2003
2002
Shares
Amount
Shares
Amount
Shares
Amount
Common Stock
(thousands, except share amounts)
Beginning balance
1
$ 662,041
1
$ 562,041
1
$ 526,041
Equity contribution from Great Plains Energy
-
225,000
-
100,000
-
36,000
Ending balance
1
887,041
1
662,041
1
562,041
Retained Earnings
Beginning balance
228,761
209,606
219,524
Net income
143,292
117,155
95,699
Dividends:
Common stock held by Great Plains Energy
(119,160
)
(98,000
)
(105,617
)
Ending balance
252,893
228,761
209,606
Accumulated Other Comprehensive Loss
Beginning balance
(35,244
)
(26,614
)
(1,182
)
Derivative hedging activity, net of tax
(233
)
(83
)
322
Minimum pension obligation, net of tax
(4,857
)
(8,547
)
(25,754
)
Ending balance
(40,334
)
(35,244
)
(26,614
)
Total Common Stock Equity
$ 1,099,600
$ 855,558
$ 745,033
The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Comprehensive Income
Year Ended December 31
2004
2003
2002
(thousands)
Net income
$ 143,292
$ 117,155
$ 95,699
Other comprehensive income
Gain on derivative hedging instruments
280
657
702
Income taxes
(111
)
(256
)
(274
)
Net gain on derivative hedging instruments
169
401
428
Reclassification to revenues and expenses, net of tax
(402
)
(484
)
(106
)
Derivative hedging activity, net of tax
(233
)
(83
)
322
Change in minimum pension obligation
(7,321
)
(14,012
)
(42,218
)
Income taxes
2,464
5,465
16,464
Net change in minimum pension obligation
(4,857
)
(8,547
)
(25,754
)
Comprehensive income
$ 138,202
$ 108,525
$ 70,267
The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
December 31
2004
2003
Utility Plant In Service
(millions)
Production (23 - 42 years)
$ 2,938
.5
$ 2,913
.9
Transmission (27 - 76 years)
315
.5
308
.3
Distribution (8 - 75 years)
1,320
.0
1,261
.6
General (5 - 50 years)
267
.4
217
.2
Total (a)
$ 4,841
.4
$ 4,701
.0
(a) Includes $89.1 million and $66.7 million of land and other assets for
which depreciation was not recorded in 2004 and 2003, respectively.
KCC
MPSC
Current cost of decommissioning (in 2002 dollars):
(millions)
Total Station
$ 468
$ 468
47% share
220
220
Future cost of decommissioning (in 2025 dollars):
Total Station
$ 1,288
47% share
606
Future cost of decommissioning (in 2045 dollars):
Total Station
$ 2,527
47% share
1,188
Annual escalation factor
4.00
%
4.50
%
Annual return on trust assets (a)
6.02
%
7.66
%
(a) The 6.02% rate of return in Kansas is thru 2025. The rate systematically
decreases to 3.99% from 2025 to decommissioning at the end of the extended 60-year life of 2045.
2002
(thousands, except per share amounts)
Net income, as reported
$ 126,188
Add: stock-based employee compensation expense included
in net income as reported, net of income taxes
57
Less: total stock-based employee compensation expense
determined under fair value based method for all
awards, net of income taxes
255
Pro forma net income as if fair value method were applied
$ 125,990
Basic and diluted EPS, as reported
$ 1.99
Basic and diluted EPS, pro forma
$ 1.99
2004
2003
2002
Income
(thousands, except per share amounts)
Income from continuing operations
$ 173,535
$ 189,702
$ 136,702
Less: preferred stock dividend requirements
1,646
1,646
1,646
Income available to common stockholders
$ 171,889
$ 188,056
$ 135,056
Common Shares Outstanding
Average number of common shares outstanding
72,028
69,206
62,623
Add: effect of dilutive securities
64
42
1
Diluted average number of common shares outstanding
72,092
69,248
62,624
Basic EPS from continuing operations
$ 2.39
$ 2.72
$ 2.16
Diluted EPS from continuing operations
$ 2.39
$ 2.72
$ 2.16
Great Plains Energy Other Operating Activities
2004
2003
2002
Cash flows affected by changes in:
(thousands)
Receivables
$ (36,517
)
$ (13,077
)
$ (50,200
)
Fuel inventories
1,840
(821
)
1,339
Materials and supplies
2,167
(5,799
)
(104
)
Accounts payable
43,261
6,331
(2,982
)
Accrued taxes
7,107
21,777
48,756
Accrued interest
(1,006
)
(4,184
)
3,117
Wolf Creek refueling outage accrual
11,420
(6,532
)
(4,687
)
Pension and postretirement benefit assets and obligations
(10,387
)
(20,545
)
3,774
Allowance for equity funds used during construction
(2,087
)
(1,424
)
(299
)
Other
(9,105
)
22,020
26,353
Total other operating activities
$ 6,693
$ (2,254
)
$ 25,067
Cash paid during the period:
Interest
$ 84,082
$ 78,049
$ 82,132
Income taxes
$ 38,611
$ 42,440
$ 17,709
Consolidated KCP&L Other Operating Activities
2004
2003
2002
Cash flows affected by changes in:
(thousands)
Receivables
$ 1,649
$ (1,444
)
$ (8,565
)
Fuel inventories
1,840
(821
)
1,339
Materials and supplies
2,167
(5,799
)
(104
)
Accounts payable
1,752
7,735
(35,963
)
Accrued taxes
(6,617
)
(2,792
)
49,584
Accrued interest
(1,963
)
(3,413
)
4,107
Wolf Creek refueling outage accrual
11,420
(6,532
)
(4,687
)
Pension and postretirement benefit assets and obligations
(8,059
)
(20,272
)
3,774
Allowance for equity funds used during construction
(2,087
)
(1,424
)
(299
)
Other
(1,182
)
226
11,992
Total other operating activities
$ (1,080
)
$ (34,536
)
$ 21,178
Cash paid during the period:
Interest
$ 73,840
$ 71,399
$ 74,068
Income taxes
$ 64,878
$ 68,112
$ 11,897
Year to Date June 30
2003
(thousands)
Cash repayment of supported bank line
$ (22,074
)
Write-off of intercompany balance and investment
4,760
Accrued transaction costs
(1,550
)
Income tax benefit
11,793
Loss on disposition
(7,071
)
Pre-disposition operating losses
(1,619
)
Discontinued operations
$ (8,690
)
DTI
2003
(thousands)
Cash proceeds from bankruptcy estates
$ 19,234
Cash proceeds from sale of office building
1,186
Receivables
1,300
Total proceeds
21,720
Book basis of office building sold
(2,720
)
DIP financing accrual reversal
5,000
Accounts payable
(1,900
)
Income tax
(9,810
)
Reversal of tax valuation allowance
15,779
Gain on sale of assets
$ 28,069
December 31
2004
2003
Customer accounts receivable sold to
(thousands)
Receivables Company
$ 19,866
$ 17,902
Consolidated KCP&L other receivables
43,500
77,733
Consolidated KCP&L receivables
63,366
95,635
Great Plains Energy other receivables
183,818
144,709
Great Plains Energy receivables
$ 247,184
$ 240,344
2004
2003
2002
Gross proceeds on sale of
(thousands)
accounts receivable
$ 929,122
$ 939,498
$ 957,222
Collections
927,986
949,484
974,669
Loss on sale of accounts receivable
2,529
3,714
4,558
Late fees
2,210
2,256
2,572
Amortization
December 31
ending period
2004
2003
Regulatory Assets
(millions)
Taxes recoverable through future rates
$ 81
.0
$ 89
.0
Decommission and decontaminate federal uranium
enrichment facilities
2007
2
.0
2
.6
Loss on reacquired debt
2023
7
.7
4
.3
January 2002 incremental ice storm costs (Missouri)
2007
9
.5
14
.1
Change in depreciable life of Wolf Creek (Kansas)
2045
15
.5
7
.7
Cost of removal
13
.9
14
.5
Asset retirement obligations
11
.4
12
.9
Other (a)
Various
3
.3
0
.5
Total Regulatory Assets
$ 144
.3
$ 145
.6
Regulatory Liabilities
Emission allowances (b)
$ (4
.1)
$ (3
.8)
Total Regulatory Liabilities
$ (4
.1)
$ (3
.8)
(a) An insignificant amount at December 31, 2004 and 2003, respectively, earns a return on investment
in the rate making process.
(b) Consistent with the MPSC order establishing regulatory treatment, no amortization is being recorded.
2004
2003
2002
(millions)
Revenues
$ 1.6
$ 1.5
$ 1.1
Loss from operations, including impairments,
before income taxes
(4.5
)
(59.1
)
(6.6
)
Gain on sales of assets
16.8
-
-
Discontinued operations before income taxes
12.3
(59.1
)
(6.6
)
Income taxes
(5.0
)
23.0
3.1
Discontinued operations, net of income taxes
$ 7.3
$ (36.1
)
$ (3.5
)
December 31
2004
2003
(millions)
Current assets
$ 0.7
$ 1.0
Gas property and investments
-
9.8
Other nonutility property and investments
-
0.3
Accrued taxes
-
6.7
Deferred income taxes
-
10.0
Total assets of discontinued operations
$ 0.7
$ 27.8
Current liabilities
$ 2.1
$ 2.8
Asset retirement obligations
-
1.8
Total liabilities of discontinued operations
$ 2.1
$ 4.6
2004
2003
(millions)
Revenues
$ 31.8
$ 58.5
Loss from operations before income taxes
(1.6
)
(4.0
)
Loss on disposal before income taxes
(18.9
)
-
Total loss on discontinued operations before income taxes
(20.5
)
(4.0
)
Income tax benefit (a)
11.8
-
Discontinued operations, net of income taxes
$ (8.7
)
$ (4.0
)
(a) Since RSAE was not included in Great Plains Energy's consolidated income tax
returns, an income tax benefit was not recognized on RSAE's 2002 losses. RSAE
had continual losses and therefore did not recognize tax benefits. The 2003 tax
benefit reflects the tax effect of Great Plains Energy's disposition of its interest in
RSAE. See Note 11 on income taxes.
2004
(millions)
Other non-utility property and investments
$ 10.6
Goodwill
60.7
Other deferred charges
46.1
Total assets
117.4
Accounts payable
0.9
Other deferred credits and liabilities
26.5
Net assets acquired
$ 90.0
Pension Benefits
Other Benefits
2004
2003
2004
2003
Change in projected benefit obligation (PBO)
(thousands)
PBO at beginning of year
$ 501,497
$ 450,800
$ 52,119
$ 48,936
Service cost
16,695
14,969
948
851
Interest cost
30,137
29,892
3,094
3,210
Contribution by participants
-
-
1,082
858
Amendments
-
34
-
230
Actuarial loss (gain)
25,117
42,496
(3,193
)
2,176
Benefits paid
(54,702
)
(36,122
)
(4,331
)
(3,655
)
Benefits paid by Company
(348
)
(572
)
(585
)
(487
)
Settlements
(2,660
)
-
-
-
PBO at end of plan year
$ 515,736
$ 501,497
$ 49,134
$ 52,119
Change in plan assets
Fair value of plan assets at beginning of year
$ 340,986
$ 324,169
$ 8,353
$ 11,054
Actual return on plan assets
33,893
43,663
287
122
Contributions by employer and participants
50,345
9,276
10,424
970
Benefits paid
(54,702
)
(36,122
)
(4,331
)
(3,793
)
Fair value of plan assets at end of plan year
$ 370,522
$ 340,986
$ 14,733
$ 8,353
Prepaid (accrued) benefit cost
Funded status
$ (145,214
)
$ (160,511
)
$ (34,401
)
$ (43,766
)
Unrecognized actuarial loss
195,978
182,555
10,467
13,984
Unrecognized prior service cost
36,271
40,556
1,045
1,282
Unrecognized transition obligation
398
455
9,395
10,570
Net prepaid (accrued) benefit cost
$ 87,433
$ 63,055
$ (13,494
)
$ (17,930
)
Amounts recognized in the consolidated balance sheets
Prepaid benefit cost
$ 89,229
$ 80,881
$ -
$ -
Accrued benefit cost
(1,796
)
(17,826
)
(13,494
)
(17,930
)
Minimum pension liability adjustment
(84,245
)
(78,435
)
-
-
Intangible asset
15,613
17,426
-
-
Accumulated other comprehensive income
68,632
61,009
-
-
Net amount recognized in balance sheets
87,433
63,055
(13,494
)
(17,930
)
Contributions and changes after
measurement date
20,740
34,139
-
4,790
Net amount recognized at December 31
$ 108,173
$ 97,194
$ (13,494
)
$ (13,140
)
Pension Benefits
Other Benefits
2004
2003
2002
2004
2003
2002
Components of net periodic benefit cost
(thousands)
Service cost
$ 16,695
$ 14,969
$ 13,360
$ 948
$ 851
$ 757
Interest cost
30,137
29,892
30,272
3,094
3,210
2,951
Expected return on plan assets
(31,701
)
(27,702
)
(34,144
)
(669
)
(572
)
(503
)
Amortization of prior service cost
4,285
4,286
4,313
237
216
194
Recognized net actuarial loss (gain)
7,746
1,377
(7,237
)
737
574
100
Transition obligation
57
57
(742
)
1,175
1,175
1,174
Amendment
-
-
-
-
110
-
Net settlements
1,798
-
284
-
-
-
Net periodic benefit cost
$ 29,017
$ 22,879
$ 6,106
$ 5,522
$ 5,564
$ 4,673
2004
2003
Pension plans with the ABO in excess of plan assets
(thousands)
Projected benefit obligation
$ 309,799
$ 297,392
Accumulated benefit obligation
266,081
252,209
Fair value of plan assets
179,980
156,389
Pension plans with plan assets in excess of the ABO
Projected benefit obligation
$ 205,937
$ 204,105
Accumulated benefit obligation
179,327
177,725
Fair value of plan assets
190,542
184,597
Target
Plan Assets at
December 31
Asset Category
Allocation
2004
2003
Equity securities
59
%
59
%
62
%
Debt securities
30
%
31
%
34
%
Real estate
6
%
8
%
4
%
Other
5
%
2
%
0
%
Total
100
%
100
%
100
%
Weighted average assumptions used to determine
Pension Benefits
Other Benefits
the benefit obligation at plan year-end
2004
2003
2004
2003
Discount rate
5.82
%
6.00
%
5.82
%
6.00
%
Rate of compensation increase
3.06
%
3.30
%
3.05
%
3.25
%
Weighted average assumptions used to determine
Pension Benefits
Other Benefits
net costs for years ended at December 31
2004
2003
2004
2003
Discount rate
6.00
%
6.75
%
6.00
%
6.75
%
Expected long-term return on plan assets
9.00
%
9.00
%
9.00
%
9.00
%
Rate of compensation increase
3.30
%
4.10
%
3.25
%
4.00
%
Great Plains Energy
December 31Consolidated KCP&L
December 31
2004
2003
2004
2003
(millions)
Additional minimum pension liability
$ 84.2
$ 78.4
$ 79.8
$ 74.4
Intangible asset
15.6
17.4
14.6
16.5
Deferred taxes
26.3
23.8
25.0
22.6
OCI, net of tax
42.3
37.2
40.2
35.3
Assumed Health Care Cost Trends at December 31
2004
2003
Health care cost trend rate assumed for next year
10%
9%
Rate to which the cost trend rate is assumed to
decline (the ultimate trend rate)
5%
5%
Year that the rate reaches the ultimate trend rate
2010
2008
Increase
Decrease
(thousands)
Effect on total service and interest component
$ 73
$ (62
)
Effect on postretirement benefit obligation
$ 732
$ (647
)
Pension
BenefitsOther
Benefits
(thousands)
2005
$ 32,934
$ 5,479
2006
35,827
5,984
2007
36,532
6,739
2008
37,262
7,497
2009
39,358
8,205
2010-2014
238,915
51,370
2003
2002
2001
Risk-free interest rate
4.77 %
4.57 %
5.53 %
Dividend yield
6.88 %
7.68 %
6.37 %
Stock volatility
22.650 %
27.503 %
25.879 %
Expected option life (in years)
10
10
10
2004
2003
2002
Shares
Price*
Shares
Price*
Shares
Price*
Outstanding at January 1
241,898
$ 25.41
397,000
$ 25.21
250,375
$ 25.14
Granted
-
-
27,898
27.73
181,000
24.90
Exercised
(26,000
)
24.79
(16,000
)
26.19
(34,375
)
23.00
Forfeited
(19,925
)
25.50
(167,000
)
25.26
-
-
Outstanding at December 31
195,973
$ 25.48
241,898
$ 25.41
397,000
$ 25.21
Exercisable as of December 31
75,000
$ 25.43
7,000
$ 21.67
23,000
$ 24.81
* Weighted-average price
Great Plains Energy
2004
2003
2002
Current income taxes
(thousands)
Federal
$ 19,898
$ 12,024
$ 27,505
State
13,255
8,896
9,369
Total
33,153
20,920
36,874
Deferred income taxes
Federal
45,811
23,299
13,915
State
(15,492
)
3,497
1,679
Total
30,319
26,796
15,594
Investment tax credit amortization
(3,984
)
(3,994
)
(4,183
)
Total income tax expense
59,488
43,722
48,285
Less: taxes on discontinued
operations (Notes 6 and 7)
Current tax benefit
(4,996
)
(31,167
)
(6,648
)
Deferred tax (benefit) expense
10,033
(3,676
)
3,585
Income taxes on continuing operations
$ 54,451
$ 78,565
$ 51,348
Consolidated KCP&L
2004
2003
2002
Current income taxes
(thousands)
Federal
$ 39,232
$ 26,063
$ 47,027
State
6,654
5,688
8,668
Total
45,886
31,751
55,695
Deferred income taxes
Federal
22,226
37,140
9,391
State
(11,365
)
6,883
1,964
Total
10,861
44,023
11,355
Investment tax credit amortization
(3,984
)
(3,994
)
(4,183
)
Total income tax expense
52,763
71,780
62,867
Less: taxes on discontinued
operations (Notes 6 and 7)
Current tax (benefit) expense
-
(21,530
)
10
Deferred tax expense
-
9,738
-
Income taxes on continuing operations
$ 52,763
$ 83,572
$ 62,857
Great Plains Energy
2004
2003
2002
Federal statutory income tax rate
35.0
%
35.0
%
35.0
%
Differences between book and tax
depreciation not normalized
0.6
2.1
1.9
Amortization of investment tax credits
(1.7
)
(2.1
)
(2.4
)
Federal income tax credits
(5.3
)
(7.7
)
(11.3
)
State income taxes
3.3
4.8
4.1
State effective rate change on deferred taxes
(3.6
)
-
-
Valuation allowance
0.2
(8.4
)
-
RSAE (a)
-
(1.9
)
1.4
Other
(3.5
)
1.5
(1.0
)
Effective income tax rate
25.0
%
23.3
%
27.7
%
Consolidated KCP&L
2004
2003
2002
Federal statutory income tax rate
35.0
%
35.0
%
35.0
%
Differences between book and tax
depreciation not normalized
0.7
2.1
2.1
Amortization of investment tax credits
(2.0
)
(2.1
)
(2.6
)
State income taxes
3.4
4.3
4.4
State effective rate change on deferred taxes
(4.4
)
-
-
Allocation of parent company tax benefits
(3.0
)
-
-
RSAE (a)
-
(1.9
)
1.5
Other
(2.7
)
0.6
(0.8
)
Effective income tax rate
27.0
%
38.0
%
39.6
%
(a) Amounts reflect the tax effect of operations in 2002 and the effect of the disposition in
2003.
Great Plains Energy
Consolidated KCP&L
December 31
2004
2003
2004
2003
(thousands)
Plant related
$ 556,543
$ 543,840
$ 556,543
$ 543,840
Future income taxes
81,000
89,000
81,000
89,000
Pension and postretirement benefits
9,047
6,838
9,239
7,768
Tax credit carryforwards
(23,661
)
(22,393
)
-
-
Gas properties related
3,356
(6,640
)
-
-
Nuclear fuel outage
(5,061
)
(686
)
(5,061
)
(686
)
Alternative minimum tax credit carryforward
(4,093
)
(4,093
)
-
-
State net operating loss carryforward
(476
)
-
-
-
Other
1,964
(7,252
)
(484
)
1,065
Net deferred tax liability before
valuation allowance
618,619
598,614
641,237
640,987
Valuation allowance
476
-
-
-
Less deferred taxes in discontinued
operations (Notes 6 and 7)
-
10,033
-
-
Net deferred tax liability
$ 619,095
$ 608,647
$ 641,237
$ 640,987
Great Plains Energy
Consolidated KCP&L
December 31
2004
2003
2004
2003
(thousands)
Gross deferred income tax assets
$ (144,324
)
$ (131,968
)
$ (120,739
)
$ (99,936
)
Gross deferred income tax liabilities
763,419
740,615
761,976
740,923
Net deferred income tax liability
$ 619,095
$ 608,647
$ 641,237
$ 640,987
2004
2003
2002
(millions)
Consolidated KCP&L
$ 18
.4
$ 23
.1
$ 25
.7
Other Great Plains Energy (a)
1
.9
1
.0
1
.7
Total Great Plains Energy
$ 20
.3
$ 24
.1
$ 27
.4
(a) Includes insignificant amounts related to discontinued operations.
Great Plains Energy Contractual Commitments
2005
2006
2007
2008
2009
After 2009
Total
(millions)
Lease commitments
$ 21.4
$ 21.7
$ 13.4
$ 11.1
$ 8.7
$ 85.2
$ 161.5
Purchase commitments
Fuel (a)
74.2
80.7
63.7
30.9
7.3
43.2
300.0
Purchased capacity
10.9
5.4
5.5
5.6
4.4
24.8
56.6
Purchased power
697.2
201.5
65.6
10.3
3.7
3.7
982.0
Other
32.9
5.2
4.0
4.7
-
-
46.8
Total contractual commitments
$ 836.6
$ 314.5
$ 152.2
$ 62.6
$ 24.1
$ 156.9
$ 1,546.9
(a) Fuel commitments consists of commitments for nuclear fuel, coal and coal transportation costs.
Consolidated KCP&L Contractual Commitments
2005
2006
2007
2008
2009
After 2009
Total
(millions)
Lease commitments
$ 20.1
$ 20.5
$ 12.4
$ 10.3
$ 8.7
$ 85.2
$ 157.2
Purchase commitments
Fuel (a)
74.2
80.7
63.7
30.9
7.3
43.2
300.0
Purchased capacity
10.9
5.4
5.5
5.6
4.4
24.8
56.6
Other
32.9
5.2
4.0
4.7
-
-
46.8
Total contractual commitments
$ 138.1
$ 111.8
$ 85.6
$ 51.5
$ 20.4
$ 153.2
$ 560.6
(a) Fuel commitments consists of commitments for nuclear fuel, coal and coal transportation costs.
December 31
2004
2003
2002
(millions)
ARO beginning of period
$ 106.7
$ 99.2
$ 93.1
Additions
-
1.0
-
Accretion
7.0
6.5
6.1
ARO end of period
$ 113.7
$ 106.7
$ 99.2
2004
KCP&L
Strategic
EnergyOther
Great Plains
Energy
(millions)
Operating revenues
$ 1,090.1
$ 1,372.4
$ 1.5
$ 2,464.0
Depreciation
(144.3
)
(4.8
)
(1.0
)
(150.1
)
Interest charges
(73.7
)
(0.7
)
(8.6
)
(83.0
)
Income taxes
(55.7
)
(24.3
)
25.5
(54.5
)
Loss from equity investments
-
-
(1.5
)
(1.5
)
Discontinued operations
-
-
7.3
7.3
Net income (loss)
150.0
42.5
(11.7
)
180.8
2003
KCP&L
Strategic
EnergyOther
Great Plains
Energy
(millions)
Operating revenues
$ 1,054.9
$ 1,091.0
$ 2.1
$ 2,148.0
Depreciation
(139.9
)
(1.7
)
(1.2
)
(142.8
)
Interest charges
(69.9
)
(0.4
)
(5.9
)
(76.2
)
Income taxes
(84.4
)
(30.2
)
36.0
(78.6
)
Loss from equity investments
-
-
(2.0
)
(2.0
)
Discontinued operations
-
-
(44.8
)
(44.8
)
Net income (loss)
127.2
39.6
(21.9
)
144.9
2002
KCP&L
Strategic
EnergyOther
Great Plains
Energy
(millions)
Operating revenues
$ 1,009.9
$ 789.5
$ 2.9
$ 1,802.3
Depreciation
(144.3
)
(0.9
)
(1.6
)
(146.8
)
Interest charges
(80.3
)
(0.3
)
(6.8
)
(87.4
)
Income taxes
(63.4
)
(25.2
)
37.3
(51.3
)
Loss from equity investments
-
-
(1.2
)
(1.2
)
Discontinued operations
-
-
(7.5
)
(7.5
)
Cumulative effect of a change
in accounting principle
-
-
(3.0
)
(3.0
)
Net income (loss)
102.9
29.7
(6.4
)
126.2
KCP&L
Strategic
EnergyOther
Great Plains
Energy
2004
(millions)
Assets
$ 3,330.2
$ 407.7
$ 61.0
$ 3,798.9
Capital expenditures (a)
190.8
2.6
3.3
196.7
2003
Assets
$ 3,293.5
$ 283.0
$ 105.5
$ 3,682.0
Capital expenditures (a)
148.8
3.1
-
151.9
2002
Assets
$ 3,084.5
$ 226.0
$ 206.6
$ 3,517.1
Capital expenditures (a)
132.1
2.1
(0.3
)
133.9
(a) Capital expenditures reflect annual amounts for the periods presented.
2004
KCP&L
Other
Consolidated
KCP&L
(millions)
Operating revenues
$ 1,090.1
$ 1.5
$ 1,091.6
Depreciation
(144.3
)
(0.9
)
(145.2
)
Interest charges
(73.7
)
(0.5
)
(74.2
)
Income taxes
(55.7
)
2.9
(52.8
)
Net income (loss)
150.0
(6.7
)
143.3
2003
KCP&L
Other
Consolidated
KCP&L
(millions)
Operating revenues
$ 1,054.9
$ 2.1
$ 1,057.0
Depreciation
(139.9
)
(1.1
)
(141.0
)
Interest charges
(69.9
)
(0.4
)
(70.3
)
Income taxes
(84.4
)
0.9
(83.5
)
Discontinued operations
-
(8.7
)
(8.7
)
Net income (loss)
127.2
(10.0
)
117.2
2002
KCP&L
Other
Consolidated
KCP&L
(millions)
Operating revenues
$ 1,009.9
$ 2.9
$ 1,012.8
Depreciation
(144.3
)
(1.2
)
(145.5
)
Interest charges
(80.3
)
-
(80.3
)
Income taxes
(63.4
)
0.5
(62.9
)
Discontinued operations
-
(4.0
)
(4.0
)
Cumulative effect of a change
in accounting principle
-
(3.0
)
(3.0
)
Net income (loss)
102.9
(7.2
)
95.7
KCP&L
Other
Consolidated
KCP&L
2004
(millions)
Assets
$ 3,330.2
$ 7.2
$ 3,337.4
Capital expenditures (a)
190.8
-
190.8
2003
Assets
$ 3,293.5
$ 9.1
$ 3,302.6
Capital expenditures (a)
148.8
-
148.8
2002
Assets
$ 3,084.5
$ 54.7
$ 3,139.2
Capital expenditures (a)
132.1
0.1
132.2
(a) Capital expenditures reflect annual amounts for the periods presented.
December 31
Year Due
2004
2003
Consolidated KCP&L
(thousands)
General Mortgage Bonds
7.95%* and 7.55%** Medium-Term Notes
2007
$ 500
$ 55,000
2.26%* and 2.36%** EIRR bonds
2012-2023
158,768
158,768
Senior Notes
7.125%
2005
250,000
250,000
6.500%
2011
150,000
150,000
6.000%
2007
225,000
225,000
Unamortized discount
(465
)
(689
)
EIRR bonds
2.29%* and 2.16%** Series A & B
2015
106,991
108,919
2.38%* and 2.25%** Series C
2017
50,000
50,000
2.29%* and 2.16%** Series D
2017
40,183
40,923
8.3% Junior Subordinated Deferred Interest Bonds
-
154,640
2.10%* and 1.25%** Combustion Turbine Synthetic Lease
2006
145,274
143,811
Current liabilities
EIRR bonds classified as current
(85,922
)
(129,288
)
Current maturities
(250,000
)
(54,500
)
Total consolidated KCP&L excluding current liabilities
790,329
1,152,584
Other Great Plains Energy
4.25% FELINE PRIDES Senior Notes
2009
163,600
-
7.64%* and 7.84%** Affordable Housing Notes
2005-2008
5,761
10,564
Current maturities
(3,230
)
(4,803
)
Total consolidated Great Plains Energy excluding current maturities
$ 956,460
$ 1,158,345
* Weighted-average rate as of December 31, 2004
** Weighted-average rate as of December 31, 2003
2004
2003
2002
Consolidated KCP&L
$ 2
.1
$ 2
.1
$ 2
.1
Other Great Plains Energy
1
.8
1
.4
0
.8
Total Great Plains Energy
$ 3
.9
$ 3
.5
$ 2
.9
Applicable
market valueSettlement rate
(in common shares)Market value
per common share (a)
$35.40 or greater
0.7062 to 1
Greater than $25 per common share
$35.40 to $30.00
$25 divided by the applicable
market value to 1
Equal to $25 per common share
$30.00 or less
0.8333 to 1
Less than $25 per common share
(a) Assumes that the market price of the Company's common stock on February 16, 2007, is the
same as the applicable market value.
2005
2006
2007
2008
2009
(millions)
Consolidated KCP&L
$ 250.0
$ 145.2
$ 225.5
$ -
$ -
Other Great Plains Energy
3.2
1.8
164.1
0.3
-
Total Great Plains Energy
$ 253.2
$ 147.0
$ 389.6
$ 0.3
$ -
2004
2003
Notional
Contract
AmountFair
Value
Notional
Contract
AmountFair
Value
Great Plains Energy
(millions)
Swap contracts
Cash flow hedges
$ 92.4
$ 4.5
$ 67.3
$ (0.8
)
Non-hedging derivatives
2.3
0.7
-
-
Forward contracts
Cash flow hedges
23.0
1.6
25.8
1.0
Non-hedging derivatives
5.5
(2.2
)
1.3
-
Consolidated KCP&L
Swap contracts
Cash flow hedges
6.3
(0.3
)
2.9
0.1
Great Plains Energy
December 31Consolidated KCP&L
December 31
2004
2003
2004
2003
(millions)
Current assets
$ 2.5
$ 2.7
$ (0.3
)
$ 0.1
Other deferred charges
0.9
0.8
-
-
Other current liabilities
(0.5
)
(2.6
)
-
-
Deferred income taxes
(0.8
)
(0.2
)
0.2
-
Other deferred credits
(0.9
)
(0.4
)
-
-
Total
$ 1.2
$ 0.3
$ (0.1
)
$ 0.1
Great Plains Energy
Consolidated KCP&L
2004
2003
2002
2004
2003
2002
(millions)
Gas revenues
$ -
$ -
$ 0.2
$ -
$ -
$ -
Fuel expense
(0.7
)
(0.8
)
(0.1
)
(0.7
)
(0.8
)
(0.1
)
Purchased power expense
(0.6
)
(9.0
)
5.4
-
-
-
Minority interest
0.2
1.0
(0.9
)
-
-
-
Income taxes
0.5
3.8
(2.0
)
0.3
0.3
0.1
OCI
$ (0.6
)
$ (5.0
)
$ 2.6
$ (0.4
)
$ (0.5
)
$ -
Wolf Creek
UnitLaCygne
UnitsIatan
Unit
(millions, except MW amounts)
KCP&L's share
47
%
50
%
70
%
Utility plant in service
$ 1,366
$ 322
$ 260
Accumulated depreciation
671
236
183
Nuclear fuel, net
36
KCP&L's accredited capacity--MWs
548
681
469
Quarter
Great Plains Energy
1st
2nd
3rd
4th
2004
(millions, except per share amounts)
Operating revenue
$ 541.5
$ 613.5
$ 714.8
$ 594.2
Operating income
62.6
82.3
125.5
48.4
Income from continuing operations
29.5
41.4
67.9
34.7
Net income
27.3
41.6
75.9
36.0
Basic and diluted earning per common
share from continuing operations
0.42
0.59
0.91
0.46
Basic and diluted earning per common share
0.39
0.59
1.02
0.48
2003
Operating revenue
$ 464.2
$ 503.0
$ 660.8
$ 520.0
Operating income
58.7
90.9
166.9
50.8
Income from continuing operations
22.0
59.0
84.2
24.5
Net income (loss)
14.5
50.9
83.8
(4.3
)
Basic and diluted earning per common
share from continuing operations
0.31
0.85
1.21
0.34
Basic and diluted earning (loss) per common share
0.20
0.73
1.20
(0.07
)
Quarter
Consolidated KCP&L
1st
2nd
3rd
4th
2004
(millions)
Operating revenue
$ 247.0
$ 275.0
$ 323.7
$ 245.9
Operating income
49.7
68.3
111.3
37.8
Net income
21.2
32.3
63.9
25.9
2003
Operating revenue
$ 234.9
$ 247.9
$ 350.7
$ 223.5
Operating income
42.8
53.9
148.5
36.3
Income from continuing operations
13.1
22.0
78.5
12.3
Net income
11.9
14.5
78.5
12.3
Pursuant to the guidance provided by the SEC Division of Corporation Finance in the Current Report on Form 8-K Frequently Asked
Questions dated November 23, 2004, the following information is provided pursuant to the following Items of Form 8-K: Item 1.01 Entry
into a Material Definitive Agreement, Item 1.02 Termination of a Material Definitive Agreement, and Item 5.02 Departure of Directors
or Principal Officers; Election of Directors; Appointment of Principal Officers.
Position
(a)
($)(3)
(i)
($)
(c)
($)
(d)
($) (1)
(e)
Award(s)
($)(2)
(f)
SARs
(g)
($)
(h)
Chairman of the Board
2002
-
-
-
-
-
-
-
President and Chief Executive Officer
2002
260,000
78,000
-
-
-
20,000
-
-
14,382
Senior Vice PresidentFinance, Chief Financial Officer and Treasurer
2002
200,000
60,000
-
-
13,000
-
18,569
Vice President-
Generation Services
2002
-
Vice President
2002
160,000
32,000
-
-
6,000
-
4,682
(1)
While the five named executive officers receive certain perquisites from the Company, with the exception of Mr. Chesser in 2004, such perquisites did not reach in any of the reported years the threshold for reporting of the lesser of either $50,000 or ten percent of
salary and bonus set forth in the applicable rules of the Securities and Exchange Commission.
For 2004, amounts include:
Personal Travel: Chesser-$3,794
Relocation Costs: Chesser-$299,292
Transportation Allowance: Chesser-$7,200
Club Dues: Chesser-$1,150
(2)
The dollar value of restricted stock awards shown in Column (f) above is calculated by multiplying the number of shares awarded by
the closing market price of the Great Plains Energy common stock on the date of the grant.
Chesser
12,135 shares vesting October 1, 2005, 12,135 shares vesting October 1, 2006 and 12,135 shares vesting October 1, 2007; dividends are
reinvested with the same restrictions as the restricted stock; value as of December 31, 2004 was $1,102,343.
Downey
8,825 shares vesting October 1, 2005, 8,825 shares vesting October 1, 2006 and 8,826 shares vesting October 1, 2007; dividends are
reinvested with the same restrictions as the restricted stock; value as of December 31, 2004 was $801,693.
(3)
For 2004, amounts include:
Contribution Under the Great Plains Energy Employee Savings Plus Plan: Chesser-$263; Downey-$6,079; Bielsker-$6,142; Easley-$6,150; and Herdegen-$5,250.
Flex Dollars Under the Flexible Benefits Plan: Chesser-$6,581; Downey-$3,932; Bielsker-$14,027; Easley-$3,997; and Herdegen-$3,542.
Deferred Flex Dollars: Chesser-$1,836; and Downey-$2,535.
Contribution under the Great Plains Energy Employee Savings Plus Plan accruing to the Deferred Compensation Plan: Downey-$4,269; Bielsker-$344; and Easley-$156.
Above-Market Interest Paid on Deferred Compensation: Chesser-$54; Downey-$10,747; Bielsker-$4,165; and Easley-$1,669.
Wellness Program: Herdegen-$89.
Aggregated Option/SAR Exercises in the Last Fiscal Year and Fiscal Year-End Option/SAR Values
Shares
Number of Securities Underlying
Acquired
Unexercised Options/SARs at Fiscal
Value of Unexercised In-the-Money
on
Value
Year End
Options/SARs at Fiscal Year End
Exercise
Realized
(#)
($)
Name
(#)
($)
Exercisable
Unexercisable
Exercisable (1)
Unexercisable
(a)
(b)
(c)
(1)(d)
(d)
(e)
(e)
Michael J. Chesser
0
-
-
-
-
-
William H. Downey
0
-
40,000
5,249
202,200
13,385
Andrea F. Bielsker
5,000
24,000
21,000
2,887
107,780
7,362
Stephen T. Easley
0
-
19,000
2,449
98,320
6,245
William P. Herdegen, III
0
-
12,000
2,041
60,660
5,205
(1) Includes stock options of 20,000 shares, 13,000 shares, 13,000 shares and 6,000 shares to Mr. Downey, Ms. Bielsker, Mr. Easley and Mr.
Herdegen, respectively, that became exercisable February 5, 2005.
Average Annual Base Salary
Annual Pension for Years of Service Indicated
for Highest 36 Months
15
20
25
30 or more
150,000
45,000
60,000
75,000
90,000
200,000
60,000
80,000
100,000
120,000
250,000
75,000
100,000
125,000
150,000
300,000
90,000
120,000
150,000
180,000
350,000
105,000
140,000
175,000
210,000
400,000
120,000
160,000
200,000
240,000
450,000
135,000
180,000
225,000
270,000
500,000
150,000
200,000
250,000
300,000
550,000
165,000
220,000
275,000
330,000
600,000
180,000
240,000
300,000
360,000
650,000
195,000
260,000
325,000
390,000
700,000
210,000
280,000
350,000
420,000
(1)
Pursuant to the terms of an employment agreement, Mr.
Chesser will be credited with two years of service for every
one year of service earned. The additional year of service
will be paid as a supplemental retirement benefit.
Beneficially Owned
Directors As A Group (17 persons)
Great Plains Energy
Valuation and Qualifying Accounts
Years Ended December 31, 2004, 2003 and 2002
Additions
Charged
Balance At
To Costs
Charged
Balance
Beginning
And
To Other
At End
Description
Of Period
Expenses
Accounts
Deductions
Of Period
Year Ended December 31, 2004
(millions)
Allowance for uncollectible accounts
$
8.5
$
5.4
$
2.8
(a)
$
10.3
(b)
$
6.4
Legal reserves
4.0
1.4
-
2.2
(c)
3.2
Environmental reserves
1.8
(1.5
)(d)
-
-
0.3
Year Ended December 31, 2003
Allowance for uncollectible accounts
$
8.8
$
5.1
$
2.8
(a)
$
8.2
(b)
$
8.5
Legal reserves
3.8
3.3
-
3.1
(c)
4.0
Environmental reserves
1.9
-
-
0.1
(e)
1.8
Tax valuation allowance (f)
15.8
(15.8
)
-
-
-
Discontinued operations
1.7
-
-
1.7
(g)
-
Year Ended December 31, 2002
Allowance for uncollectible accounts
$
6.7
$
7.6
$
3.4
(a)
$
8.9
(b)
$
8.8
Legal reserves
2.0
3.5
-
1.7
(c)
3.8
Environmental reserves
1.9
-
-
-
1.9
Tax valuation allowance
15.8
-
-
-
15.8
Discontinued operations (h)
1.8
2.3
0.6
(i)
3.0
(j)
1.7
(a) Recoveries. Charged
to other accounts for the year ended December 31, 2002, includes the establishment of
an allowance of $0.3 million.
(b) Uncollectible accounts
charged off. Deductions for the year ended December 31, 2004, includes a charge off
of
$1.4 million by Worry Free.
(c) Payment of claims.
(d) Reversal of reserve
for remediation of soil and groundwater.
(e) Payment of expenses.
(f) A tax valuation allowance of $15.8 million was recorded at KLT Telecom in 2001 to reduce the income tax
benefits
arising primarily from DTI's 2002 abandonment of its $104 million of long-haul assets. The allowance
was
necessary due to the uncertainty of recognizing future tax deductions while DTI is in the bankruptcy
process. The
allowance was reversed in 2003 after confirmation of the DTI restructuring plan.
(g) In 2003, HSS completed
the disposition of its interest in RSAE.
(h) Discontinued operations
at December 31, 2002, includes property and casualty insurance reserves, medical
insurance reserves and warranty repair reserves for RSAE.
(i) The establishment of medical
insurance reserves, contributions from Cobra insurance premiums and
recoveries.
(j) Payment of claims on property
and casualty and medical insurance reserves, expenses incurred on warranty
repair reserves, inventory reserve adjustments and uncollectible accounts charged off.
Kansas City Power & Light Company
Valuation and Qualifying Accounts
Years Ended December 31, 2004, 2003 and 2002
Additions
Charged
Balance At
To Costs
Charged
Balance
Beginning
And
To Other
At End
Description
Of Period
Expenses
Accounts
Deductions
Of Period
Year Ended December 31, 2004
(millions)
Allowance for uncollectible accounts
$ 4.9
$ 2.6
$ 2.7
(a)
$ 8.5
(b)
$ 1.7
Legal reserves
3.8
1.4
-
2.0
(c)
3.2
Environmental reserves
1.8
(1.5
)(d)
-
-
0.3
Year Ended December 31, 2003
Allowance for uncollectible accounts
$ 5.6
$ 3.5
$ 2.7
(a)
$ 6.9
(b)
$ 4.9
Legal reserves
3.8
3.1
-
3.1
(c)
3.8
Environmental reserves
1.9
-
-
0.1
(e)
1.8
Discontinued operations
1.7
-
-
1.7
(f)
-
Year Ended December 31, 2002
Allowance for uncollectible accounts
$ 5.8
$ 3.5
$ 2.9
(a)
$ 6.6
(b)
$ 5.6
Legal reserves
2.0
3.5
-
1.7
(c)
3.8
Environmental reserves
1.9
-
-
-
1.9
Discontinued operations(g)
1.8
2.3
0.6
(h)
3.0
(i)
1.7
(a) Recoveries.
(b) Uncollectible accounts charged
off. Deductions for the year ended December 31, 2004, includes a charge off
of
$1.4 million by Worry Free.
(c) Payment of claims.
(d) Reversal of reserve for remediation of soil and groundwater.
(e) Payment of expenses.
(f) In 2003, HSS completed the disposition of its interest in RSAE.
(g) Discontinued operations at December 31, 2002,
includes property and casualty insurance reserves, medical
insurance reserves and warranty repair reserves for RSAE.
(h) The establishment of medical insurance reserves, contributions from Cobra insurance premiums and
recoveries.
(i) Payment of claims on property and casualty and medical insurance reserves, expenses incurred on warranty
repair reserves, inventory reserve adjustments and uncollectible accounts charged off.
Executive Officer
Officer and Director
Kansas City Power & Light Company
Annual Incentive Plan 2005
Eligible participants include executives and other key employees of Great Plains Energy and KCP&L, as approved by the Compensation and Development Committee (Committee) of the Board of Directors.
Target Awards
Target award levels are approved by the Committee and set as a percentage of the executive's base salary. The percentages vary based on organizational responsibilities and market-compilation bonus levels based on industry data. The annual target award percentages of base salary are set forth on Appendix I attached hereto.
EPS Performance Goal
The size of the entire award under the Plan will be determined by corporate Earnings Per Shares (EPS). The annual corporate EPS goal is set and approved by the Committee. The annual corporate EPS goal for the current annual incentive plan year is set forth in Appendix II attached hereto.
The corporate EPS goal is subject to an established threshold, target and maximum levels. The Plan will pay out at 100% at target. Fifty percent of the incentive is payable at the threshold level of performance and 150% of the incentive is payable at the maximum level of performance. If performance falls below target but is above threshold, the amount of the award payable will be below the target award level. Similarly, performance above target will result in an award higher than target level.
Individual Incentive Awards
Individual incentive awards reflect a mix of Great Plains Energy and business unit/department performance along with individual discretionary factors; the current actual mix for each executive will be determined based upon his/her role and contribution to the organization in accordance with the chart set forth on Appendix III attached hereto. Individual awards will not be paid for executives if the corporate EPS performance falls below the threshold level for the year.
Exceptions
The EPS targets established for the plan period are fixed for the duration period and will only be changed upon the approval of the Committee. Each year, the Committee will approve the annual targets.
1
APPENDIX I
Great Plains Energy Incorporated
Kansas City Power & Light Company
Annual Incentive Plan 2005
Proposed Target Incentive Award Levels
(expressed as a percent of base salary)
Executive |
Annual Target Award |
Chesser |
60% |
Downey |
45% |
Bielsker |
40% |
Latz |
40% |
Nolte |
30% |
Riggins |
30% |
Wright |
30% |
DeStefano |
30% |
Easley |
35% |
Herdegen |
35% |
Moore |
30% |
Spring |
30% |
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APPENDIX II
Great Plains Energy Incorporated
Kansas City Power & Light Company
Annual Incentive Plan 2005
EPS Target
Following is the proposed corporate target for the period January 1, 2005 through December 31, 2005:
Earnings Per Share
|
GPE Reported Earnings |
Threshold - 50% |
|
Target - 100% |
|
Max - 150% |
|
Note: Information regarding specific threshold, target and maximum earnings amounts is confidential and has been removed.
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APPENDIX III
Annual Incentive Plan 2005
Weighting of Performance Goals
|
Corporate Balanced |
KCPL |
Individual |
Chairman & CEO |
80% |
0% |
20% |
President & COO |
40% |
40% |
20% |
Corporate Executives* |
80% |
0% |
20% |
Operations Executives |
20% |
60% |
20% |
*Bielsker, Latz, Riggins and Wright
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Exhibit 10.1.g
Strategic Energy, L.L.C.
Annual Incentive Plan 2005
Objective
Eligible participants include executives as approved by the Compensation and Development Committee (the Committee) of the Board of Directors of Great Plains Energy Incorporated.
Target Awards
Target award levels are set as a percentage of the employee's base salary. The percentage will vary based on organizational responsibilities and market-compilation bonus levels based on general industry data designed to meet market competitive compensation programs. The annual target award percentages of base salary are set forth on Appendix I attached hereto.
Pre-Tax Income Performance Goals
The size of the entire award under the Bonus Plan will be determined by SE's pre-tax income. The proposed goals for the 2005 annual incentive plan year are set forth in Appendix II attached hereto.
The pre-tax income is subject to an established threshold, target and maximum levels. The Bonus Plan will pay 100% at target. Fifty percent (50%) of the incentive is payable at the threshold level of performance and 150% of the incentive is payable at the maximum level of performance. If performance falls below target but is above threshold, the amount of the award payable will be below the target level. Similarly, performance above target will result in an award higher than target level.
Individual Incentive Awards
Individual incentive awards will reflect a mix of SE balanced scorecard measures and individual goals; the current actual mix for each employee will be determined based upon his/her role and contribution to the organization as reflected on Appendix III. Individual awards will not be paid for executives if the corporate EPS performance falls below the threshold level for the year.
Exceptions
The goals established for the plan period are fixed for the duration period and will only be changed.
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APPENDIX I
Strategic Energy, L.L.C.
Annual Incentive Plan 2005
Annual Target Award Percentages of Base Salary
Executive |
Annual Target Award |
Malik |
60% |
Purdy |
50% |
Lauer |
50% |
Washburn |
50% |
Sebben |
40% |
Fox |
40% |
Shaw |
40% |
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APPENDIX II
Strategic Energy, L.L.C.
Annual Incentive Plan 2005
Goals
Size of award to be determined by SE's pre-tax income.
|
Pre-Tax Earnings |
Threshold - 50% |
|
Target - 100% |
|
Max - 150% |
|
Individual Awards will be weighted between Great Plains Energy goals; the following SE balanced scorecard goals and individual goals.
Note: Information regarding specific threshold, target and maximum pre-tax income amounts is confidential and has been removed.
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APPENDIX III
Strategic Energy, L.L.C.
Annual Incentive Plan 2005
Weighting of Performance Goals
|
GPE Balanced |
SE Balanced |
Business Unit/Department Balanced |
Individual |
Malik |
20% |
60% |
0% |
20% |
Purdy |
0% |
80% |
0% |
20% |
Lauer |
0% |
20% |
60% |
20% |
Washburn |
0% |
20% |
60% |
20% |
Sebben |
0% |
20% |
60% |
20% |
Fox |
0% |
20% |
60% |
20% |
Shaw |
0% |
20% |
60% |
20% |
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Exhibit 10.1.n
Compensation Arrangements of Directors and Certain Executive Officers
Directors
Compensation is paid to non-employee members of the Board. An annual retainer of $50,000 will be paid in 2005 ($25,000 of which will be used to acquire shares of Great Plains Energy common stock through Great Plains Energy's Dividend Reinvestment and Direct Stock Purchase Plan on behalf of each non-employee member of the Board). An additional retainer of $10,000 will be paid annually to the lead director. Also, a retainer of $3,000 will be paid to those non-employee directors serving as chair of a committee. Attendance fees of $1,000 for each Board meeting and $1,000 for each committee meeting attended will also be paid in 2005. Directors may defer the receipt of all or part of the cash retainers and meeting fees. Great Plains Energy also provides life and medical insurance coverage for each non-employee member of the Board.
Executive Officers
None of the executive officers of Great Plains Energy or KCPL&L have written Employment Agreements with the exception of Shahid Malik, President and Chief Executive Officer of Strategic Energy, L.L.C. (indirect subsidiary of Great Plains Energy).
Salary and incentive compensation information for 2005 for certain executive officers of Great Plains Energy and KCP&L is given below.
Michael J. Chesser
Pursuant to an employment arrangement with Michael Chesser, Chairmain of the Board and Chief Executive Officer of Great Plains Energy, Mr. Chesser is entitled to receive three times annual salary and bonus if he is terminated without cause prior to his reaching age 63. After age 63, any benefit for termination without cause will be one times annual salary and bonus until age 65. Regarding pension benefits, Mr. Chesser will receive two credited years of service for every one year of service earned. The additional year of service will be paid as a supplemental retirement benefit.
For 2005, Mr. Chesser will be paid an annual salary of $610,000 with a potential annual incentive bonus at target of 60% of salary (the amount of such incentive may be adjusted based on performance from 0-150% of target) under the Great Plains Energy Annual Incentive Plan 2005. Since no long-term grants were made in 2004, two individual long-term grants of performance shares, each at 150% of salary (the amount of such incentive may be adjusted based on
performance from 0-200% of target) were made to him in February 2005 under the Great Plains Energy Long-Term Incentive Plan.
William H. Downey
For 2005, Mr. Downey will be paid an annual salary of $440,000 with a potential annual incentive bonus at target of 45% of salary (the amount of such incentive may be adjusted based on performance from 0-150% of target) under the Great Plains Energy Annual Incentive Plan 2005. Since no long-term grants were made in 2004, two individual long-term grants of performance shares, each at 115% of salary (the amount of such incentive may be adjusted based on performance from 0-200% of target) were made to him in February 2005 under the Great Plains Energy Long-Term Incentive Plan.
Andrea F. Bielsker
For 2005, Ms. Bielsker will be paid an annual salary of $230,000 with a potential annual incentive bonus at target of 40% of salary (the amount of such incentive may be adjusted based on performance from 0-150% of target) under the Great Plains Energy Annual Incentive Plan 2005. Since no long-term grants were made in 2004, two individual long-term grants of performance shares, each at 45% of salary the amount of such incentive may be adjusted based on performance from 0-200% of target), were made to her in February 2005 under the Great Plains Energy Long-Term Incentive Plan.
Ms. Bielsker has resigned from the Company in March 2005.
Stephen T. Easley
For 2005, Mr. Easley will be paid an annual salary of $250,000 with a potential annual incentive bonus at target of 40% of salary (the amount of such incentive may be adjusted based on performance from 0-150% of target) under the Great Plains Energy Annual Incentive Plan 2005. Since no long-term grants were made in 2004, two individual long-term grants of performance shares, each at 70% of salary (the amount of such incentive may be adjusted based on performance from 0-200% of target), were made to him in February 2005 under the Great Plains Energy Long-Term Incentive Plan. In addition, Mr. Easley received on February 1, 2005 a grant of 10,000 shares of restricted stock under the Great Plains Energy Long-Term Incentive Plan.
William P. Herdegen
For 2005, Mr. Herdegen will be paid an annual salary of $190,000 with a potential annual incentive bonus at target of 35% of salary (the amount of such incentive may be adjusted based on performance from 0-150% of target) under the Great Plains Energy Annual Incentive Plan 2005. Since no long-term grants were made in 2004, two individual long-term grants of performance shares, each at 55% of salary(the amount of such incentive may be adjusted based on performance from 0-200% of target), were made to him in February 2005 under the Great Plains Energy Long-Term Incentive Plan.
Jeanie S. Latz
For 2005, Ms. Latz will be paid an annual salary of $220,000 with a potential annual incentive bonus at target of 40% of salary (the amount of such incentive may be adjusted based on performance from 0-150% of target) under the Great Plains Energy Annual Incentive Plan 2005. Since no long-term grants were made in 2004, two individual long-term grants of performance shares, each at 45% of salary (the amount of such incentive may be adjusted based on performance from 0-200% of target), were made to her in February 2005 under the Great Plains Energy Long-Term Incentive Plan.
Shahid Malik
Mr. Malik has an Employment Agreement among Strategic Energy, L.L.C., Great Plains Energy Incorporated and Shahid J. Malik, dated as of November 10, 2004.
On November 10, 2004, Mr. Malik received a grant of 13,333 shares of restricted stock under the Long-Term Incentive Plan.
For 2005, Mr. Malik will be paid on annual salary of $400,000 with a potential annual incentive bonus at target of 60% of salary (the amount of such incentive may be adjusted based on performance from 0-150% of target) under the Strategic Energy, L.L.C. Annual Incentive Plan 2005. On February 1, 2005, Mr. Malik received two grants of 4,956 shares each of restricted stock under the Great Plains Energy Long-Term Incentive Plan
Exhibit 10.1.p
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made as of November 10, 2004 ("Effective Date") by and among Strategic Energy, L.L.C. a Delaware limited liability company, whose address is Two Gateway Center, 9th Floor, Pittsburgh, PA 15222 ("Employer") and Great Plains Energy Incorporated ("Great Plains Energy"), whose address is 1201 Walnut, Kansas City, Missouri 64106-2124, and Shahid J. Malik; an individual (the "Executive").
In consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties agree as follows:
1. DEFINITIONS
For the purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1.
"Agreement" - this Employment Agreement.
"Basic Compensation" - as defined in Section 3.1.
"Benefits" - as defined in Section 3.1(B).
"Board" - the board of directors of Great Plains Energy.
"Cause" - as defined in Section 5.3.
"Confidential Information" - any and all:
(a) trade secrets concerning the business and affairs of the Employer, product specifications, data, know how, formulae, algorithms, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current, and planned research and development, current and planned manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures, and architectures;
(b) information concerning the business and affairs of the Employer (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials);
(c) notes, analysis, compilations, studies, summaries, and other material prepared by or for the Employer containing or based, in whole or in part, on any information included in the foregoing; provided, however, the Confidential Information shall not include any of the foregoing items which has become publicly known and made generally available through no wrongful act of Executive or others who were under confidentiality obligations as to the item or items involved.
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"disability" - as defined in Section 5.2.
"Effective Date" - the date stated in the first paragraph of the Agreement.
"Employment Period" - the period from the Effective Date through and including the Termination Date.
"Executive Invention" - any idea, invention, technique, modification, process, or improvement (whether patentable or not), any industrial design (whether registerable or not), and any work of authorship (whether or not copyright protection may be obtained for it) created, conceived, or developed by the Executive, either solely or in conjunction with others, during the Employment Period, or a period that includes a portion of the Employment Period, that relates in any way to or is useful in any manner in the business of a retail electricity provider, and any such item created by the Executive, either solely or in conjunction with others, following termination of the Executive's employment with the Employer, that is based upon or uses Confidential Information; provided, however, that notwithstanding anything to the contrary herein, Executive Inventions shall not include writings, articles and works of authorship not based upon or using Confidential Information (whether or not copyright protection may be obtained for such items) created or prepared by Executive primarily for academic, lecturing, or other scholarly purposes.
"Fiscal Year" - the Employer's fiscal year, as it exists on the Effective Date or as changed from time to time.
"Good Reason" - as defined in Section 5.4.
"Incentive Compensation" - as defined in Section 3.1(C).
"Non-Disclosure and Non-Solicitation Agreement" - as defined in Section 7.2(D).
"person" - any individual, corporation (including any non profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, or governmental body.
"Post Employment Period" - as defined in Section 7.2.
"Proprietary Items" - as defined in Section 6.2(A) and (B).
"Salary" - as defined in Section 3.1(A).
"Severance Agreement" - the Agreement by and among the Executive, the Employer and Great Plains Energy applicable in the event of a Change of Control or Potential Change of Control (as defined in the Severance Agreement).
"Termination Date" - as defined in Section 5.1.
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2. EMPLOYMENT TERM AND DUTIES
The Employer desires to offer the Executive continued employment with the Employer, along with enhanced conditions of employment and severance benefits, and the Executive wishes to accept such continued employment, upon the terms and conditions of this Agreement.
2.1 TERM
The term of the Executive's employment with the Employer shall be the Employment Period.
2.2 DUTIES
The Executive shall have the duties customarily associated with the position of President and Chief Executive Officer of the Employer subject to the established policies and direction of the Board. The Executive will devote his/her entire business time, attention, skill, and energy exclusively to the business of the Employer, will use his/her best efforts to promote the success of the Employer's business, and will cooperate fully in the advancement of the best interests of the Employer. Nothing in this Section 2.2, however, will prevent the Executive from engaging in additional activities, including without limitation, speaking, lecturing, investing and community affairs that are not inconsistent with the Executive's duties under this Agreement or under the Great Plains Energy Code of Business Conduct and Ethics.
3. COMPENSATION
3.1 Basic Compensation
During the Employment Period the Executive shall receive the following compensation ("Basic Compensation"):
(A) Salary. The Executive will be paid an initial annual salary in the amount of $400,000, subject to adjustment as provided herein (the "Salary"), which will be payable in equal periodic installments according to the Employer's customary payroll practices, but no less frequently than monthly. The Salary will be reviewed by the Board not less frequently than annually, and may be adjusted upward or downward in the sole discretion of the Board.
(B) Benefits. The Executive will participate in life insurance, hospitalization, major medical, savings, deferred compensation and other employee benefit plans of the Employer that may be in effect from time to time, to the extent the Executive is eligible under the terms of those plans (collectively, the "Benefits").
(C) Incentive Compensation and Long-Term Awards. The Executive will participate in any Employer's annual incentive (bonus) plan as may be established, maintained, amended and modified from time to time ("Incentive Compensation"). In addition, the Executive will be eligible for long-term awards of stock and other consideration under the Great Plains Energy Long-Term Incentive Plan. The initial Incentive Compensation and Long-Term Awards are set forth in the offer letter to Executive.
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(D) Automobile. The Executive will, during the Employment Period, be provided with one paid parking space. Additionally, the Executive will, during the Employment Period, be provided with an automobile allowance of $600 per month.
4. VACATIONS AND HOLIDAYS
The Executive will be entitled to four weeks of paid vacation each Fiscal Year in accordance with the vacation policies of the Employer in effect for its Executives from time to time. Vacation may only be taken by the Executive at such time or times as approved by the Employer. The Executive will also be entitled to the paid holidays and other paid leave set forth in the Employer's policies. Vacation days and holidays during any Fiscal Year that are not used by the Executive during such Fiscal Year may not be used in any subsequent Fiscal Year.
5. TERMINATION
Notwithstanding anything in this Agreement to the contrary, if the Severance Agreement becomes operative by its terms during any period of time, then this Section 5 shall be superseded during such period by the Severance Agreement and the terms and conditions applicable to the termination of the Executive's employment during such period, and the compensation payable following such termination, shall be determined solely by the terms of the Severance Agreement.
5.1 events of Termination
The Employment Period shall terminate upon the earliest to occur of the following (the "Termination Date"):
(A) upon the death of the Executive;
(B) upon the disability of the Executive (as defined in Section 5.2) immediately upon notice from either party to the other;
(C) upon receipt of written notice from the Employer to the Executive, or at such later time as such notice may specify notifying the Executive of the Employer's intention to terminate the Executive's employment for Cause (as defined in Section 5.3);
(D) upon the date that is thirty (30) days' after the Employer's receipt of written notice from the Executive (or such later date as such notice may specify), notifying the Employer of the Executive's intention to terminate his employment for Good Reason (as defined in Section 5.4);
(E) upon the third (3rd) anniversary of the Effective Date, provided, however, that such date shall be automatically extended, without the requirement of any action by any party hereto, by successive one (1) year period(s) thereafter, unless either the Employer or the Executive provides at least sixty (60) days written notice of such party's intention to terminate the Executive's employment;
(F) at the election of the Employer, with or without Cause and for any or no reason whatsoever, pursuant to at least sixty (60) days written notice to the Executive; or
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(G) at the election of the Executive, with or without Good Reason and for any or no reason whatsoever, pursuant to at least sixty (60) days written notice to the Employer.
5.2 Definition of "Disability"
For purposes of this Agreement, the Executive will be deemed to have a "disability" if, during the Employment Period for physical or mental reasons, the Executive is unable to perform the Executive's duties under this Agreement for 120 consecutive days, or 180 days during any twelve (12) month period, as determined in accordance with this Section 5.2. The disability of the Executive will be determined by a medical doctor selected by written mutual agreement of the Employer and the Executive upon the request of either party by notice to the other. If the Employer and the Executive cannot agree on the selection of a medical doctor, each of them will select a medical doctor and the two medical doctors will select a third medical doctor who will determine whether the Executive has a disability. The determination of the medical doctor selected under this Section 5.2 will be binding on both parties. The Executive must submit to a reason able number of examinations by the medical doctor making the determination of disability under this Section 5.2, and the Executive hereby authorizes the disclosure and release to the Employer of such determination and any relevent medical records. If the Executive is not legally competent, the Executive's legal guardian or duly authorized attorney in fact will act in the Executive's stead, under this Section 5.2, for the purposes of submitting the Executive to the medical examinations, and providing the authorization of disclosure, required under this Section 5.2.
5.3 Definition of " Cause"
For purposes of this Agreement, "Cause" means the occurrence of any of the following during the Employment Period: (a) the Executive's material breach of those duties and responsibilities of Executive as of the Effective Date (as may be amended from time to time by mutual agreement of the parties hereto), other than as a result of incapability due to physical or mental illness, which is demonstratably willful and deliberate on Executive's part, committed in bad faith and without reasonable belief that such breach is in the best interest of the company, and is not remedied in a reasonable period of time after receipt of written notice from the company specifying such breach; or (b) the commission by Executive of a felony involving moral turpitude.
5.4 DEFINITION OF "GOOD REASON"
For purposes of this Agreement, "Good Reason" means the occurrence of the following during the Employment Period: (a) any of (i) the assignment to Executive of any duties inconsistent in any material respect with Executive's position(s), duties, responsibilities or status as of the Effective Date (as may be amended from time to time by mutual agreement of the parties hereto), (ii) a change in Executive's reporting responsibilities, titles or offices as in existence as of the Effective Date, or (iii) any removal or involuntary termination of Executive otherwise than as expressly permitted by this Agreement or any failure to re-elect Executive to any position held by Executive; (b) a reduction in Executive's rate of annual base salary of more than fifteen (15) percent; (c) any requirement that Executive be based anywhere other than at the offices of Employer as of the Effective Date.
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5.5 compensation Following Termination of Employment
Upon termination of Executive's employment under this Agreement, in addition to any other compensation that Executive may be entitled to receive pursuant to Sections 5.5(A) through (D), Executive (or his/her designated beneficiary or estate, as the case may be) shall be entitled to receive the following compensation:
(i) Any accrued but unpaid Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, and any vacation accrued to the date of termination; and
(ii) Any Benefits to which the Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 3.1(B), which benefits shall be determined and paid in accordance with the terms of such plans, policies and arrangements.
(A) Additional Compensation Payable Following Termination Upon Disability. In the event that the Executive's employment is terminated by either party as a result of the Executive's disability, as determined under Section 5.2, the Employer will pay the Executive:
(i) the Executive's Salary at the rate in effect as of the Termination Date, as if his/her employment had continued uninterrupted until the earlier of: (a) three (3) consecutive months thereafter, or (b) the period until disability insurance benefits commence under any disability insurance coverage furnished by the Employer to the Executive; and
(ii) an amount equal to 100% of the Executive's Incentive Compensation, if any, payable for the Fiscal Year during which his/her disability occurs, prorated through the end of the calendar month during which such disability occurs.
(B) Additional Compensation Payable Following Death. In the event that the Executive's employment is terminated by reason of his/her death, the Employer shall pay to Executive's designated beneficiary or estate
(i) the Executive's Salary through the end of the calendar month in which his/her death occurs, and
(ii) an amount equal to 100% of the Executive's Incentive Compensation, if any, for the Fiscal Year during which his/her death occurs, prorated through the end of the calendar month during which his/her death occurs.
(C) Additional Compensation Payable Following Termination by the Employer, Pursuant to Any Manner Set Forth in Section 5.1 Other Than By Reason of Death, Disability or Cause, or By The Executive, Pursuant to Section 5.1(D). In the event that (i) the Executive's employment is terminated by (a) the Employer pursuant to any manner set forth in Section 5.1 other than by reason of death, disability or Cause; or (b) the Executive, pursuant to Section 5.1(D); and (ii) upon the Employer's request, the Executive executes a separation agreement and general release in a form mutually agreed to by the Executive and the Employer within a time frame reasonably required by the Employer on or after the Termination Date, the Employer shall pay the Executive on the first pay period following the Executive's termination:
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(i) a lump sum payment equal to the Executive's Salary at the rate in effect on his/her last day of employment, as if his/her employment had continued uninterrupted until the third (3rd) anniversary of the Termination Date, and
(ii) a lump sum payment equal to (x) 100% of the Incentive Compensation payable to the Executive for such fiscal year prorated through the Termination Date, plus (y) an amount equal to 300% of the average annual Incentive Compensation paid to the Executive during the three (3) most recent fiscal years that the Executive was employed by the Employer (or such shorter period as the Executive shall have been employed by the Employer.)
(D) No Other Benefits or Compensation. Except as may be provided under this Agreement, the Severance Agreement or the terms of any incentive compensation, employee benefit, long term compensation plan or fringe benefit plan applicable to the Executive as of the Termination Date, the Executive shall have no right to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after the Termination Date.
6. NON-DISCLOSURE COVENANT; EXECUTIVE INVENTIONS
6.1 Acknowledgements by the Executive
The Executive acknowledges that (a) during the Employment Period and as a part of his/her employment, the Executive will be afforded access to Confidential Information; (b) public disclosure of such Confidential Information could have an adverse effect on the Employer and its business; (c) because the Executive possesses substantial technical expertise and skill with respect to the Employer's business, the Employer desires to obtain exclusive ownership of each Executive Invention, and the Employer will be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of each Executive Invention; and (d) the provisions of this Section 6 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information and to provide the Employer with exclusive ownership of all Executive Inventions.
6.2 Agreements of the Executive
In consideration of the compensation and benefits to be paid or provided to the Executive by the Employer under this Agreement, the Executive covenants as follows:
(A) Confidentiality.
(i) During and following the Employment Period, the Executive will hold in confidence the Confidential Information and will not disclose it to any person except in the course of carrying out his/her duties as President and Chief Executive Officer of the Employer, with the specific prior written consent of the Employer or except as otherwise expressly permitted by the terms of this Agreement.
(ii) Any trade secrets of the Employer will be entitled to all of the protections and benefits under applicable law. If any information that the Employer deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret for purposes of this Agreement, such information will, nevertheless, be considered Confidential Information for purposes of this Agreement. The Executive hereby waives any requirement that the Employer submit proof of the economic value of any trade secret or post a bond or other security.
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(iii) None of the foregoing obligations and restrictions applies to any part of the Confidential Information that the Executive demonstrates was or became generally available to the public other than as a result of a wrongful disclosure by the Executive.
(iv) The Executive will not remove from the Employer's premises (except to the extent such removal is for purposes of the performance of the Executive's duties at home or while traveling, or except as otherwise specifically authorized by the Employer) any document, record, notebook, plan, model, component, device, or computer software or code, whether embodied in a disk, hard drive of any computer, email or other electronic transmission, or in any other form (collectively, the "Proprietary Items"). The Executive recognizes that, as between the Employer and the Executive, all of the Proprietary Items, whether or not developed by the Executive, are the exclusive property of the Employer. Upon termination of this Agreement by either party, or upon the request of the Employer during the Employment Period, the Executive will return to the Employer all of the Proprietary Items in the Executive's possession or subject to the Executive's control, and the Executive sha ll not retain any copies, abstracts, sketches, or other physical embodiment of any of the Proprietary Items.
(B) Executive Inventions. Each Executive Invention will belong exclusively to the Employer. The Executive acknowledges that all Executive Inventions are works made for hire and the property of the Employer, including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not Executive Inventions made for hire, the Executive hereby assigns to the Employer all of the Executive's right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Executive Inventions. The Executive covenants that he will promptly:
(i) assign to the Employer or to a party designated by the Employer, at the Employer's request and without additional compensation, all of the Executive's right to the Executive Invention for the United States and all foreign jurisdictions;
(ii) execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to apply for and obtain patents or other registrations with respect to any Executive Invention in the United States and any foreign jurisdictions;
(iii) sign all other papers necessary to carry out the above obligations; and
(iv) give testimony and render any other assistance but without expense to the Executive in support of the Employer's rights to any Executive Invention.
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6.3 Confidentiality of Information in Disputes or Controversies
The Executive recognizes that should a dispute or controversy arising from or relating to this Agreement be submitted for adjudication to any court, arbitration panel, or other third party, the preservation of the secrecy of Confidential Information may be jeopardized. All pleadings, documents, testimony, and records relating to any such adjudication will be maintained in secrecy and will be available for inspection by the Employer, the Executive, and their respective attorneys and experts, who will agree, in advance and in writing, to receive and maintain all such information in secrecy, except as may be limited by them in writing.
7. NON COMPETITION AND NON INTERFERENCE
7.1 Acknowledgements by the Executive
The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the Employer's business is national in scope and its products and services are marketed in certain states throughout the United States; (c) the Employer competes with other businesses that are or could be located in any part of the United States; and (d) the provisions of this Section 7 are reasonable and necessary to protect the Employer's business.
7.2 Covenants of the Executive
In consideration of the acknowledgments by the parties hereto and the promises and consideration set forth herein, the Executive covenants that the Executive will not, directly or indirectly:
(A) during the Employment Period, except in the course of the Executive's employment hereunder, and the Post Employment Period, as defined below, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend the Executive's name or any similar name to, lend Executive's credit to or render services or advice to, any direct competitor of the Employer in the retail electricity provider sector whose products or services directly compete with the products or services of the Employer in any state in which the Employer is engaged in business on the Termination Date; provided, however, that the Executive may purchase or otherwise acquire up to (but not more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of su ch enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934;
(B) whether for the Executive's own account or for the account of any other person, at any time during the Employment Period and the Post Employment Period, solicit business in the retail electricity provider sector, from any person that is a customer or prospective customer of the Employer, whether or not the Executive had personal contact with such person during and by reason of the Executive's employment with the Employer;
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(C) whether for the Executive's own account or the account of any other person (i) at any time during the Employment Period and the Post Employment Period, solicit, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee of the Employer at any time during the Employment Period or in any manner induce or attempt to induce any employee of the Employer to terminate his/her employment with the Employer; or (ii) at any time during the Employment Period and the Post Employment Period, interfere with the Employer's business relationship with any person, including any person who at any time during the Employment Period was an employee, contractor, supplier, or customer of the Employer; or
(D) at any time during the Employment Period or the Post Employment Period, publicly disparage the Employer or any of its shareholders, directors, officers, employees, or agents.
For purposes of this Section 7.2, the term "Post Employment Period" means the two (2) year period beginning on the Termination Date. The Executive and the Employer acknowledge that this Agreement simply supplements and does not amend or modify any terms or conditions in the Executive's "Non-Disclosure and Non-Solicitation Agreement with Strategic Energy, L.L.C." (Non-Disclosure and Non-Solicitation Agreement). The Non-Disclosure and Non-Solicitation Agreement is incorporated by reference herein as if fully stated herein.
If any covenant in this Section 7.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive.
The period of time applicable to any covenant in this Section 7.2 will be extended by the duration of any violation by the Executive of such covenant.
The Executive will, while the covenant under this Section 7.2 is in effect, give notice to the Employer, within ten (10) days after accepting any other employment, of the identity of the Executive's employer. The Employer may notify such employer that the Executive is bound by this Agreement and, at the Employer's election, furnish such employer with a copy of this Agreement or relevant portions thereof.
7.3 Covenants of the Employer and Great Plains Energy
In consideration of the acknowledgements by the parties hereto and the promises and consideration set forth herein, each of the Employer and Great Plains Energy covenant that it will not, directly or indirectly:
(A) at any time during the Employment Period or the Post Employment Period, publicly disparage the Executive.
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8. GENERAL PROVISIONS
8.1 Injunctive Relief and Additional Remedy
The Executive acknowledges that the injury that would be suffered by the Employer as a result of a breach of the provisions of this Agreement (including any provision of Sections 6 and 7) would be irreparable and that an award of monetary damages to the Employer for such a breach would be an inadequate remedy. Consequently, the Employer will have the right, in addition to any other rights it may have, to obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Agreement together with its costs and reasonable attorneys' fees, and the Employer will not be obligated to post bond or other security in seeking such relief. Without limiting the Employer's rights under this Section 8 or any other remedies of the Employer, if the Executive materially breaches any of the provisions of Section 6 or 7, the Employer will have the right to cease making any payments otherwise due to the Ex ecutive under this Agreement.
8.2 Covenants of Sections 6 and 7 Are Essential and Independent Covenants
The covenants by the Executive in Sections 6 and 7 are essential elements of this Agreement. The Employer and the Executive have had reasonable opportunity independently to consult their respective counsel concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by the Employer.
The Executive's covenants in Sections 6 and 7 are independent covenants and the existence of any claim by the Executive against the Employer under this Agreement or otherwise, or against the Buyer, will not excuse the Executive's breach of any covenant in Section 6 or 7.
If the Executive's employment hereunder expires or is terminated, this Agreement will continue in full force and effect as is necessary or appropriate to enforce the covenants and agreements of the Executive in Sections 6 and 7.
8.3 Representations and Warranties by the Executive
The Executive represents and warrants to the Employer that the execution and delivery by the Executive of this Agreement do not, and the performance by the Executive of the Executive's obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to the Executive; or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which the Executive is a party or by which the Executive is or may be bound.
8.4 Arbitration Of Disputes
Unless stated otherwise herein, the parties agree that arbitration shall be the sole and exclusive remedy to redress any dispute, claim or controversy involving the interpretation of this Agreement or the terms, conditions or termination of this Agreement or the terms, conditions or termination of Executive's employment with Employer. The parties intend that any arbitration award shall be final and binding and that a judgment on the award may be entered in any court of competent jurisdiction and enforcement may be had according to its terms. This paragraph shall survive the termination or expiration of this Agreement.
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(A) Arbitration shall be held in Pittsburgh, PA, and shall be conducted by a retired federal judge or other qualified arbitrator mutually agreed upon by the parties in accordance with the Voluntary Arbitration Rules of the American Arbitration Association then in effect. The parties shall have the right to conduct discovery pursuant the Federal Rules of Civil Procedure; provided, however, that the Arbitrator shall have the authority to establish an expedited discovery schedule and cutoff or otherwise resolve any discovery disputes. The Arbitrator shall not have jurisdiction or authority to change any provision of this Agreement by alterations of, additions to or subtractions from the terms hereof. The Arbitrator's sole authority in this regard shall be to interpret or apply the provision(s) of this Agreement. The Arbitrator shall be limited to awarding compensatory damages, including unpaid wages or benefits, but shall have no authorit y to award; punitive, exemplary or similar-type damages.
(B) Any claim or controversy not sought to be submitted to arbitration, in writing, within 120 days of when it arose shall be deemed waived and the moving party shall have no further right to seek arbitration or recovery with respect to such claim or controversy.
(C) The arbitrator shall be entitled to award expenses, including the costs of the proceeding and reasonable counsel fees.
(D) The parties hereby acknowledge that since arbitration is the exclusive remedy, neither party has the right to resort to any federal, state or local court or administrative agency concerning breaches of this Agreement, except as otherwise provided herein in paragraph 5, and that the decision of the Arbitrator shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court before any administrative agency with respect to any arbitrable claim or controversy.
(E) The parties hereby agree to split evenly all fees of the Arbitrator and the American Arbitration Association in connection with any arbitration demanded under this provision.
8.5 Waiver
The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by either party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of s uch party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement.
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8.6 Binding Effect; Delegation of Duties Prohibited
This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs, and legal representatives, including any entity with which the Employer may merge or consolidate. The rights and benefits of the Executive under this Agreement are personal to him/her and no such right or benefit shall be subject to voluntary or involuntary alienation, assignment or transfer; provided however, that nothing in this Section 8.6 shall preclude the Executive from designating a beneficiary or beneficiaries to receive any benefit payable upon his/her death.
8.7 Notices
All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile (with written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other parties):
If to Employer:
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Strategic Energy, L.L.C |
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Two Gateway Center |
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Pittsburgh, PA 15222 |
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Attention: General Counsel |
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Facsimile No.: 412-394-5618 |
With a copy to:
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Strategic Energy, L.L.C |
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Two Gateway Center |
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Pittsburgh, PA 15222 |
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Attention: Executive Vice President Human Resources |
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Facsimile No.: 412-394-6681 |
If to the Executive:
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Shahid J. Malik |
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Strategic Energy, L.L.C. |
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Two Gateway Center |
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Pittsburgh, PA 15222 |
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Telephone No.: 412-394-5601 |
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Facsimile No.: 412-394-6681 |
With a copy to:
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Richards Spears Kibbe & Orbe |
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1775 Eye Street, NW |
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Washington, DC 20006-2401 |
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Attention: Paul A. Leder, Esq. |
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Telephone No.: 202-261-2960 |
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Facsimile No.: 202-261-2999 |
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8.8 Entire Agreement; Amendments
Except as provided in Section 5 with respect to the Severance Agreement and Section 7.2 with respect to the Non-Solicitation and Non-Disclosure Agreement, this Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended orally, but only by an agreement in writing signed by the parties hereto
8.9 Governing Law
This Agreement will be governed by the laws of the Commonwealth of Pennsylvania without regard to conflicts of laws principles.
8.10 Jurisdiction
Any action or proceeding under Section 8.1 shall be brought in the courts of the Commonwealth of Pennsylvania, or if it has or can acquire jurisdiction, in the United States District Court for the Western District of Pennsylvania, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on either party anywhere in the world.
8.11 Section Headings, Construction
The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to "Section" or "Sections" refer to the corresponding Section or Sections of this Agreement unless otherwise specified. All words used in this Agreement will be construed to be of such gender or number, as the circumstances require. Unless otherwise expressly provided, the word "including" does not limit the preceding words or terms.
8.12 Severability
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
8.13 Counterparts and facsimile signatures
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The parties agree that for purposes of the execution of this Agreement, facsimile signatures shall constitute original signatures.
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EXECUTIVE IS HEREBY ADVISED THAT EXECUTIVE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO REVIEW THIS AGREEMENT AND TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT. ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date above first written above.
GREAT PLAINS ENERGY INCORPORATED: |
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EXECUTIVE: |
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By: /s/Michael J. Chesser |
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/s/Shahid J. Malik |
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Name: Michael J. Chesser |
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Title: Chief Executive Officer |
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Shahid J. Malik |
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(PRINT NAME) |
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STRATEGIC ENERGY L.L.C. |
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By: /s/Andrew J. Washburn |
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Name: Andrew J. Washburn |
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Title: Chief Financial Officer & |
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Interim President |
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Exhibit 10.1.q
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT (this "Agreement") is entered into as of the 10th day of November, 2004, by and among Great Plains Energy Incorporated, a Missouri corporation, ("Great Plains Energy"), Strategic Energy, L.L.C. a Delaware limited liability company, (the "Company") and Shahid J. Malik ("Executive").
W I T N E S S E T H
WHEREAS, Executive currently serves as a key employee of the Company and the services and knowledge of Executive are valuable to the Company in connection with the management of the Company's business; and
WHEREAS, Great Plains Energy and the Company have determined that it is in the best interests of the Company and its members to secure Executive's continued services and to ensure Executive's continued dedication and objectivity in the event of any threat or occurrence of, or negotiation or other action that could lead to, or create the possibility of, a Change in Control (as defined in Section 1) of any Parent Company (as defined in Section 1) or the Company, without concern as to whether Executive might be hindered or distracted by personal uncertainties and risks created by any such possible Change in Control, and to encourage Executive's full attention and dedication to the Company, Great Plains Energy and the Company have entered into this Agreement with Executive.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, Great Plains Energy, the Company and Executive hereby agree as follows:
1. Definitions.
For the purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1.
(a) "Beneficial Owner" - the same meaning set forth in Rule 13d-3 under the Exchange Act.
(b) "Board" - the Board of Directors of Great Plains Energy Incorporated.
(c) "Cause" - the occurrence of any of the following after the date hereof: (1) a material breach by Executive of those duties and responsibilities of Executive which do not differ in any material respect from the duties and responsibilities of Executive during the 90-day period immediately prior to a Change in Control (or, for purposes of Section 3(d), during the 90-day period immediately preceding a Potential Change in Control), other than as a result of incapacity due to physical or mental illness, which is demonstrably willful and deliberate on Executive's part, committed in bad faith or without reasonable belief that such breach is in the best interests of the Company, and is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach or (2) the commission by Executive of a felony involving moral turpitude.
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(d) "Change in Control" - the occurrence of one of the following events:
(1) With respect to the Company:
(A) Any Person is or becomes the Beneficial Owner, directly or indirectly, of membership interests in the Company (not including in the membership interests beneficially owned by such Person any membership interests acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing 50% or more of the combined voting power of the Company's then outstanding membership interests; or
(B) The members of the Company approve a merger or consolidation of the Company with any other entity or approve the issuance of voting interests of the Company in connection with a merger or consolidation of the Company, other than (i) a merger, consolidation, or reorganization of the Company with or involving any other entity, other than a merger, consolidation, or reorganization that would result in the voting interests in the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting interests in the surviving entity) at least 50% of the combined voting power of the voting interests of the Company (or such surviving entity) outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes t he Beneficial Owner, directly or indirectly, of voting interests of the Company (not including in the voting interests Beneficially Owned by such Person any voting interests acquired directly from the Company other than in connection with the acquisition by the Company of a business) representing 50% or more of either the combined voting power of the Company's then outstanding membership interests; or
(C) The members of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets.
Notwithstanding the foregoing, no "Change in Control" shall be deemed to have occurred with respect to the Company if there is consummated any transaction or series of integrated transactions immediately following which the holders of the membership interests of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.
(2) With respect to Great Plains Energy:
(A) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Great Plains Energy (not including in the securities beneficially owned by such Person any securities acquired directly from Great Plains Energy or its affiliates other than in connection with the acquisition by Great Plains Energy or its affiliates of a business) representing 20% or more of either the then outstanding shares of common stock of Great Plains Energy or the combined voting power of Great Plains Energy's then outstanding securities; or
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(B) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Great Plains Energy, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) whose appointment or election by the Board or nomination for election by Great Plains Energy's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved; or
(C) the stockholders of Great Plains Energy approve a merger or consolidation of Great Plains Energy with any other corporation or approve the issuance of voting securities of Great Plains Energy in connection with a merger or consolidation of Great Plains Energy (or any direct or indirect subsidiary of Great Plains Energy) pursuant to applicable stock exchange requirements, other than (i) a merger or consolidation which would result in the voting securities of Great Plains Energy outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of Great Energy Plains, at least 60% of the combined voting power of the voting securities of Great Plains Energ y or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of Great Plains Energy (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Great Plains Energy (not including in the securities Beneficially Owned by such Person any securities acquired directly from Great Plains Energy or its affiliates other than in connection with the acquisition by such Parent Company or its affiliates of a business) representing 20% or more of either the then outstanding shares of common stock of Great Plains Energy or the combined voting power of Great Plains Energy's then outstanding securities; or
(D) the stockholders of Great Plains Energy approve a plan of complete liquidation or dissolution of Great Plains Energy or an agreement for the sale or disposition by Great Plains Energy of all or substantially all of its assets, other than a sale or disposition by Great Plains Energy of all or substantially all of its assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of Great Plains Energy immediately prior to such sale.
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Notwithstanding the foregoing, no "Change in Control" shall be deemed to have occurred with respect to Great Plains Energy if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the common stock of Great Plains Energy immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of Great Plains Energy immediately following such transaction or series of transactions.
(e) "Date of Termination" - (1) the effective date on which Executive's employment by the Company terminates in accordance with this Agreement as specified in a prior written notice by the Company or Executive, as the case may be, to the other, delivered pursuant to Section 11, or (2) if Executive's employment by the Company terminates by reason of death, the date of death of Executive.
(f) "Exchange Act" - the Securities Exchange Act of 1934, as amended from time to time.
(g) "Good Reason" - without Executive's express written consent, the occurrence of any of the following events after a Change in Control (or after any Potential Change in Control under the circumstances described in Clause (2) of Section 3 (d) hereof (treating all references in this paragraph (g) to a "Change in Control" as references to a "Potential Change in Control")):
(1) any of (i) the assignment to Executive of any duties inconsistent in any material respect with Executive's position(s), duties, responsibilities or status with the Company immediately prior to such Change in Control, (ii) a change in Executive's reporting responsibilities, titles or offices with the Company as in effect immediately prior to such Change in Control, or (iii) any removal or involuntary termination of Executive from the Company otherwise than as expressly permitted by this Agreement or any failure to re-elect Executive to any position with the Company held by Executive immediately prior to such Change in Control;
(2) a reduction by the Company in Executive's rate of annual base salary as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter;
(3) any requirement of the Company that Executive (i) be based anywhere other than at the offices where the Executive is located at the time of the Change in Control, or (ii) travel on Company business to an extent substantially more burdensome than the travel obligations of Executive immediately prior to such Change in Control;
(4) the failure of any Parent Company, or the Company to (i) continue in effect any employee benefit plan or compensation plan in which Executive is participating immediately prior to such Change in Control, unless Executive is permitted to participate in other plans providing Executive with substantially comparable benefits, or the taking of any action by any Parent Company or the Company which would adversely affect Executive's participation in or materially reduce Executive's benefits under any such plan, (ii) provide Executive and Executive's dependents welfare benefits (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for Executive immedia tely prior to such Change in Control or, if more favorable to Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies, (iii) provide fringe benefits in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for Executive immediately prior to such Change in Control or, if more favorable to Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies, (iv) provide an office or offices of a size and with furnishings and other appointments, together with exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to Executive by the Company and its affiliated companies immediately prior to such Change in Control or, if more favorable to Executive, as provided generally at any time thereafter with respect to other pee r executives of the Company and its affiliated companies, (v) provide Executive with paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for Executive immediately prior to such Change in Control or, if more favorable to Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies, or (vi) reimburse Executive promptly for all reasonable employment expenses incurred by Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for Executive immediately prior to such Change in Control, or if more favorable to Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; or
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(5) the failure of the Company to obtain the assumption agreement from any successor as contemplated in Section 10(b).
For purposes of this Agreement, any good faith determination of Good Reason made by Executive shall be conclusive; provided, however, that an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company promptly after receipt of notice thereof given by Executive shall not constitute Good Reason.
(h) "Nonqualifying Termination" - a termination of Executive's employment (1) by the Company for Cause, (2) by Executive for any reason other than a Good Reason, (3) as a result of Executive's death, or (4) by the Company due to Executive's absence from Executive's duties with the Company on a full-time basis for at least 180 consecutive days as a result of Executive's incapacity due to physical or mental illness; provided, however, that a termination of Executive's employment for any reason whatsoever during the "Window Period" (hereinafter defined) shall not constitute a Nonqualifying Termination.
(i) "Parent Company" - Great Plains Energy or any other company which is a direct or indirect parent company of the Company.
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(j) "Person" - has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (1) Great Plains Energy, or any other Parent Company, (2) a trustee or other fiduciary holding securities under an employee benefit plan of Great Plains Energy or any of its subsidiaries, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) a corporation owned, directly or indirectly, by the stockholders of Great Plains Energy or any other Parent Company in substantially the same proportions as their ownership of stock of Great Plains Energy or such Parent Company.
(k) "Potential Change in Control" - the occurrence of one of the following events:
(1) With respect to the Company:
(A) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;
(B) The Company, or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control;
(C) Any Person becomes the Beneficial Owner, directly or indirectly, of voting interests of the Company representing 10% or more of the combined voting power of the Company's then outstanding voting interests; or
(D) the members of the Company adopt a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.
(2) With respect to any Parent Company:
(A) Any Parent Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; or
(B) Any Parent Company or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control; or
(C) Any Person becomes the Beneficial Owner, directly or indirectly, of securities of any Parent Company representing 10% or more of either the then outstanding shares of common stock of such Parent Company or the combined voting power of such Parent Company's then outstanding securities; or
(D) the Board of Directors of any Parent Company adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.
(l) "Termination Period" - the period of time beginning with a Change in Control (or, if later, beginning with the consummation of the transaction, the approval of which by the Company's members constitutes a Change in Control under Section 1(d)(1)(B) or (C), or the approval of which by any Parent Company's stockholders constitutes a Change in Control under Section 1(d)(2)(C) or (D) hereof) and ending on the earliest to occur of (1) Executive's 70th birthday, (2) Executive's death, and (3) three (3) years following such Change in Control (or, if later, three (3) years following the consummation of the transaction, the approval of which by the Company's members constitutes a Change in Control under Section 1(d)(1)(B) or (C), or the approval of which by any Parent Company's stockholders constitutes a Change in Control under Section 1(d)(2)(C) or (D) hereof).
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(m) "Window Period" - the thirty (30) day period commencing one year after the date of a Change in Control, or, if later, the thirty (30) day period commencing one year after the consummation of the transaction, the approval of which by the Company's members constitutes a Change in Control under Section 1(d)(1)(B) or (C), or the approval of which by any Parent Company's stockholders constitutes a Change in Control under Section 1(d)(2)(C) or (D) hereof).
2. Obligations of Executive.
(a) Executive agrees that in the event any person or group attempts a Change in Control, he shall not voluntarily leave the employ of the Company without Good Reason (1) until such attempted Change in Control terminates, or (2) if a Change in Control shall occur, until ninety (90) days following such Change in Control (or, if later, until the consummation of the transaction, the approval of which by the Company's members constitutes a Change in Control under Section 1(d)(1)(B) or (C), or the approval of which by any Parent Company's stockholders constitutes a Change in Control under Section 1(d)(2)(C) or (D) hereof). For purposes of the foregoing subsection (1), Good Reason shall be determined as if a Change in Control had occurred when such attempted Change in Control became known to the members of the Company.
(b) Executive acknowledges and agrees that (1) trade secrets concerning the business and affairs of the Company, product specifications, data, know how, formulae, algorithms, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current, and planned research and development, current and planned manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures, and architectures; (2) information concerning the business and affairs of the Company (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials); and (3) notes, analysis, compilations, studies, summaries, and other material prepared by or for the Company containing or based, in whole or in part, or any information included in the foregoing, whether reduced to writing or not ("Confidential Material"), are confidential and are the sole property of the Company provided, however, that the Confidential Material shall not include any of the foregoing items which has become publicly known and made generally available through no wrongful act of Executive or others who were under confidentiality obligations as to the item or items involved. Executive agrees that Executive will not disclose any Confidential Material to any person or entity, either during or subsequent to Executive's employment by the Company, nor will Executive use any Confidential Material, except in the regular course of Executive's employment by the Company, without the Company's written consent. Executive agrees not to make use of the Confidential Material, except on behalf of the Company. Upon termination of Executive's employment, Executive agrees to surrender all Confidential Material and any copies thereof as may be in possession or under control of Executive.
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3. Payments Upon Termination of Employment.
(a) If during the Termination Period the employment of Executive shall terminate, other than by reason of a Nonqualifying Termination, then the Company shall pay to Executive (or Executive's beneficiary or estate) within thirty (30) days following the Date of Termination, as compensation for services rendered to the Company:
(1) a cash amount equal to the sum of (i) Executive's full annual base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, (ii) a bonus in an amount at least equal to the average annualized incentive compensation awards paid or payable pursuant to any annual incentive compensation plan, including by reason of any deferral, to Executive by the Company and its affiliated companies during the five fiscal years of the Company (or if Executive shall have performed services for the Company and its affiliated companies for four (4) fiscal years or less, the years during which Executive performed services) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, to the extent not theretofore paid, (iii) any amount credited to Executive under any defined contribution nonqualified deferred compensation plan sponsored by any Parent Company or the Company, and any other compensation previously deferred by Executive (together with any interest and earnings thereon), in each case to the extent not theretofore paid, and (iv) any accrued unpaid vacation pay;
(2) a lump-sum cash amount in an amount equal to (i) three (3) times Executive's highest annual base salary from the Company and its affiliated companies in effect during the twelve (12) month period prior to the Date of Termination, plus (ii) three (3) times Executive's average annualized incentive compensation awards, paid or payable, including by reason of any deferral, to Executive by the Company and its affiliated companies during the five (5) fiscal years of the Company (or if Executive shall have performed services for the Company and its affiliated companies for four fiscal years or less, the years during which Executive performed services) immediately preceding the fiscal year in which the Change in Control occurs; provided, however, that in the event there are fewer than twenty-four (24) whole months remaining from the Date of Termination to the date of Executive's 70th birthday, the amount calculate d in accordance with this Section 3(a)(2) shall be reduced by multiplying such amount by a fraction the numerator of which is the number of months, including a partial month (with a partial month being expressed as a fraction the numerator of which is the number of days remaining in such month and the denominator of which is the number of days in such month), so remaining and the denominator of which is twenty-four (24) months; provided further, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance pay to be received by Executive upon termination of employment of Executive under any severance plan, policy or arrangement of the Company.
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(b) In addition to the payments to be made pursuant to paragraph (a) of this Section 3, the Company will pay Executive the following additional compensation and benefits
(1) For a period of three (3) years commencing on the Date of Termination, the Company shall continue to keep in full force and effect all medical, accident, disability and life insurance plans with respect to Executive and Executive's dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such plans shall have been in effect immediately prior to the Date of Termination. Notwithstanding the foregoing sentence, if any of the medical, accident, disability or life insurance plans then in effect generally with respect to other peer executives of the Company and its affiliated companies would be more favorable to Executive, such plan coverage shall be substituted for the analogous plan coverage provided to Executive immediately prior to the Date of Termination, and the Company and Executive shall share the costs of such plan coverage in the same proportion as such costs were shared immediately prior to the Date of Termination. The obligation of the Company to continue coverage of Executive and Executive's dependents under such plans shall cease at such time as Executive and Executive's dependents obtain comparable coverage under another plan, including a plan maintained by a new employer. Execution of this Agreement by Executive shall not be considered a waiver of any rights or entitlements Executive and Executive's dependents may have under applicable law to continuation of coverage under the group health plan maintained by the Company or its affiliated companies.
(2) Company and Parent Company agree to amend this provision to include severance payments related to any deferred compensation after a Deferred Compensation Plan is defined for Executive. The failure to amend this provision in no way negates or any other provision of this Agreement which will remain in full force and effect.
(c) If during the Termination Period the employment of Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to Executive within thirty (30) days following the Date of Termination, a cash amount equal to the sum of (1) Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.
(d) Notwithstanding the foregoing or anything to the contrary herein, the Executive's employment shall also be deemed to have been terminated within the Termination Period other than by reason of a Nonqualifying Termination if:
(1) the Executive's employment is terminated without Cause prior to a Change in Control (or, if later, prior to the consummation of the transaction, the approval of which by the Company's members constitutes a Change in Control under Section 1(d)(1)(B) or (C), or the approval of which by any Parent Company's stockholders constitutes a Change in Control under Section 1(d)(2)(C) or (D) hereof) and such termination was at the request or direction of a Person who has entered into an agreement with the Company or Parent Company the consummation of which or the approval of which by the Company's members or Parent Company's stockholders would constitute a Change in Control;
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(2) the Executive terminates his employment with Good Reason prior to a Change of Control (or, if later, prior to the consummation of the transaction, the approval of which by the Company's members constitutes a Change in Control under Section 1(d)(1)(B) or (C), or the approval of which by any Parent Company's stockholders constitutes a Change in Control under Section 1(d)(2)(C) or (D) hereof) and the circumstance or event which constitutes Good Reason occurs at the request, direction or in consideration of a Person who has entered into an agreement with the Company or Parent Company the consummation of which or the approval of which by the Company's members or Parent Company's stockholders would constitute a Change in Control; or
(3) the Executive's employment is terminated without Cause prior to a Change in Control (or, if later, prior to the consummation of the transaction, the approval of which by the Company's members constitutes a Change in Control under Section 1(d)(1)(B) or (C), or the approval of which by any Parent Company's stockholders constitutes a Change in Control under Section 1(d)(2)(C) or (D) hereof) and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs.
4. Certain Additional Payments by the Company.
(a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company or its affiliated companies to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Company shall pay to Executive an additional payment (a "Gross-Up Payment") in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxe s), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
(b) Subject to the provisions of Section 4(c), all determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company's public accounting firm (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting F irm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the Company to Executive within five (5) days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.
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(c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:
(1) give the Company any information reasonably requested by the Company relating to such claim;
(2) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company;
(3) cooperate with the Company in good faith in order effectively to contest such claim; and
(4) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to Executive on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to wh ich a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.
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(d) If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 4(c), Executive becomes entitled to receive, and receives, any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 4(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent ther eof, the amount of Gross-Up Payment required to be paid.
5. Withholding Taxes.
The Company may withhold from all payments due to Executive (or Executive's beneficiary or estate) hereunder all taxes which, by applicable federal, state, local or other law, the Company is required to withhold therefrom.
6. Reimbursement of Expenses.
If any contest or dispute shall arise under this Agreement involving termination of Executive's employment with the Company or involving the failure or refusal of the Company to perform fully in accordance with the terms hereof, the Company shall reimburse Executive, on a current basis, for all legal fees and expenses, if any, incurred by Executive in connection with such contest or dispute, together with interest at a rate equal to the rate of interest published in the Wall Street Journal under the caption "Money Rates" as the prime rate, but in no event higher than the maximum legal rate permissible under applicable law, such interest to accrue from the date the Company receives Executive's statement for such fees and expenses through the date of payment thereof; provided, however, that in the event the resolution of any such contest or dispute includes a finding denying, in total, Executive's claims in such contest or dispute, Executive shal l be required to reimburse the Company, over a period of twelve (12) months from the date of such resolution, for all sums advanced to Executive pursuant to this Section 6.
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7. Operative Event.
Except as provided in Section 3(d), but notwithstanding any other provision herein to the contrary, no amounts shall be payable hereunder unless and until there is a Change in Control at a time when Executive is employed by the Company.
8. Termination of Agreement.
(a) This Agreement shall be effective on the date hereof and shall continue until terminated by the Company as provided in paragraph (b) of this Section 8; provided, however, that this Agreement shall terminate in any event upon the first to occur of (1) Executive's 70th birthday, (2) Executive's death, or (3) except as provided in Section 3(d) hereof, termination of Executive's employment with the Company prior to a Change in Control.
(b) The Company shall have the right, prior to a Change in Control, in its sole discretion, pursuant to action by the Board, to terminate this Agreement, which termination shall not become effective until the date fixed by the Board for such termination, which date shall be at least 120 days after notice thereof is given by the Company to Executive in accordance with Section 11; provided, however, that no such action shall be taken by the Board during any period of time when the Board has knowledge that any person has taken steps reasonably calculated to effect a Change in Control until, in the opinion of the Board, such person has abandoned or terminated its efforts to effect a Change in Control; and provided further, that in no event shall this Agreement be terminated in the event of a Change in Control.
9. Scope of Agreement.
Nothing in this Agreement shall be deemed to entitle Executive to continued employment with the Company and its subsidiaries, and except as provided in Section 3(d) hereof, if Executive's employment with the Company shall terminate prior to a Change in Control, then Executive shall have no further rights under this Agreement; provided, however, that any termination of Executive's employment following a Change in Control (or as described in Section 3(d)) shall be subject to all of the provisions of this Agreement.
10. Successors; Binding Agreement.
(a) This Agreement shall not be terminated by any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.
(b) The Company agrees that concurrently with any merger, consolidation or transfer of assets referred to in paragraph (a) of this Section 10, it will cause any successor or transferee unconditionally to assume, by written instrument delivered to Executive (or Executive's beneficiary or estate), all of the obligations of the Company hereunder. Failure of the Company to obtain such assumption prior to the effectiveness of any such merger, consolidation or transfer of assets shall be a breach of this Agreement and shall entitle Executive to compensation and other benefits from the Company in the same amount and on the same terms as Executive would be entitled hereunder if Executive's employment were terminated following a Change in Control other than by reason of a Nonqualifying Termination. For purposes of implementing the foregoing, the date on which any such merger, consolidation or transfer becomes effective shall be deemed the Date of Termination.
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(c) This Agreement shall inure to the benefit of and be enforceable by Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive shall die while any amounts would be payable to Executive hereunder had Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by Executive to receive such amounts or, if no person is so appointed, to Executive's estate.
11. Notice.
(a) For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or five days after deposit in the United States mail, certified and return receipt requested, postage prepaid, addressed (1) if to the Executive, to Shahid J. Malik, Strategic Energy, L.L.C., Two Gateway Center, Pittsburgh, Pennsylvania 15222 and if to the Company, to Strategic Energy L.L.C., Two Gateway Center, Pittsburgh, Pennsylvania 15222, Attention: General Counsel, or (2) to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
(b) A written notice of Executive's Date of Termination by the Company or Executive, as the case may be, to the other, shall (1) indicate the specific termination provision in this Agreement relied upon, (2) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated, and (3) specify the termination date (which date shall be not less than fifteen (15) days after the giving of such notice). The failure by Executive or the Company to set forth in such notice any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company hereunder or preclude Executive or the Company from asserting such fact or circumstance in enforcing Executive's or the Company's rights hereunder.
12. Full Settlement; Resolution of Disputes.
(a) The Company's obligation to make any payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Executive or others. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and, such amounts shall not be reduced whether or not Executive obtains other employment.
(b) If there shall be any dispute between the Company and Executive in the event of any termination of Executive's employment, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was for Cause, that the determination by Executive of the existence of Good Reason was not made in good faith, or that the Company is not otherwise obligated to pay any amount or provide any benefit to Executive and Executive's dependents or other beneficiaries, as the case may be, under paragraphs (a) and (b) of Section 3, the Company shall pay all amounts, and provide all benefits, to Executive and Executive's dependents or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to paragraphs (a) and (b) of Section 3 as though such termination were by the Company without Cause or by Executive with Good Reason; provid ed, however, that the Company shall not be required to pay any disputed amounts pursuant to this paragraph except upon receipt of an undertaking by or on behalf of Executive to repay all such amounts to which Executive is ultimately adjudged by such court not to be entitled.
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13. Employment with Subsidiaries.
Employment with the Company for purposes of this Agreement shall include employment with any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities of such corporation or other entity entitled to vote generally in the election of directors.
14. Governing Law; Validity.
The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which other provisions shall remain in full force and effect.
15. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.
16. Miscellaneous.
No provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by Executive and by a duly authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Failure by Executive or the Company to insist upon strict compliance with any provision of this Agreement or to assert any right Executive or the Company may have hereunder, including, without limitation, the right of Executive to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. The rights and benefits payable hereunder are in addition to any rights of , or benefits payable to, Executive, Executive's estate or Executive's beneficiaries under any other employee benefit plan or compensation program of the Company, excluding any other severance plan, policy or arrangement of the Company.
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17. Guarantee of Payment.
Great Plains Energy hereby guarantees to Executive, the payment of any and all amounts that may be due Executive under this Agreement, and the performance and discharge of all other obligations of the Company under this Agreement after written demand has been delivered to the Company and the Company has refused to so pay or perform; provided, however, that Great Plains Energy's obligation to perform hereunder is subject to all the conditions to the obligations of the Company to pay or perform under this Agreement and any rights of non-payment or non-performance that the Company may have (other than bankruptcy or insolvency).
IN WITNESS WHEREOF, the Great Plains Energy and the Company each has caused this Severance Agreement to be executed by a duly authorized officer and Executive has executed this Agreement as of the day and year first above written.
GREAT PLAINS ENERGY INCORPORATED |
EXECUTIVE |
STRATEGIC ENERGY, L.L.C. |
|
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Exhibit 10.1.s
CREDIT AGREEMENT
Dated as of December 15, 2004
among
GREAT PLAINS ENERGY INCORPORATED,
CERTAIN LENDERS,
BANK OF AMERICA, N.A.,
as Syndication Agent,
and
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
BANC OF AMERICA SECURITIES LLC
and
J.P. MORGAN SECURITIES, INC.
Joint Lead Arrangers and Joint Book Runners
TABLE OF CONTENTS
ARTICLE I |
|
DEFINITIONS |
|
1 |
|
1.1 |
|
Definitions |
|
1 |
|
1.2 |
|
Accounting Principles |
|
12 |
|
1.3 |
|
Letter of Credit Amounts |
|
13 |
|
ARTICLE II |
|
THE CREDITS |
|
13 |
|
2.1 |
|
Commitment |
|
13 |
|
2.2 |
|
Required Payments; Termination |
|
13 |
|
2.3 |
|
Ratable Loans |
|
13 |
|
2.4 |
|
Types of Advances; Minimum Amount |
|
13 |
|
2.5 |
|
Facility Fee; Utilization Fee |
|
14 |
|
2.6 |
|
Changes in Aggregate Commitment |
|
14 |
|
2.7 |
|
Optional Prepayments |
|
14 |
|
2.8 |
|
Method of Selecting Types and Interest Periods for New Advances |
|
15 |
|
2.9 |
|
Conversion and Continuation of Outstanding Advances |
|
15 |
|
2.10 |
|
Changes in Interest Rate, etc. |
|
16 |
|
2.11 |
|
Rates Applicable After Default |
|
16 |
|
2.12 |
|
Method of Payment |
|
16 |
|
2.13 |
|
Noteless Agreement; Evidence of Indebtedness |
|
17 |
|
2.14 |
|
Telephonic Notices |
|
17 |
|
2.15 |
|
Interest Payment Dates; Interest and Fee Basis |
|
18 |
|
2.16 |
|
Notification of Advances, Interest Rates, Prepayments and Commitment Reductions |
|
18 |
|
2.17 |
|
Lending Installations |
|
18 |
|
2.18 |
|
Non-Receipt of Funds by the Administrative Agent |
|
18 |
|
2.19 |
|
Letters of Credit |
|
19 |
|
ARTICLE III |
|
YIELD PROTECTION; TAXES |
|
23 |
|
3.1 |
|
Yield Protection |
|
23 |
|
3.2 |
|
Changes in Capital Adequacy Regulations |
|
24 |
|
3.3 |
|
Availability of Types of Advances |
|
24 |
|
3.4 |
|
Funding Indemnification |
|
24 |
|
3.5 |
|
Taxes |
|
25 |
|
3.6 |
|
Lender Statements; Survival of Indemnity |
|
26 |
|
ARTICLE IV |
|
CONDITIONS PRECEDENT |
|
27 |
|
4.1 |
|
Initial Credit Extension |
|
27 |
|
4.2 |
|
Each Credit Extension |
|
28 |
|
ARTICLE V |
|
REPRESENTATIONS AND WARRANTIES |
|
29 |
|
5.1 |
|
Existence and Standing |
|
29 |
|
5.2 |
|
Authorization and Validity |
|
29 |
|
5.3 |
|
No Conflict; Government Consent |
|
29 |
|
5.4 |
|
Financial Statements |
|
30 |
|
5.5 |
|
Material Adverse Change |
|
30 |
|
5.6 |
|
Taxes |
|
30 |
|
5.7 |
|
Litigation; etc. |
|
30 |
|
5.8 |
|
ERISA |
|
30 |
|
5.9 |
|
Accuracy of Information |
|
30 |
|
5.10 |
|
Regulation U |
|
31 |
|
5.11 |
|
Material Agreements |
|
31 |
|
5.12 |
|
Compliance With Laws |
|
31 |
|
5.13 |
|
Ownership of Properties |
|
31 |
|
5.14 |
|
Plan Assets; Prohibited Transactions |
|
31 |
|
5.15 |
|
Environmental Matters |
|
31 |
|
5.16 |
|
Investment Company Act |
|
31 |
|
5.17 |
|
Public Utility Holding Company Act |
|
31 |
|
5.18 |
|
Pari Passu Indebtedness |
|
32 |
|
5.19 |
|
Solvency |
|
32 |
|
ARTICLE VI |
|
COVENANTS |
|
32 |
|
6.1 |
|
Financial Reporting |
|
32 |
|
6.2 |
|
Permits, Etc. |
|
33 |
|
6.3 |
|
Use of Proceeds |
|
33 |
|
6.4 |
|
Notice of Default |
|
34 |
|
6.5 |
|
Conduct of Business |
|
34 |
|
6.6 |
|
Taxes |
|
34 |
|
6.7 |
|
Insurance |
|
34 |
|
6.8 |
|
Compliance with Laws |
|
34 |
|
6.9 |
|
Maintenance of Properties; Books of Record |
|
34 |
|
6.10 |
|
Inspection |
|
35 |
|
6.11 |
|
Consolidations, Mergers and Sale of Assets |
|
35 |
|
6.12 |
|
Liens |
|
36 |
|
6.13 |
|
Affiliates |
|
38 |
|
6.14 |
|
ERISA |
|
38 |
|
6.15 |
|
Total Indebtedness to Total Capitalization |
|
39 |
|
6.16 |
|
Restrictions on Subsidiary Dividends |
|
39 |
|
ARTICLE VII |
|
DEFAULTS |
|
39 |
|
ARTICLE VIII |
|
ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES |
|
41 |
|
8.1 |
|
Acceleration; Letter of Credit Account |
|
41 |
|
8.2 |
|
Amendments |
|
42 |
|
8.3 |
|
Preservation of Rights |
|
43 |
|
ARTICLE IX |
|
GENERAL PROVISIONS |
|
43 |
|
9.1 |
|
Survival of Representations |
|
43 |
|
9.2 |
|
Governmental Regulation |
|
43 |
|
9.3 |
|
Headings |
|
43 |
|
9.4 |
|
Entire Agreement |
|
43 |
|
9.5 |
|
Several Obligations; Benefits of this Agreement |
|
43 |
|
9.6 |
|
Expenses; Indemnification |
|
43 |
|
9.7 |
|
Numbers of Documents |
|
44 |
|
9.8 |
|
Accounting |
|
44 |
|
9.9 |
|
Severability of Provisions |
|
44 |
|
9.10 |
|
Nonliability of Lenders |
|
44 |
|
9.11 |
|
Limited Disclosure |
|
45 |
|
9.12 |
|
USA PATRIOT ACT NOTIFICATION |
|
45 |
|
9.13 |
|
Nonreliance |
|
45 |
|
ARTICLE X |
|
THE ADMINISTRATIVE AGENT |
|
46 |
|
10.1 |
|
Appointment; Nature of Relationship |
|
46 |
|
10.2 |
|
Powers |
|
46 |
|
10.3 |
|
General Immunity |
|
46 |
|
10.4 |
|
No Responsibility for Loans, Recitals, etc. |
|
46 |
|
10.5 |
|
Action on Instructions of Lenders |
|
47 |
|
10.6 |
|
Employment of Agents and Counsel |
|
47 |
|
10.7 |
|
Reliance on Documents; Counsel |
|
47 |
|
10.8 |
|
Administrative Agent's Reimbursement and Indemnification |
|
47 |
|
10.9 |
|
Notice of Default |
|
48 |
|
10.10 |
|
Rights as a Lender |
|
48 |
|
10.11 |
|
Lender Credit Decision |
|
48 |
|
10.12 |
|
Successor Administrative Agent |
|
49 |
|
10.13 |
|
Administrative Agent's and Arrangers' Fees |
|
49 |
|
10.14 |
|
Delegation to Affiliates |
|
49 |
|
ARTICLE XI |
|
SETOFF; RATABLE PAYMENTS |
|
50 |
|
11.1 |
|
Setoff |
|
50 |
|
11.2 |
|
Ratable Payments |
|
50 |
|
ARTICLE XII |
|
BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS |
|
50 |
|
12.1 |
|
Successors and Assigns |
|
50 |
|
12.2 |
|
Participations |
|
51 |
|
|
|
12.2.1 |
Permitted Participants; Effect |
|
51 |
|
|
12.2.2 |
Voting Rights |
|
51 |
|
|
12.2.3 |
Benefit of Setoff |
|
51 |
12.3 |
|
Assignments |
|
51 |
|
|
|
12.3.1 |
Permitted Assignments |
|
52 |
|
|
12.3.2 |
Effect of Assignment; Effective Date |
|
52 |
|
|
12.3.3 |
Resignation as Issuer |
|
52 |
12.4 |
|
Dissemination of Information |
|
53 |
|
12.5 |
|
Tax Treatment |
|
53 |
|
ARTICLE XIII |
|
NOTICES |
|
53 |
|
13.1 |
|
Notices |
|
53 |
|
13.2 |
|
Change of Address |
|
53 |
|
ARTICLE XIV |
|
COUNTERPARTS |
|
54 |
|
ARTICLE XV |
|
OTHER AGENTS |
|
54 |
|
ARTICLE XVI |
|
CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL |
|
54 |
|
16.1 |
|
CHOICE OF LAW |
|
54 |
|
16.2 |
|
CONSENT TO JURISDICTION |
|
54 |
|
16.3 |
|
WAIVER OF JURY TRIAL |
|
55 |
|
ARTICLE XVII |
|
TERMINATION OF EXISTING CREDIT FACILITIES |
|
55 |
CREDIT AGREEMENT
This Credit Agreement dated as of December 15, 2004 is among Great Plains Energy Incorporated, a Missouri corporation, the Lenders, Bank of America, N.A., as Syndication Agent, The Bank of Tokyo-Mitsubishi, Ltd., Wachovia Bank, National Association and BNP Paribas, as Co-Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent. The parties hereto agree as follows:
"Administrative Agent" means JPMorgan in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article X.
"Advance" means a borrowing hereunder (or conversion or continuation thereof) consisting of the aggregate amount of the several Loans made on the same Borrowing Date (or date of conversion or continuation) by the Lenders to the Borrower of the same Type and, in the case of Eurodollar Advances, for the same Interest Period.
"Affiliate" of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or by contract or otherwise.
"Agents" means, collectively, the Administrative Agent and the Syndication Agent, and "Agent" means either of them.
"Aggregate Commitment" means the aggregate of the Commitments of all Lenders, as changed from time to time pursuant to the terms hereof.
"Aggregate Outstanding Credit Exposure" means, at any time, the aggregate of the Outstanding Credit Exposure of all Lenders.
"Agreement" means this credit agreement, as it may be amended or modified and in effect from time to time.
"Alternate Base Rate" means, for any day, a rate of interest per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of the Federal Funds Effective Rate for such day plus 1/2% per annum.
"Applicable Margin" means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule.
"Approved Fund" means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
"Arrangers" means J.P. Morgan Securities, Inc. and Banc of America Securities LLC, and "Arranger" means either of them.
"Article" means an article of this Agreement unless another document is specifically referenced.
"Assignment Agreement" means an assignment agreement substantially in the form of Exhibit C.
"Attributable Indebtedness" means, on any date, (i) in respect of any Capitalized Lease Obligation of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (ii) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capitalized Lease.
"Authorized Officer" means any of the President, any Vice President, the chief financial officer or the Treasurer of the Borrower, in each case acting singly.
"Borrower" means Great Plains Energy Incorporated, a Missouri corporation, and its permitted successors and assigns.
"Borrowing Date" means a date on which an Advance is made hereunder.
"Borrowing Notice" is defined in Section 2.8.
"Business Day" means (i) with respect to any borrowing, payment or rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago and New York City for the conduct of substantially all of their commercial lending activities and on which dealings in United States dollars are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago and New York City for the conduct of substantially all of their commercial lending activities.
"Capitalized Lease" of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.
"Capitalized Lease Obligations" of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with GAAP.
"Change of Control" means an event or series of events by which:
(i) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of the Borrower or its Subsidiaries, or any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of 33 1/3% or more of the equity interests of the Borrower; or
(ii) during any period of 12 consecutive months (or such lesser period of time as shall have elapsed since the formation of the Borrower), a majority of the members of the board of directors or other equivalent governing body of the Borrower ceases to be composed of individuals (x) who were members of that board or equivalent governing body on the first day of such period, (y) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (x) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (z) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (x) and (y) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.
"Code" means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.
"Commitment" means, for each Lender, the obligation of such Lender to make Loans and to participate in Letters of Credit in an aggregate amount not exceeding the amount set forth on Schedule I hereto or as set forth in any Assignment Agreement relating to any assignment that has become effective pursuant to Section 12.3.2, as such amount may be modified from time to time pursuant to the terms hereof.
"Consolidated Net Income" means, for any period, for the Borrower and its Consolidated Subsidiaries, the net income of the Borrower and its Consolidated Subsidiaries from continuing operations, excluding extraordinary items for that period.
"Consolidated Subsidiaries" means all Subsidiaries of the Borrower that are (or should be) included when preparing the consolidated financial statements of the Borrower.
"Consolidated Tangible Net Worth" means, as of any date of determination, for the Borrower and its Consolidated Subsidiaries, Shareholders' Equity of the Borrower and its Consolidated Subsidiaries on that date minus the Intangible Assets of the Borrower and its Consolidated Subsidiaries on that date.
"Contingent Obligation" of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss.
"Controlled Group" means all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code.
"Conversion/Continuation Notice" is defined in Section 2.9.
"Credit Extension" means the making of an Advance or the issuance of a Letter of Credit.
"Default" means an event described in Article VII.
"Environmental Laws" means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to (i) the protection of the environment, (ii) the effect of the environment on human health, (iii) emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastes into surface water, ground water or land, or (iv) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the clean-up or other remediation thereof.
"Equity-Linked Securities" means (i) all securities issued by the Borrower or any Subsidiary that contain two distinct components: (a) medium-term debt and (b) a forward contract for the issuance of common stock of the Borrower or such Subsidiary prior to the maturity of, and in an amount not less than, such debt, including the securities commonly referred to by the tradenames "FELINE PRIDES", "PEPS", "HITS" and "DECS" and generally referred to as "equity units"; provided that such securities shall not contain any provision permitting them to be put to the Borrower or any Subsidiary prior to the settlement of the related purchase contract and (ii) all other securities issued by the Borrower or any Subsidiary that are similar to those described in clause (i).
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.
"Eurodollar Advance" means an Advance which bears interest at the applicable Eurodollar Rate.
"Eurodollar Base Rate" means, with respect to a Eurodollar Advance for the relevant Interest Period, the applicable British Bankers' Association Interest Settlement Rate for deposits in U.S. dollars as reported by any generally recognized financial information service as of 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period; provided that if no such British Bankers' Association Interest Settlement Rate is available to the Administrative Agent, the applicable Eurodollar Base Rate for the relevant Interest Period shall instead be the rate determined by the Administrative Agent to be the rate at which JPMorgan or one of its Affiliate banks offers to place deposits in U.S. dollars with first-class banks in the London interbank market at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, in the approximate amount of JP Morgan's relevant Eurodollar Loan and having a maturity equal to such Interest Period.
"Eurodollar Loan" means a Loan which bears interest at the applicable Eurodollar Rate.
"Eurodollar Rate" means, with respect to a Eurodollar Advance or Eurodollar Loan for the relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base Rate applicable to such Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus (ii) the Applicable Margin. The Eurodollar Rate shall be rounded to the next higher multiple of 1/16 of 1% if the rate is not such a multiple.
"Excluded Taxes" means, in the case of each Lender or applicable Lending Installation and the Administrative Agent, taxes imposed on its overall net income, and franchise taxes imposed on it, by (i) the jurisdiction under the laws of which such Lender or the Administrative Agent is incorporated or organized or (ii) the jurisdiction in which the Administrative Agent's or such Lender's principal executive office or such Lender's applicable Lending Installation is located.
"Exhibit" refers to an exhibit to this Agreement, unless another document is specifically referenced.
"Existing Credit Facilities" means the 364-Day Credit Agreement and the Three-Year Credit Agreement, each dated as of March 5, 2004 among the Borrower, various financial institutions and JPMorgan (as successor to Bank One, NA), as administrative agent.
"Facility Fee Rate" means, at any time, the percentage rate per annum at which facility fees are accruing at such time as set forth in the Pricing Schedule.
"Facility Termination Date" means December 15, 2009 or any earlier date on which the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.
"Federal Funds Effective Rate" means, for any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 11:00 a.m. (New York City time) on such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent in its sole discretion.
"Floating Rate" means, for any day, a rate per annum equal to the sum of (i) the Alternate Base Rate for such day plus (ii) the Applicable Margin, in each case changing when and as the Alternate Base Rate changes.
"Floating Rate Advance" means an Advance which bears interest at the Floating Rate.
"Floating Rate Loan" means a Loan which bears interest at the Floating Rate.
"FRB" means the Board of Governors of the Federal Reserve System.
"GAAP" means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements of the Financial Accounting Standards Board.
"including" means "including without limiting the generality of the following".
"Indebtedness" means, as to any Person at a particular time, all of the following, without duplication, to the extent recourse may be had to the assets or properties of such Person in respect thereof: (i) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (ii) any direct or contingent obligations of such Person in the aggregate in excess of $2,000,000 arising under letters of credit (including standby and commercial), banker's acceptances, bank guaranties, surety bonds and similar instruments; (iii) net obligations of such Person under Swap Contracts; (iv) all obligations of such Person to pay the deferred purchase price of property or services (except trade accounts payable arising, and accrued expenses incurred, in the ordinary course of business), and indebtedness (excluding prepaid interest thereon) secured by a Lien on pro perty owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (v) Capitalized Lease Obligations and Synthetic Lease Obligations of such Person; and (vi) all Contingent Obligations of such Person in respect of any of the foregoing.
For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, unless such Indebtedness is non-recourse to such Person. It is understood and agreed that Indebtedness (including Contingent Obligations) shall not include any obligations of the Borrower with respect to (i) subordinated, deferrable interest debt securities, and any related securities issued by a trust or other special purpose entity in connection therewith, as long as the maturity date of such debt is subsequent to the Facility Termination Date; provided that the amount of mandatory principal amortization or defeasance of such debt prior to the Facility Termination Date shall be included in this definition of Indebtedness; or (ii) Equity-Linked Securities until the mandatory redemption date therefor, provided that the principal amount of all outstanding Equ ity-Linked Securities in excess of 20% of Total Capitalization shall constitute Indebtedness. The amount of any Capitalized Lease Obligation or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.
"Interest Period" means, with respect to a Eurodollar Advance, a period of one, two, three or six months commencing on a Business Day selected by the Borrower pursuant to this Agreement. Such Interest Period shall end on the day which corresponds numerically to such date one, two, three or six months thereafter; provided that if there is no such numerically corresponding day in such next, second, third or sixth succeeding month, such Interest Period shall end on the last Business Day of such next, second, third or sixth succeeding month. If an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day; provided that if said next succeeding Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day.
"Issuer" means each of JPMorgan, Bank of America, N.A. and any other Lender approved by the Borrower and the Administrative Agent, in each case in its capacity as an issuer of Letters of Credit hereunder.
"Issuer Documents" means with respect to any Letter of Credit, the Letter Credit Application and any other document, agreement and instrument entered into by the applicable Issuer and the Borrower or in favor of the applicable Issuer and relating to such Letter of Credit.
"JPMorgan" means JPMorgan Chase Bank, N.A. in its individual capacity, and its successors.
"KCPL" means Kansas City Power & Light Company, a Missouri corporation.
"LC Collateral Account" is defined in Section 2.19(k).
"Lease Trust" means the special purpose entity that entered into a synthetic lease arrangement with KCPL in 2001 to finance the purchase, installation, assembly and construction of five combustion turbines and related property and equipment.
"Lenders" means the lending institutions listed on the signature pages of this Agreement and their respective successors and assigns.
"Lending Installation" means, with respect to a Lender or the Administrative Agent, the office, branch, subsidiary or affiliate of such Lender or the Administrative Agent listed on the signature pages hereof or on a Schedule or otherwise selected by such Lender or the Administrative Agent pursuant to Section 2.17.
"Letter of Credit" is defined in Section 2.19(a).
"Letter of Credit Application" is defined in Section 2.19(c).
"Letter of Credit Fee" is defined in Section 2.19(d).
"Letter of Credit Fee Rate" means, at any time, the percentage rate per annum applicable to Letter of Credit Fees at such time as set forth in the Pricing Schedule.
"Letter of Credit Obligations" means, at any time, the sum, without duplication, of (i) the aggregate undrawn stated amount of all Letters of Credit at such time plus (ii) the aggregate unpaid amount of all Reimbursement Obligations at such time.
"Lien" means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).
"Loan" means, with respect to a Lender, such Lender's loans made pursuant to Article II (or any conversion or continuation thereof).
"Loan Documents" means this Agreement, each Note issued pursuant to Section 2.13, each Letter of Credit and each Letter of Credit Application.
"Material Adverse Effect" means a material adverse effect on (i) the business, Property, condition (financial or otherwise), results of operations, or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform its obligations under the Loan Documents or (iii) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Agents, the Lenders or the Issuers thereunder.
"Material Indebtedness" is defined in Section 7.5.
"Modification" and "Modify" are defined in Section 2.19(a).
"Moody's" means Moody's Investors Service, Inc.
"Multiemployer Plan" means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the Borrower or any member of the Controlled Group is a party to which more than one employer is obligated to make contributions.
"Non-U.S. Lender" is defined in Section 3.5(iv).
"Note" is defined in Section 2.13.
"Obligations" means all unpaid principal of and accrued and unpaid interest on the Loans, all Reimbursement Obligations and accrued and unpaid interest thereon, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Borrower to any Lender, any Issuer, either Agent or any indemnified party arising under any Loan Document.
"Other Taxes" is defined in Section 3.5(ii).
"Outstanding Credit Exposure" means, as to any Lender at any time, the sum of (i) the aggregate principal amount of its Loans outstanding at such time, plus (ii) its Pro Rata Share of the Letter of Credit Obligations at such time.
"Participants" is defined in Section 12.2.1.
"Payment Date" means the last Business Day of each March, June, September and December.
"PBGC" means the Pension Benefit Guaranty Corporation, or any successor thereto.
"Person" means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.
"Plan" means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which the Borrower or any member of the Controlled Group may have any liability.
"Pricing Schedule" means the Schedule attached hereto identified as such.
"Prime Rate" means a rate per annum equal to the prime rate of interest announced by JPMorgan from time to time (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.
"Project Finance Subsidiary" means any Subsidiary that meets the following requirements: (i) it is primarily engaged, directly or indirectly, in the ownership, operation and/or financing of independent power production and related facilities and assets; and (ii) neither the Borrower nor any other Subsidiary (other than another Project Finance Subsidiary) has any liability, contingent or otherwise, for the Indebtedness or other obligations of such Subsidiary (other than non-recourse liability resulting from the pledge of stock of such Subsidiary).
"Property" of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.
"Pro Rata Share" means, with respect to any Lender on any date of determination, the percentage which the amount of such Lender's Commitment is of the Aggregate Commitment (or, if the Commitments have terminated, which such Lender's Outstanding Credit Exposure is of the Aggregate Outstanding Credit Exposure) as of such date. For purposes of determining liability for any indemnity obligation under Section 2.19(j) or 10.8, each Lender's Pro Rata Share shall be determined as of the date the applicable Issuer or the Administrative Agent notifies the Lenders of such indemnity obligation (or, if such notice is given after termination of this Agreement, as of the date of such termination).
"PUHCA" means the Public Utility Holding Company Act of 1935, as amended.
"Purchasers" is defined in Section 12.3.1.
"Regulation D" means Regulation D of the FRB as from time to time in effect and any successor thereto or other regulation or official interpretation of the FRB relating to reserve requirements applicable to member banks of the Federal Reserve System.
"Regulation U" means Regulation U of the FRB as from time to time in effect and any successor or other regulation or official interpretation of the FRB relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.
"Reimbursement Obligations" means, at any time, the aggregate of all obligations of the Borrower then outstanding under Section 2.19 to reimburse the Issuers for amounts paid by the Issuers in respect of any one or more drawings under Letters of Credit.
"Reportable Event" means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event; provided that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.
"Required Lenders" means Lenders in the aggregate having more than 50% of the Aggregate Commitment or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding more than 50% of the Aggregate Outstanding Credit Exposure.
"Reserve Requirement" means, with respect to an Interest Period, the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed under Regulation D on Eurocurrency liabilities.
"S&P" means Standard and Poor's Ratings Services, a division of The McGraw Hill Companies, Inc.
"Schedule" refers to a specific schedule to this Agreement, unless another document is specifically referenced.
"SEC" means the Securities and Exchange Commission.
"SEC Order" means the order issued by the SEC to the Borrower and various Affiliates dated December 29, 2003 (Release No. 35-27784; 70-9861), or an extension, renewal or replacement of such order in form and substance satisfactory to the Lenders.
"Section" means a numbered section of this Agreement, unless another document is specifically referenced.
"Shareholders' Equity" means, as of any date of determination for the Borrower and its Consolidated Subsidiaries on a consolidated basis, shareholders' equity as of that date determined in accordance with GAAP.
"Significant Subsidiary" means, at any time, KCPL and each other Subsidiary which (i) as of the date of determination, owns consolidated assets equal to or greater than 15% of the consolidated assets of the Borrower and its Subsidiaries or (ii) which had consolidated net income from continuing operations (excluding extraordinary items) during the four most recently ended fiscal quarters equal to or greater than 15% of Consolidated Net Income during such period.
"Single Employer Plan" means a Plan maintained by the Borrower or any member of the Controlled Group for employees of the Borrower or any member of the Controlled Group.
"Subsidiary" of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, (ii) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled; or (iii) any other Person the operations and/or financial results of which are required to be consolidated with those of such first Person in accordance with GAAP; provided that, except as used in the definition of "Consolidated Subsidiary", the Lease Trust shall be deemed not to be a Subsidiary of the Borrower. Unless otherwise expressly stated, all references herein to a "Subsidiary" shall mean a Subsidiary of the B orrower.
"Substantial Portion" means, with respect to the Property of the Borrower and its Subsidiaries, Property which (i) represents more than 10% of the consolidated assets of the Borrower and its Consolidated Subsidiaries as would be shown in the consolidated financial statements of the Borrower and its Consolidated Subsidiaries as at the beginning of the twelve-month period ending with the month in which such determination is made, or (ii) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Borrower and its Consolidated Subsidiaries as reflected in the financial statements referred to in clause (i) above.
"Swap Contract" means (i) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transaction, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master a greement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a "Master Agreement"), including any such obligations or liabilities under any Master Agreement.
"Syndication Agent" means Bank of America, N.A. in its capacity as syndication agent hereunder, and not in its individual capacity as a Lender, and any successor thereto.
"Synthetic Lease Obligation" means the monetary obligation of a Person under (i) a so-called synthetic or off-balance sheet or tax retention lease, or (ii) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).
"Taxes" means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes.
"34 Act Reports" means the periodic reports of the Borrower filed with the SEC on Forms 10K, 10Q and 8K (or any successor forms thereto).
"Total Capitalization" means Total Indebtedness of the Borrower and its Consolidated Subsidiaries plus the sum of (i) Shareholder's Equity (without giving effect to the application of FASB Statement No. 133 or 149) and (ii) to the extent not otherwise included in Indebtedness or Shareholder's Equity, preferred and preference stock and securities of the Borrower and its Subsidiaries included in a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries in accordance with GAAP.
"Total Indebtedness" means all Indebtedness of the Borrower and its Consolidated Subsidiaries on a consolidated basis (and without duplication), excluding (i) Indebtedness arising under Swap Contracts entered into in the ordinary course of business to hedge bona fide transactions and business risks and not for speculation, (ii) Indebtedness of Project Finance Subsidiaries, (iii) Contingent Obligations incurred after May 15, 1996 with respect to obligations of Strategic Energy, L.L.C. in an aggregate amount not exceeding $275,000,000 and (iv) Indebtedness of KLT Investments Inc. incurred in connection with the acquisition and maintenance of its interests (whether direct or indirect) in low income housing projects.
"Transferee" is defined in Section 12.4.
"Type" means, with respect to any Advance, its nature as a Floating Rate Advance or a Eurodollar Advance.
"Unmatured Default" means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.
"Utilization Fee Rate" means, at any time, the percentage rate per annum at which utilization fees are accruing at such time as set forth in the Pricing Schedule.
"Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of the outstanding voting securities of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, limited liability company, association, joint venture or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.
2.6 Changes in Aggregate Commitment.
(a) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders (according to their respective Pro Rata Shares) in integral multiples of $5,000,000, upon at least three Business Days' prior written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure. All accrued facility fees and utilization fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder.
(b) The Borrower may, from time to time so long as no Default or Unmatured Default exists, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit F, request that the Aggregate Commitment be increased by up to $50,000,000 in the aggregate by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) adding one or more commercial banks or other Persons as a party hereto (each an "Additional Lender") with a Commitment in an amount agreed to by any such Additional Lender; provided that no Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld). Any increase in the Aggregate Commitment pursuant to this clause (b) shall be effective three Business Days after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit F (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit F (in the case of the addition of a commercial bank or other Person as a new Lender). The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the amount of the Aggregate Commitment pursuant to this clause (b) and of the Commitment of each Lender after giving effect thereto. The Borrower acknowledges that, in order to maintain Advances in accordance with each Lender's pro-rata share of all outstanding Advances prior to any increase in the Aggregate Commitment pursuant to this clause (b), a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitment may require prepayment of all or portions of certain Advances on the date of such increase (and any such prepayment shall be subject to the provisions of Se ction 3.4).
(a) The Borrower may from time to time prepay Floating Rate Advances upon one Business Day's prior notice to the Administrative Agent, without penalty or premium. Each partial prepayment of Floating Rate Advances shall be in an aggregate amount of $1,000,000 or an integral multiple thereof.
(b) The Borrower may from time to time prepay Eurodollar Advances (subject to the payment of any funding indemnification amounts required by Section 3.4) upon three Business Days' prior notice to the Administrative Agent, without penalty or premium. Each partial prepayment of Eurodollar Advances shall be in an aggregate amount of $5,000,000 or a higher integral multiple of $1,000,000.
(c) All prepayments of Advances shall be applied ratably to the Loans of the Lenders in accordance with their respective Pro Rata Shares.
(i) the Borrowing Date, which shall be a Business Day, of such Advance,
(ii) the aggregate amount of such Advance,
(iii) the Type of Advance selected, and
(iv) in the case of each Eurodollar Advance, the Interest Period applicable thereto.
Not later than 1:00 p.m. (New York City time) on each Borrowing Date, each Lender shall make available its Loan or Loans in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. The Administrative Agent will make the funds so received from the Lenders available to the Borrower at the Administrative Agent's aforesaid address.
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the aggregate amount and Type of the Advance which is to be converted or continued, and
(iii) the amount of such Advance which is to be converted into or continued as a Eurodollar Advance and the duration of the Interest Period applicable thereto.
2.13 Noteless Agreement; Evidence of Indebtedness.
(i) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.
(ii) The Administrative Agent shall also maintain accounts in which it will record (a) the amount of each Loan made hereunder, the Type thereof and the Interest Period with respect thereto, (b) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (c) the original stated amount of each Letter of Credit and the amount of Letter of Credit Obligations outstanding at any time and (d) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
(iii) The entries maintained in the accounts maintained pursuant to clauses (i) and (ii) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with their terms.
(iv) Any Lender may request that its Loans be evidenced by a promissory note substantially in the form of Exhibit E (a "Note"). In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant to Section 12.3) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 12.3, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in clauses (i) and (ii) above.
(a) Issuance. Each Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit (each a "Letter of Credit") and to extend, increase, decrease or otherwise modify Letters of Credit ("Modify," and each such action a "Modification") from time to time from and including the date of this Agreement and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Letter of Credit is issued or Modified, the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No Letter of Credit shall have an expiry date later than the date that is five days prior to the scheduled Facility Termination Date.
(b) Participations. Upon the issuance or Modification by any Issuer of a Letter of Credit in accordance with this Section 2.19, such Issuer shall be deemed, without further action by any Person, to have unconditionally and irrevocably sold to each Lender, and each Lender shall be deemed, without further action by any Person, to have unconditionally and irrevocably purchased from such Issuer, a participation in such Letter of Credit (and each Modification thereof) and the related Letter of Credit Obligations in proportion to its Pro Rata Share.
(c) Notice. Subject to Section 2.19(a), the Borrower shall give the applicable Issuer and the Administrative Agent notice prior to 11:00 a.m. (New York City time) at least three Business Days (or such lesser period of time as such Issuer may agree in its sole discretion) prior to the proposed date of issuance or Modification of each Letter of Credit, specifying the beneficiary, the proposed date of issuance (or Modification) and the expiry date of such Letter of Credit, and describing the proposed terms of such Letter of Credit and the nature of the transactions proposed to be supported thereby. Upon receipt of such notice, the applicable Issuer shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender, of the contents thereof and of the amount of such Lender's participation in such proposed Letter of Credit. The issuance or Modification by an Issuer of any Letter of Cr edit shall, in addition to the conditions precedent set forth in Article IV (the satisfaction of which such Issuer shall have no duty to ascertain, it being understood, however, that such Issuer shall not issue any Letter of Credit if it has received written notice from the Borrower, the Administrative Agent or any Lender that any such condition precedent has not been satisfied), be subject to the conditions precedent that such Letter of Credit shall be satisfactory to such Issuer and that the Borrower shall have executed and delivered such application agreement and/or such other instruments and agreements relating to such Letter of Credit as such Issuer shall have reasonably requested (each a "Letter of Credit Application"). In the event of any conflict between the terms of this Agreement and the terms of any Letter of Credit Application, the terms of this Agreement shall control.
(d) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent, for the account of the Lenders ratably in accordance with their respective Pro Rata Shares, with respect to each Letter of Credit, a letter of credit fee (the "Letter of Credit Fee") at a per annum rate equal to the Letter of Credit Fee Rate in effect from time to time on the daily maximum amount available under such Letter of Credit, such fee to be payable in arrears on each Payment Date, on the Facility Termination Date and, if applicable, thereafter on demand. The Borrower shall also pay to each Issuer for its own account (x) a fronting fee in the amount agreed to by such Issuer and the Borrower from time to time, with such fee to be payable in arrears on each Payment Date, and (y) documentary and processing charges in connection with the issuance or Modification of and draws under Letters of Credit in accordance with such Issuer's standard schedul e for such charges as in effect from time to time.
(e) Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Letter of Credit of any demand for payment under such Letter of Credit, the applicable Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each Lender of the amount to be paid by such Issuer as a result of such demand and the proposed payment date (the "Letter of Credit Payment Date"). The responsibility of any Issuer to the Borrower and each Lender shall be only to determine that the documents delivered under each Letter of Credit issued by such Issuer in connection with a demand for payment are in conformity in all material respects with such Letter of Credit. Each Issuer shall endeavor to exercise the same care in its issuance and administration of Letters of Credit as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such Issuer, each Lender shall be unconditionally and irrevocably obligated, without regard to the occurrence of any Default or any condition precedent whatsoever, to reimburse such Issuer on demand for (i) such Lender's Pro Rata Share of the amount of each payment made by such Issuer under each Letter of Credit to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below, plus (ii) interest on the foregoing amount, for each day from the date of the applicable payment by such Issuer to the date on which such Issuer is reimbursed by such Lender for its Pro Rata Share thereof, at a rate per annum equal to the Federal Funds Effective Rate or, beginning on third Business Day after demand for such amount by such Issuer, the rate applicable to Floating Rate Advances.
(f) Reimbursement by Borrower. The Borrower shall be irrevocably and unconditionally obligated to reimburse each Issuer through the Administrative Agent on or before the applicable Letter of Credit Payment Date for any amount to be paid by such Issuer upon any drawing under any Letter of Credit, without presentment, demand, protest or other formalities of any kind; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower which the Borrower proves were caused by (i) the willful misconduct or gross negligence of such Issuer in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (ii) such Issuer's failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. All such am ounts paid by an Issuer and remaining unpaid by the Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the rate applicable to Floating Rate Advances. The Administrative Agent will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Letter of Credit, but only to the extent such Lender made payment to the applicable Issuer in respect of such Letter of Credit pursuant to Section 2.19(e).
(g) Obligations Absolute. The Borrower's obligations under this Section 2.19 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against any Issuer, any Lender or any beneficiary of a Letter of Credit. The Borrower further agrees with the Issuers and the Lenders that neither any Issuer nor any Lender shall be responsible for, and the Borrower's Reimbursement Obligation in respect of any Letter of Credit shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among the Borrower, any of its Affiliates, the beneficiary of any Letter of Credit or any financing institution or other party to whom any Letter of Credit may be transferred or any claims or defenses whatsoever of the Borrower or of any of its Affiliates against the beneficiary of any Letter of Credit or any such transferee. No Issuer shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit. The Borrower agrees that any action taken or omitted by any Issuer or any Lender under or in connection with any Letter of Credit and the related drafts and documents, if done without gross negligence or willful misconduct, shall be binding upon the Borrower and shall not put any Issuer or any Lender under any liability to the Borrower. Nothing in this Section 2.19(g) is intended to limit the right of the Borrower to make a claim against any Issuer for damages as contemplated by the proviso to the first sentence of Section 2.19(f).
(h) Actions of Issuers. Each Issuer shall be entitled to rely, and shall be fully protected in relying, upon any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by such Issuer. Each Issuer shall be fully justified in failing or refusing to take any action under this Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Notwithstanding any other provision of this Section 2.19, each Issuer shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and any future holder of a participation in any Letter of Credit issued by such Issuer.
(i) Indemnification. The Borrower agrees to indemnify and hold harmless each Lender, each Issuer and the Administrative Agent, and their respective directors, officers, agents and employees, from and against any and all claims and damages, losses, liabilities, costs or expenses which such Person may incur (or which may be claimed against such Person by any other Person whatsoever) by reason of or in connection with the issuance, execution and delivery or transfer of or payment or failure to pay under any Letter of Credit or any actual or proposed use of any Letter of Credit, including any claims, damages, losses, liabilities, costs or expenses which any Issuer may incur by reason of or in connection with (i) the failure of any other Lender to fulfill or comply with its obligations to such Issuer hereunder (but nothing herein contained shall affect any right the Borrower may have against any defaulting Lender) or (ii) b y reason of or on account of such Issuer issuing any Letter of Credit which specifies that the term "Beneficiary" therein includes any successor by operation of law of the named Beneficiary, but which Letter of Credit does not require that any drawing by any such successor Beneficiary be accompanied by a copy of a legal document, satisfactory to such Issuer, evidencing the appointment of such successor Beneficiary; provided that the Borrower shall not be required to indemnify any Person for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of any Issuer in determining whether a request presented under any Letter of Credit issued by such Issuer complied with the terms of such Letter of Credit or (y) any Issuer's failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. Nothing in this < U>Section 2.19(i) is intended to limit the obligations of the Borrower under any other provision of this Agreement.
(j) Lenders' Indemnification. Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify each Issuer and its Affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and charges), claim, demand, action, loss or liability (except such as result from such indemnitees' gross negligence or willful misconduct or such Issuer's failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit) that such indemnitees may suffer or incur in connection with this Section 2.19 or any action taken or omitted by such indemnitees hereunder.
(k) LC Collateral Account. The Borrower agrees that it will establish on the Facility Termination Date (or on such earlier date as may be required pursuant to Section 8.1), and thereafter maintain so long as any Letter of Credit Obligation remains outstanding or any other amount is payable to any Issuer or the Lenders in respect of any Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the "LC Collateral Account") at the Administrative Agent's office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which the Borrower shall have no interest other than as set forth in Section 8.1. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Le nders and the Issuers, a security interest in all of the Borrower's right, title and interest in and to all funds which may from time to time be on deposit in the LC Collateral Account, to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the LC Collateral Account in certificates of deposit of JPMorgan having a maturity not exceeding 30 days. If funds are deposited in the LC Collateral Account pursuant to Section 2.2(b) and the provisions of Section 8.1 are not applicable, then the Administrative Agent shall release from the LC Collateral Account to the Borrower, upon the request of the Borrower, an amount equal to the excess (if any) of all funds in the LC Collateral Account over the Letter of Credit Obligations.
(l) Rights as a Lender. In its capacity as a Lender, each Issuer shall have the same rights and obligations as any other Lender.
ARTICLE III
YIELD PROTECTION; TAXES
(i) subjects any Lender, any applicable Lending Installation or any Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its Eurodollar Loans or Letters of Credit or participations therein, or
(ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, any applicable Lending Installation or any Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or
(iii) imposes any other condition the result of which is to increase the cost to any Lender, any applicable Lending Installation or any Issuer of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Letters of Credit or reduces any amount receivable by any Lender, any applicable Lending Installation or any Issuer in connection with its Eurodollar Loans or Letters of Credit, or requires any Lender, any applicable Lending Installation or any Issuer to make any payment calculated by reference to the amount of Eurodollar Loans or Letters of Credit held or interest received by it, by an amount deemed material by such Lender or such Issuer, as the case may be,
and the result of any of the foregoing is to increase the cost to such Lender, the applicable Lending Installation or such Issuer of making or maintaining its Eurodollar Loans, Letters of Credit or Commitment or to reduce the return received by such Lender, the applicable Lending Installation or such Issuer in connection with such Eurodollar Loans, Letters of Credit or Commitment, then, within 15 days of demand by such Lender or such Issuer, the Borrower shall pay such Lender or such Issuer such additional amount or amounts as will compensate such Lender or such Issuer for such increased cost or reduction in amount received.
(ii) In addition, the Borrower hereby agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or Letter of Credit Application or from the execution or delivery of, or otherwise with respect to, this Agreement, any Note or any Letter of Credit Application ("Other Taxes").
(iii) The Borrower hereby agrees to indemnify the Administrative Agent, each Lender and each Issuer for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid by the Administrative Agent, such Lender or such Issuer and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payments due under this indemnification shall be made within 30 days of the date the Administrative Agent, such Lender or such Issuer makes demand therefor pursuant to Section 3.6.
(iv) Each Lender that is not incorporated under the laws of the United States of America or a state thereof (each a "Non-U.S. Lender") agrees that it will, not less than ten Business Days after the date of this Agreement (or, if later, the date it becomes a party hereto), (i) deliver to each of the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, and (ii) deliver to each of the Borrower and the Administrative Agent a United States Internal Revenue Form W-8BEN or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax. Each Non-U.S. Lender further undertakes to deliver to each of the Borrower and the Administrative Agent (x) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably requested by the Borrower or the Administrative Agent. All forms or amendments described in the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless an event (including any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form or amendment with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any dedu ction or withholding of United States federal income tax.
(v) For any period during which a Non-U.S. Lender has failed to provide the Borrower with an appropriate form pursuant to clause (iv) above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided), such Non-U.S. Lender shall not be entitled to indemnification under this Section 3.5 with respect to Taxes imposed by the United States; provided that, should a Non-U.S. Lender which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form required under clause (iv) above, the Borrower shall take such steps as such Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to recover such Taxes.
(vi) Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate.
ARTICLE IV
CONDITIONS PRECEDENT
(i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of good standing, certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information that any Lender may request that is required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower as required by Section 326 of the USA PATRIOT ACT.
(ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.
(iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) A certificate, signed by the chief accounting officer or the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's counsel, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A.
(vi) Executed counterparts of this Agreement executed by the Borrower and each Lender.
(vii) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender.
(viii) If the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application.
(ix) Evidence of the effectiveness of the Credit Agreement among KCPL, various financial institutions and JPMorgan, as administrative agent, having terms substantially similar to the terms hereof.
(x) A copy of the SEC Order authorizing the Borrower to incur the Indebtedness contemplated by the Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower.
(xi) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer who has executed and delivered an incumbency certificate in accordance with the terms hereof, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(xii) Such other documents as any Lender or its counsel may have reasonably requested.
(i) No Default or Unmatured Default exists or would result from such Credit Extension.
(ii) The representations and warranties contained in Article V are true and correct as of the date of such Credit Extension except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date; provided that this clause (ii) shall not apply to the representations and warranties set forth in Section 5.5 (as it relates to clause (i) or (ii) of the definition of "Material Adverse Effect"), clause (a) of the first sentence of Section 5.7 and the second sentence of Section 5.7 with respect to a borrowing hereunder if the proceeds of such borrowing will be used exclusively to repay the Borrower's commercial paper (and, in the event of any such borrowing, the Administrative Agent may require the Borrower to deliver information sufficient to disburse the proceeds of such borrowing directly to the holders of such commercial paper or a paying agent therefor).
(iii) The SEC Order shall not have expired or been revoked and shall permit the Borrower to incur the Indebtedness evidenced by such Credit Extension. The Borrower shall, upon request, provide the Administrative Agent with evidence satisfactory to the Administrative Agent that, after giving effect to such Credit Extension, the aggregate amount of short-term debt instruments issued by the Borrower in reliance upon the SEC Order shall not exceed the maximum amount of Indebtedness authorized by the SEC Order.
Each delivery of a Borrowing Notice and each request for the issuance of a Letter of Credit shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(i), (ii) and (iii) have been satisfied. Any Lender may require delivery of a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making a Credit Extension.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Lenders that:
During the term of this Agreement, unless the Required Lenders shall otherwise consent in writing:
(i) Within 90 days after the close of each of its fiscal years, an unqualified audit report certified by a firm of independent certified public accountants which is a member of the "Big Four," prepared in accordance with GAAP on a consolidated basis for itself and its Consolidated Subsidiaries, including balance sheets as of the end of such period and related statements of income, retained earnings and cash flows, accompanied by any management letter prepared by said accountants.
(ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Consolidated Subsidiaries, either (a) consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its chief accounting officer or chief financial officer or (b) if the Borrower is then a "registrant" within the meaning of Rule 1-01 of Regulation S-X of the SEC and required to file a report on Form 10-Q with the SEC, a copy of the Borrower's report on Form 10-Q for such quarterly period.
(iii) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit B signed by its chief accounting officer or chief financial officer setting forth calculations of the financial covenants contained in Section 6 and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof.
(iv) As soon as possible and in any event within 10 days after the Borrower or any member of the Controlled Group knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief accounting or financial officer of the Borrower, describing said Reportable Event and the action which the Borrower or member of the Controlled Group proposes to take with respect thereto.
(v) As soon as possible and in any event within two days after receipt of notice by the Borrower or any member of the Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan, a copy of such notice.
(vi) Promptly upon the furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so furnished.
(vii) Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports (other than any report on Form U-9C-3) which the Borrower files with the SEC.
(viii) As soon as possible, and in any event within three days after an Authorized Officer of the Borrower shall have knowledge thereof, notice of any change by Moody's or S&P in the senior unsecured debt rating of the Borrower.
(ix) Such other information (including non-financial information) as the Administrative Agent or any Lender may from time to time reasonably request.
The statements and reports required to be furnished by the Borrower pursuant to clauses (vi) and (vii) above shall be deemed furnished for such purpose upon becoming publicly available on the SEC's EDGAR web page.
(i) A Wholly-Owned Subsidiary may be merged into the Borrower.
(ii) Any Significant Subsidiary may sell all or substantially all of its assets to, or consolidate or merge into, another Significant Subsidiary; provided that, immediately before and after such merger, consolidation or sale, no Default or Unmatured Default shall exist.
(iii) Strategic Energy, L.L.C. may sell accounts receivable and contracts that generate accounts receivable, and KCPL may sell accounts receivable, in each case pursuant to one or more securitization transactions.
(iv) The Borrower may sell all or substantially all of its assets to, or consolidate with or merge into, any other corporation, or permit another corporation to merge into it; provided that (a) the surviving corporation, if such surviving corporation is not the Borrower, or the transferee corporation in the case of a sale of all or substantially all of the Borrower's assets (1) shall be a corporation organized and existing under the laws of the United States of America or a state thereof or the District of Columbia, (2) shall expressly assume in a writing satisfactory to the Administrative Agent the due and punctual payment of the Obligations and the due and punctual performance of and compliance with all of the terms of this Agreement and the other Loan Documents to be performed or complied with by the Borrower and (3) shall deliver all documents required to be delivered pursuant to Sections 4.1(i), (ii), (iii), (v) and (ix), (b) immediately before and after such merger, consolidation or sale, there shall not exist any Default or Unmatured Default and (c) the surviving corporation of such merger or consolidation, or the transferee corporation of the assets of the Borrower, as applicable, has, both immediately before and after such merger, consolidation or sale, a Moody's Rating of Baa3 or better or an S&P Rating of BBB - or better.
Notwithstanding the foregoing, the Borrower and its Consolidated Subsidiaries (excluding the Lease Trust and Project Finance Subsidiaries) will not convey, transfer, lease or otherwise dispose of (whether in one transaction or a series of transactions, but excluding (a) sales of inventory in the ordinary course of business and sales of assets permitted by clause (iii) above and (b) sales of the capital stock or assets of KLT Gas Inc. and Subsidiaries thereof) in the aggregate within any 12-month period, more than 20% of the aggregate book value of the assets of the Borrower and its Consolidated Subsidiaries (excluding the Lease Trust and Project Finance Subsidiaries) as calculated as of the end of the most recent fiscal quarter.
(i) Liens for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books.
(ii) Liens imposed by law, such as carriers', warehousemen's and mechanics' liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on its books.
(iii) Liens arising out of pledges or deposits in the ordinary course of business under worker's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation, other than any Lien imposed under ERISA.
(iv) Utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which are not substantial in amount and do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or its Significant Subsidiaries.
(v) The Lien of the General Mortgage Indenture and Deed of Trust Dated December 1, 1986 from KCPL to UMB, N.A.
(vi) Liens on Property of the Borrower or KCPL existing on the date hereof and any renewal or extension thereof; provided that the Property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by this Agreement.
(vii) Judgment Liens which secure payment of legal obligations that would not constitute a Default under Section 7.9.
(viii) Liens on Property acquired by the Borrower or a Significant Subsidiary after the date hereof, existing on such Property at the time of acquisition thereof (and not created in anticipation thereof); provided that in any such case no such Lien shall extend to or cover any other Property of the Borrower or such Significant Subsidiary, as the case may be.
(ix) Deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business by the Borrower or any Significant Subsidiary; and Liens in favor of the provider of any surety or performance bond or similar arrangement on the underlying contract (and other associated documents and sums due or to become due under the underlying contract) with respect to which such bond was issued or such arrangement was made.
(x) Purchase money security interests on any Property acquired or held by such Person in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such Property; provided that (a) such Lien attaches to such Property concurrently with or within 90 days after the acquisition thereof, (b) such Lien attaches solely to the Property so acquired in such transaction and (c) the principal amount of the Indebtedness secured thereby does not exceed the cost or fair market value determined at the date of incurrence, whichever is lower, of the Property being acquired on the date of acquisition.
(xi) Liens on or over gas, oil, coal, fissionable material, or other fuel or fuel products as security for any obligations incurred by such Person for the sole purpose of financing the acquisition or storage of such fuel or fuel products or, with respect to nuclear fuel, the processing, reprocessing, sorting, storage and disposal thereof.
(xii) Liens on (including Liens arising out of the sale of) accounts receivable and/or contracts which will give rise to accounts receivable of KCPL and Strategic Energy, L.L.C.; and other Liens on (including Liens arising out of the sale of) accounts receivable and/or contracts which will give rise to accounts receivable of the Borrower or any Subsidiary in an aggregate amount not at any time exceeding $10,000,000.
(xiii) Liens on Property of KLT Gas Inc. and its Subsidiaries in favor of operators and non-operators under joint operating agreements, pooling orders or agreements, unitization agreements or similar contractual arrangements arising in the ordinary course of the business of such Person relating to the development or operation of oil and gas Properties to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings if adequate reserves are maintained on the books of such Person in accordance with GAAP.
(xiv) Liens on Property of KLT Gas Inc. and its Subsidiaries under production sales agreements, division orders, operating agreements and other agreements customary in the oil and gas business for processing, production and selling hydrocarbons; provided that such Liens do not secure obligations to deliver hydrocarbons at some future date without receiving full payment therefor within 90 days of delivery.
(xv) Liens on Property or assets of a Significant Subsidiary securing obligations owing to the Borrower or any Significant Subsidiary (other than a Project Finance Subsidiary).
(xvi) Liens on the stock or other equity interests of any Project Finance Subsidiary to secure obligations of such Project Finance Subsidiary (provided that the agreement under which any such Lien is created shall expressly state that it is non-recourse to the pledgor).
(xvii) Liens on Property of Strategic Energy, L.L.C. and its Subsidiaries securing Indebtedness of Strategic Energy, L.L.C. under a credit facility providing for revolving credit advances to Strategic Energy, L.L.C. in an aggregate amount not exceeding $175,000,000.
(xviii) Liens which would otherwise not be permitted by clauses (i) through (xvii) securing additional Indebtedness of the Borrower or a Significant Subsidiary (other than a Project Finance Subsidiary); provided that after giving effect thereto the aggregate unpaid principal amount of Indebtedness (including Capitalized Lease Obligations) of the Borrower and its Significant Subsidiaries (other than any Project Finance Subsidiary) (including prepayment premiums and penalties) secured by Liens permitted by this clause (xviii) shall not exceed the greater of (a) $50,000,000 and (b) 10% of Consolidated Tangible Net Worth.
The occurrence of any one or more of the following events shall constitute a Default:
7.10 A Change of Control shall occur.
ARTICLE VIII
ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
8.1 Acceleration; Letter of Credit Account.
(a) If any Default described in Section 7.6 or 7.7 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender or any Issuer and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the LC Collateral Account, equal to the excess of (i) the amount of Letter of Credit Obligations at such time over (ii) the amount on deposit in the LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (suc h difference, the "Collateral Shortfall Amount"). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives, and (y) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount, which funds shall be deposited in the LC Collateral Account.
If (a) within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to the Borrower) and (b) before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.
(i) Extend the final maturity of any Loan or the expiry date of any Letter of Credit to a date after the Facility Termination Date or forgive all or any portion of the principal amount thereof, or reduce the rate or extend the time of payment of interest or fees thereon.
(ii) Reduce the percentage specified in the definition of Required Lenders.
(iii) Extend the Facility Termination Date, or reduce the amount or extend the payment date for, the mandatory payments required under Section 2.2, or increase the amount of the Commitment of any Lender hereunder, or permit the Borrower to assign its rights under this Agreement.
(iv) Amend this Section 8.2.
(v) Release any funds from the LC Collateral Account, except to the extent such release is expressly permitted hereunder.
No amendment of any provision of this Agreement relating to the Administrative Agent shall be effective without the written consent of the Administrative Agent, and no amendment of any provision of this Agreement relating to any Issuer shall be effective without the written consent of such Issuer. The Administrative Agent may waive payment of the fee required under Section 12.3.2 without obtaining the consent of any other party to this Agreement.
9.6 Expenses; Indemnification.
(i) The Borrower shall reimburse the Agents and the Arrangers for any reasonable costs and expenses (including fees and charges of outside counsel for the Agents) paid or incurred by the Agents or the Arrangers in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each Agent, each Arranger, each Lender and each Issuer for any reasonable costs, internal charges and expenses (including fees and charges of attorneys for such Agent, such Arranger, such Lender and such Issuer, which attorneys may be employees of such Agent, such Arranger, such Lender or such Issuer) paid or incurred by either Agent, either Arranger, any Lender or any Issuer in connection with the collection and enforcement, attempted enforcement, and preservation of rights and remedies under, any of the Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding).
(ii) The Borrower hereby further agrees to indemnify each Agent, each Arranger, each Lender, each Issuer, their respective affiliates and the directors, officers and employees of the foregoing against all losses, claims, damages, penalties, judgments, liabilities and expenses (including all expenses of litigation or preparation therefor whether or not either Agent, either Arranger, any Lender or any Issuer or any affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party seeking indemnification. In the case of any investigatio n, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a third party, by the Borrower or by any affiliate of the Borrower. The obligations of the Borrower under this Section 9.6 shall survive the payment of the Obligations and termination of this Agreement.
(a) Neither the Administrative Agent nor any Lender may disclose to any Person any Specified Information (as defined below) except (i) to its, and its Affiliates', officers, employees, agents, accountants, legal counsel, advisors and other representatives who have a need to know such Specified Information or (ii) with the Borrower's prior consent. "Specified Information" means information that the Borrower furnishes to the Administrative Agent or any Lender that is designated in writing as confidential, but does not include any such information that is or becomes generally available to the public or that is or becomes available to the Administrative Agent or such Lender from a source other than the Borrower.
(b) The provisions of clause (a) above shall not apply to Specified Information (i) that is a matter of general public knowledge or has heretofore been or is hereafter published in any source generally available to the public, (ii) that is required to be disclosed by law, regulation or judicial order, (iii) that is requested by any regulatory body with jurisdiction over the Administrative Agent or any Lender, or (iv) that is disclosed (A) to legal counsel, accountants and other professional advisors to such Lender, (B) in connection with the exercise of any right or remedy hereunder or under any Note or any suit or other litigation or proceeding relating to this Agreement or any Note, (C) to a rating agency if required by such agency in connection with a rating relating to Credit Extensions hereunder or (D) to assignees or participants or potential assignees or participants who agree to be bound by the provisions of this Section 9.11.
ARTICLE X
THE ADMINISTRATIVE AGENT
(b) Each Issuer shall act on behalf of the Lenders with respect to any Letter of Credit issued by it and the documents associated therewith. Each Issuer shall have all of the benefits and immunities provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by such Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term "Administrative Agent", as used in this Article X, included such Issuer with respect to such acts or omissions and as additionally provided in this Agreement with respect to such Issuer.
ARTICLE XI
SETOFF; RATABLE PAYMENTS
ARTICLE XII
BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. This Agreement shall be effective when it has been executed by the Borrower, the Administrative Agent and the Lenders and each party has notified the Administrative Agent by facsimile transmission or telephone that it has taken such action.
No Lender identified on the cover page, the signature pages or otherwise in this Agreement, or in any document related hereto, as being the "Syndication Agent" or a "Co-Documentation Agent" shall have any right, power, obligation, liability, responsibility or duty under this Agreement in such capacity other than those applicable to all Lenders. Each Lender acknowledges that it has not relied, and will not rely, on the Syndication Agent or any Co-Documentation Agent in deciding to enter into this Agreement or in taking or refraining from taking any action hereunder or pursuant hereto.
ARTICLE XVI
CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
ARTICLE XVII
Termination of Existing Credit FacilitIES
IN WITNESS WHEREOF, the Borrower, the Lenders, the Issuers and the Administrative Agent have executed this Agreement as of the date first above written.
GREAT PLAINS ENERGY INCORPORATED
By: /s/Andrea F. Bielsker
Title: Senior VP-Finance, CFO and Treasurer
Address:
1201 Walnut
Kansas City, Missouri 64106-2124
Attention: Andrea F. Bielsker, Senior Vice President -
Finance, Chief Financial Officer and Treasurer
Telephone: 816-556-2595
Fax: 816-556-2992
Email: Andrea.Bielsker@kcpl.com
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, as an Issuer and as a Lender
By: /s/Jane Bek Keil
Title: Director
Address:
1 Bank One Plaza
Chicago, Illinois 60670
Attention: Jane Bek Keil
Telephone: 312-325-3026
Fax: 312-325-3020
Email: Jane_Bek@bankone.com
Operations Contact:
Debbie Turner
Telephone: 312-385-7081
Fax: 312-385-7097
E-mail: deborah_turner@bankone.com
BANK OF AMERICA, N.A., as Syndication Agent, as an
Issuer and as a Lender
By: /s/Michelle A. Schoenfeld
Title: Senior Vice President
THE BANK OF TOKYO-MITSUBISHI, LTD., as Co-
Documentation Agent and as a Lender
By: /s/Shinichiro Munechika
Title: Deputy General Manager
WACHOVIA BANK, NATIONAL ASSOCIATION, as
Co-Documentation Agent and as a Lender
By: /s/Rocher Watkins
Title: Managing Director
BNP PARIBAS, as Co-Documentation Agent and as a
Lender
By: /s/Mark A. Renaud
Title: Managing Director
By: /s/Timothy F. Vincent
Title: Director
THE BANK OF NEW YORK
By: /s/Daniel Csillas
Title: Vice President
KEYBANK NATIONAL ASSOCIATION
By: /s/Keven D. Smith
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/Thane A. Ranew
Title: Managing Director
U.S. BANK NATIONAL ASSOCIATION
By: /s/Martin Nay
Title: Martin Nay, Vice President
MERRILL LYNCH BANK USA
By: /s/Louis Alder
Title: LOUIS ALDER, DIRECTOR
MORGAN STANLEY BANK
By: /s/Daniel Twenge
Title: Daniel Twenge
Vice President
Morgan Stanley Bank
MIZUHO CORPORATE BANK, LTD.
By: /s/Mark Granich
Title: Senior Vice President
UMB BANK, N.A.
By: /s/Robert P. Elbert
Title: Robert P. Elbert, Sr. Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/Norm Harkleroad
Title: Vice President
BANK MIDWEST, N.A.
By: /s/Paul Holewinski
Title: EVP
UFJ BANK LIMITED
By: /s/John Feeney
Title: Vice President
SCHEDULE I
COMMITMENTS
Lender |
Commitment |
JPMorgan Chase Bank, N.A. |
$52,250,000 |
Bank of America, N.A. |
$52,250,000 |
The Bank of Tokyo-Mitsubishi, Ltd. |
$51,562,500 |
Wachovia Bank, National Association |
$51,562,500 |
BNP Paribas |
$51,562,500 |
The Bank of New York |
$36,437,500 |
KeyBank National Association |
$36,437,500 |
The Bank of Nova Scotia |
$36,437,500 |
U.S. Bank National Association |
$32,312,500 |
Merrill Lynch Bank USA |
$26,125,000 |
Morgan Stanley Bank |
$26,125,000 |
Mizuho Corporate Bank, Ltd. |
$26,125,000 |
UMB Bank, N.A. |
$26,125,000 |
PNC Bank, National Association |
$17,187,500 |
Bank Midwest, N.A. |
$13,750,000 |
UFJ Bank Limited |
$13,750,000 |
TOTAL |
$550,000,000 |
PRICING SCHEDULE
|
A/A2 |
A-/A3 |
BBB+/Baa1 |
BBB/Baa2 |
BBB-/Baa3 |
<BBB-/Baa3 |
Pricing |
Level I Status |
Level II Status |
Level III Status |
Level IV Status |
Level V Status |
Level VI Status |
Applicable Margin for Eurodollar Rate Loans/Letter of Credit Fee Rate |
0.315% |
0.400% |
0.500% |
0.600% |
0.675% |
1.000% |
Facility Fee Rate |
0.085% |
0.100% |
0.125% |
0.150% |
0.200% |
0.250% |
Utilization Fee Rate |
0.125% |
0.125% |
0.125% |
0.125% |
0.125% |
0.250% |
"Level I Status" exists at any date if, on such date, the Borrower's Moody's Rating is A2 or better or the Borrower's S&P Rating is A or better.
"Level II Status" exists at any date if, on such date, (i) the Borrower has not qualified for Level I Status and (ii) the Borrower's Moody's Rating is A3 or better or the Borrower's S&P Rating is A- or better.
"Level III Status" exists at any date if, on such date, (i) the Borrower has not qualified for Level I Status or Level II Status and (ii) the Borrower's Moody's Rating is Baa1 or better or the Borrower's S&P Rating is BBB+ or better.
"Level IV Status" exists at any date if, on such date, (i) the Borrower has not qualified for Level I Status, Level II Status or Level III Status and (ii) the Borrower's Moody's Rating is Baa2 or better or the Borrower's S&P Rating is BBB or better.
"Level V Status" exists at any date if, on such date, (i) the Borrower has not qualified for Level I Status, Level II Status, Level III Status or Level IV Status and (ii) the Borrower's Moody's Rating is Baa3 or better or the Borrower's S&P Rating is BBB- or better.
"Level VI Status" exists at any date if, on such date, the Borrower has not qualified for Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status.
"Moody's Rating" means, at any time, the rating issued by Moody's and then in effect with respect to the Borrower's senior unsecured long-term debt securities without third-party credit enhancement (or, if there is no such debt outstanding, the Moody's rating then in effect for the Borrower's senior unsecured bank loans without third-party credit enhancement).
"S&P Rating" means, at any time, the rating issued by S&P and then in effect with respect to the Borrower's senior unsecured long-term debt securities without third-party credit enhancement (or, if there is no such debt outstanding, the indicative rating issued by S&P for debt of such type).
"Status" means Level I Status, Level II Status, Level III Status, Level IV Status, Level V Status or Level VI Status.
The Applicable Margin, the Letter of Credit Fee Rate, the Facility Fee Rate and the Utilization Fee Rate shall be determined in accordance with the foregoing table based on the Borrower's Status as determined from its then-current Moody's and S&P Ratings. The credit rating in effect on any date for purposes of this Schedule is that in effect at the close of business on such date. If at any time the Borrower ceases to have a Moody's Rating or an S&P Rating, Level VI Status shall exist.
Notwithstanding the foregoing, (a) if the Borrower is split-rated and the ratings differential is one level, the higher rating will apply; and (b) if the Borrower is split-rated and the ratings differential is two levels or more, the intermediate rating at the midpoint will apply. If there is no midpoint, the higher of the two intermediate ratings will apply.
Exhibit 10.1.jj
AGREEMENT
This Agreement is made and entered into by and between GREAT PLAINS ENERGY INCORPORATED (hereinafter the "Company") and ANDREA F. BIELSKER (hereinafter the "Executive"). In consideration of the mutual promises set forth herein, the parties agree as follows:
1. Executive has submitted her resignation from employment with the Company, and she resigns effective March 25, 2005 (hereinafter referred to as Executive's "Resignation Date") from her position as Vice President and Chief Financial Officer ("CFO") of Company and its affiliates and subsidiaries. Until her Resignation Date, Executive covenants to continue to perform her duties as Vice President and CFO and to assist in the transition of the CFO's responsibilities to applicable Company personnel.
a. After the Resignation Date, in accordance with the Company's normal policy, Company shall pay Executive a lump sum cash payment of all unpaid salary and any accrued but unused vacation days owed to Executive as of her Resignation Date.
b. Executive shall also remain entitled to payment of any annual incentive award, pursuant to Company's Annual Incentive Plan and attributable to calendar year 2004, if such award has not been paid to Executive prior to her Resignation Date. The amount of such annual incentive award shall be paid in accordance with the annual incentive plan in effect for calendar year 2004, and Executive's eligibility for such award shall in no way be affected by whether she has actually terminated prior to payment of such annual incentive award.
c. Executive shall be entitled to receive benefits under Company's plans and programs in accordance with the terms of such plans and programs. Such entitlement shall include, but not necessarily be limited to, vested retirement benefits under the Management Pension Plan and Supplemental Executive Retirement Plan, the Employee Savings Plus Plan, the Capital Accumulation Plan, and the Deferred Compensation Plan.
2. Executive shall provide such consulting services as the Company may desire from Executive's Resignation Date until May 1, 2005. Executive and Company agree that Executive is not entitled to, and shall not receive, any additional consideration or compensation for such consulting services. Company shall reimburse Executive for reasonable expenditures associated with such consulting services.
3. On March 25, 2005, Company shall also pay to Executive by wire transfer a lump sum cash payment of One Million One Hundred and Eighty-Five Thousand Dollars ($1,185,000), less applicable federal, state, and local tax or other withholdings. Executive acknowledges and agrees that she is responsible for all federal, state, and local income or earnings taxes, the Executive's portion of any employment taxes. In consideration for amounts received under this Agreement, Executive voluntarily releases and discharges the Company, its
affiliates, or its subsidiaries (and each of their agents, officers, directors, employees, and former employees), of and from all claims, demands, counterclaims, liabilities, obligations, suits, or causes of action of any kind or nature whatsoever whether in their personal or representative capacities, which the Executive may have had, or may now have, arising from or in any connected with Executive's employment by Company and her resignation from Company's employment, or relating to matters occurring on or before the date hereof. Without limiting in any way the foregoing, the Executive specifically releases the above persons and entities from any and all claims, demands, counterclaims, liabilities, obligations, causes of action or suits arising:
a. Out of or in any manner related to the employment or termination of the Executive; or
b. Under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. (section symbol) 2000e-5; or
c. Under the Age Discrimination in Employment Act ("ADEA"), as amended, 29 U.S.C. (section symbol) 621, et seq., including the provisions of the Older Workers Benefits Protection Act amendments to the ADEA; or
d. Under the Americans With Disabilities Act of 1990, 42 U.S.C. Subsection 12101, et seq.; or
e. Under any and all federal, state or local discrimination statutes, laws, ordinances, regulations or Executive Orders including but not limited to the Missouri Human Rights Act, or other applicable state discrimination act; or
f. Under Family and Medical Leave Act ("FMLA"), or any comparable state statute; or
g. Under any exception to the employment-at-will doctrine, including any common-law theory sounding in tort, contract, or public policy; or
h. Under the provisions of any state or local wage and hour law or ordinance; or
i. Under the National Labor Relations Act, as amended, 29 U.S.C. Subsection 141, et seq.; or
j. Under any state "service letter" statute, including but not limited to Missouri's Service Letter Statute, R.S.Mo., 290.140; or
k. Under the Equal Pay Act of 1963, as amended; or
l. Under the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended; or
m. Under the Severance Agreement dated November 1, 1997, as later amended and/or restated.
4. In the event that a trading window for GXP stock has not been opened for GXP Executives on or before March 25, 2005, the Company shall also pay to Executive a lump sum of $122,900 (less applicable federal, state and local tax or other withholdings) representing the difference between the exercise price of $25.55 per share and $31.00 for the 2001 option grant of 8,000 shares and the difference between the exercise price of $24.90 and $31.00 for the 2002 option grant of 13,000 shares.
5. The Company hereby releases and forever discharges Executive from any and all liability, claims, and charges, for services Executive has performed prior to her Resignation Date. In addition, this Agreement will not cause the termination of or extinguish Executive's rights, under the indemnification agreement, dated January 1, 1996, as amended October 1, 2001, between Executive and Company.
6. Executive shall have no duty to seek other employment or mitigate any payments or benefits granted under this agreement. Furthermore, should Executive obtain comparable employment, such employment shall not be deemed to mitigate any payments or benefits provided in this agreement except as specifically provided herein.
7. Executive agrees that any and all Company property in her possession shall be returned on her Resignation Date.
8. Executive covenants and agrees that all prior agreements relating to confidentiality of proprietary Company information and trade secrets which Executive has gained knowledge of through her employment shall remain in effect and survive this agreement. The terms "confidential information" and "trade secrets" shall not be deemed to include information that is accessible to or otherwise known by the public.
9. The parties agree and covenant that they will not disparage one another for any reason, or make any comments that might be harmful to the other party's reputation. This includes any reference to Executive's competency or ability. Company agrees to provide positive employment or other recommendations upon Executive's request.
10. The Company has advised the Executive to consult with counsel prior to the execution of this Agreement, and the parties hereto acknowledge that they have fully read and considered the contents of this release, and that they have had the opportunity to consult with and receive independent legal advice from counsel of their choice regarding the advisability hereof. The parties fully, completely, and totally comprehend the provisions hereof and are in full agreement with each and every one of its terms, conditions, and provisions.
11. This Agreement shall be construed in accordance with the laws of the State of Missouri. Any dispute relating to this Agreement shall be brought in an appropriate Circuit Court of Missouri or the U.S. District Court for the Western District of Missouri.
12. This Agreement contains the entire agreement between the Executive and Company concerning the foregoing matters and no change, modification, or waiver of any provision hereof will be valid unless in writing and signed by the parties to be bound.
13. The provisions of this Agreement are severable, and if any paragraph or part of any paragraph is found to be unenforceable or inoperable, then other paragraphs or the remainder of the particular paragraph, whichever applies, shall remain fully valid and enforceable.
14. The Executive acknowledges that she has been advised and recognizes that she has twenty-one (21) days from March 3, 2005, the date this Agreement was hand-delivered to the Employee, within which to consider this Agreement; and she has chosen to execute this Agreement on the date appearing below. Executive additionally acknowledges that she has consulted with able and competent counsel regarding the terms and execution of this Agreement, and has had ample time and opportunity to do so.
THE EXECUTIVE ACKNOWLEDGES THAT SHE HAS CAREFULLY READ THIS AGREEMENT, THAT SHE KNOWS AND UNDERSTANDS THE CONTENTS THEREOF AND THAT SHE EXECUTES THE SAME AS HER OWN FREE ACT AND DEED. FURTHERMORE, IT IS AGREED THAT SHE SHALL HAVE THE RIGHT TO REVOKE ASSENT TO THIS AGREEMENT BY WRITTEN NOTICE TO THE CHIEF EXECUTIVE OFFICER OF THE COMPANY WITHIN THE SEVEN (7) DAY PERIOD FOLLOWING EXECUTION OF THIS AGREEMENT, AND THAT THIS AGREEMENT SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL SUCH SEVEN (7) DAY PERIOD HAS EXPIRED.
GREAT PLAINS ENERGY INCORPORATED
By: /s/Michael J. Chesser
Name Michael J. Chesser
Title Chairman and CEO
ANDREA F. BIELSKER
By: /s/Andrea F. Bielsker
Andrea F. Bielsker
Dated: March 4, 2005
Exhibit 12.1
2004 | 2003 | 2002 | 2001 | 2000 | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(thousands) | |||||||||||||||||
Income (loss) from continuing operations | $ | 173,535 | $ | 189,702 | $ | 136,702 | $ | (28,428 | ) | $ | 53,014 | ||||||
Add | |||||||||||||||||
Equity investment (income) loss | 1,531 | 2,018 | 1,173 | (23,641 | ) | 22,994 | |||||||||||
Minority interests in subsidiaries | (2,131 | ) | (1,263 | ) | - | (897 | ) | - | |||||||||
Income subtotal | 172,935 | 190,457 | 137,875 | (52,966 | ) | 76,008 | |||||||||||
Add | |||||||||||||||||
Taxes on income | 54,451 | 78,565 | 51,348 | (34,672 | ) | 7,926 | |||||||||||
Kansas City earnings tax | 602 | 418 | 635 | 583 | 421 | ||||||||||||
Total taxes on income | 55,053 | 78,983 | 51,983 | (34,089 | ) | 8,347 | |||||||||||
Interest on value of leased | |||||||||||||||||
property | 6,222 | 5,944 | 7,093 | 10,679 | 11,806 | ||||||||||||
Interest on long-term debt | 66,128 | 58,847 | 65,837 | 83,549 | 57,896 | ||||||||||||
Interest on short-term debt | 4,837 | 5,442 | 6,312 | 9,915 | 11,050 | ||||||||||||
Mandatorily redeemable Preferred | |||||||||||||||||
Securities | - | 9,338 | 12,450 | 12,450 | 12,450 | ||||||||||||
Other interest expense | |||||||||||||||||
and amortization | 13,563 | 3,912 | 3,760 | 5,188 | 2,927 | ||||||||||||
Total fixed charges | 90,750 | 83,483 | 95,452 | 121,781 | 96,129 | ||||||||||||
Earnings before taxes on | |||||||||||||||||
income and fixed charges | $ | 318,738 | $ | 352,923 | $ | 285,310 | $ | 34,726 | $ | 180,484 | |||||||
Ratio of earnings to fixed charges | 3.51 | 4.23 | 2.99 | (a) | 1.88 | ||||||||||||
(a) An $87.1 million deficiency in earnings caused the ratio of earnings to fixed charges to be less than a one- | |||||||||||||||||
to-one coverage. A $195.8 million net write-off before income taxes related to the bankruptcy filing of DTI | |||||||||||||||||
was recorded in 2001. |
Exhibit 21.1
Subsidiaries of Great Plains Energy Incorporated (1)
|
|
|
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Kansas City Power & Light Company |
Missouri |
|
|
Innovative Energy Consultants Inc. |
Missouri |
|
|
KLT Inc. |
Missouri |
|
|
KLT Energy Services Inc. |
Missouri |
|
|
Custom Energy Holdings, L.L.C. |
Delaware |
|
|
Strategic Energy, L.L.C. |
Delaware |
|
|
(1) Certain subsidiaries of Great Plains Energy Incorporated have been omitted pursuant to Item 601(b)(21)(ii) of Regulation S-K. The indentation of the subsidiaries indicates ownership relationship to Great Plains Energy Incorporated.
Exhibit 23.1.a
CONSENT OF COUNSEL
As Executive Vice President-Corporate and Shared Services and Secretary of Great Plains Energy Incorporated, I have reviewed the statements as to matters of law and legal conclusions in the Annual Report on Form 10-K for the fiscal year ended December 31, 2004, and consent to the incorporation by reference of such statements in the Company's previously-filed Form S-3 Registration Statements (Registration No. 333-97263, Registration No. 333-87190 and Registration No. 333-114486) and Form S-8 Registration Statements (Registration No. 33-45618, Registration No. 333-98781 and Registration No. 333-120172).
/s/Jeanie Sell Latz
Jeanie Sell Latz
Kansas City, Missouri
March 7, 2005
Exhibit 23.1.b
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-97263 and 333-114486 on Form S-3, Amendment No. 1 to Registration Statement No. 333-87190 on Form S-3 and Registration Nos. 333-98781, 333-120172 and 33-45618 on Form S-8 of our reports dated March 4, 2005, relating to the consolidated financial statements and financial statement schedules of Great Plains Energy Incorporated and subsidiaries (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of new accounting principles) and managements report of the effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K of Great Plains Energy Incorporated for the year ended December 31, 2004.
/s/Deloitte & Touche LLP
Kansas City, Missouri
March 4, 2005
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Michael J. Chesser or Jeanie Sell Latz, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K, and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of February 2005.
/s/David L. Bodde |
STATE OF MISSOURI |
) |
|
On this 1st day of February 2005, before me the undersigned, a Notary Public, personally appeared David L. Bodde, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman |
My Commission Expires:
April 8, 2008
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Michael J. Chesser or Jeanie Sell Latz, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K, and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 9th day of February 2005.
/s/Mark A. Ernst |
STATE OF MISSOURI |
) |
|
On this 9th day of February 2005, before me the undersigned, a Notary Public, personally appeared Mark A. Ernst, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
/s/Paula C. Panarisi |
My Commission Expires:
12-25-08
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Michael J. Chesser or Jeanie Sell Latz, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K, and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of February 2005.
/s/Randall C. Ferguson, Jr. |
STATE OF MISSOURI |
) |
|
On this 1st day of February 2005, before me the undersigned, a Notary Public, personally appeared Randall C. Ferguson, Jr., to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman |
My Commission Expires:
April 8, 2008
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Michael J. Chesser or Jeanie Sell Latz, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K, and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of February 2005.
/s/William K. Hall |
STATE OF MISSOURI |
) |
|
On this 1st day of February 2005, before me the undersigned, a Notary Public, personally appeared William K. Hall, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman |
My Commission Expires:
April 8, 2008
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Michael J. Chesser or Jeanie Sell Latz, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K, and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of February 2005.
/s/Luis A. Jimenez |
STATE OF MISSOURI |
) |
|
On this 1st day of February 2005, before me the undersigned, a Notary Public, personally appeared Luis A. Jimenez, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman |
My Commission Expires:
April 8, 2008
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Michael J. Chesser or Jeanie Sell Latz, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K, and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of February 2005.
/s/James A. Mitchell |
STATE OF MISSOURI |
) |
|
On this 1st day of February 2005, before me the undersigned, a Notary Public, personally appeared James A. Mitchell, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman |
My Commission Expires:
April 8, 2008
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Michael J. Chesser or Jeanie Sell Latz, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K, and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of February 2005.
/s/William C. Nelson |
STATE OF MISSOURI |
) |
|
On this 1st day of February 2005, before me the undersigned, a Notary Public, personally appeared William C. Nelson, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman |
My Commission Expires:
April 8, 2008
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Michael J. Chesser or Jeanie Sell Latz, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K, and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of February 2005.
/s/Linda H. Talbott |
STATE OF MISSOURI |
) |
|
On this 1st day of February 2005, before me the undersigned, a Notary Public, personally appeared Linda H. Talbott, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman |
My Commission Expires:
April 8, 2008
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Michael J. Chesser or Jeanie Sell Latz, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K, and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of February 2005.
/s/Robert H. West |
STATE OF MISSOURI |
) |
|
On this 1st day of February 2005, before me the undersigned, a Notary Public, personally appeared Robert H. West, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman |
My Commission Expires:
April 8, 2008
Exhibit 31.1.a
CERTIFICATIONS
I, Michael J. Chesser, certify that:
1. |
I have reviewed this annual report on Form 10-K of Great Plains Energy Incorporated; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report: |
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4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
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5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
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Date: |
March 7, 2005 |
/s/Michael J. Chesser |
|
Michael J. Chesser |
Exhibit 31.1.b
CERTIFICATIONS
I, Andrea F. Bielsker, certify that:
1. |
I have reviewed this annual report on Form 10-K of Great Plains Energy Incorporated; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
||
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report: |
||
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|
||
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
||
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||
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
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(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
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5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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|
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
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Date: |
March 7, 2005 |
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/s/Andrea F. Bielsker |
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Andrea F. Bielsker |
Exhibit 32.1
Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 10-K of Great Plains Energy Incorporated (the "Company") for the annual period ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Michael J. Chesser, as Chairman of the Board and Chief Executive Officer of the Company, and Andrea F. Bielsker, as Senior Vice President - Finance, Chief Financial Officer and Treasurer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his or her knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/Michael J. Chesser |
|
Name: |
Michael J. Chesser |
Date: |
March 7, 2005 |
/s/Andrea F. Bielsker |
|
Name: |
Andrea F. Bielsker |
Date: |
March 7, 2005 |
This certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document. This certification shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liability under that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except to the extent this Exhibit 32.1 is expressly and specifically incorporated by reference in any such filing.
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Great Plains Energy Incorporated and will be retained by Great Plains Energy Incorporated and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 10.2.h
CREDIT AGREEMENT
Dated as of December 15, 2004
among
KANSAS CITY POWER & LIGHT COMPANY,
CERTAIN LENDERS,
BANK OF AMERICA, N.A.,
as Syndication Agent,
and
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
BANC OF AMERICA SECURITIES LLC
and
J.P. MORGAN SECURITIES, INC.
Joint Lead Arrangers and Joint Book Runners
ARTICLE I |
|
DEFINITIONS |
|
1 |
|
1.1 |
|
Definitions |
|
1 |
|
1.2 |
|
Accounting Principles |
|
12 |
|
1.3 |
|
Letter of Credit Amounts |
|
12 |
|
ARTICLE II |
|
THE CREDITS |
|
12 |
|
2.1 |
|
Commitment |
|
12 |
|
2.2 |
|
Required Payments; Termination |
|
13 |
|
2.3 |
|
Ratable Loans |
|
13 |
|
2.4 |
|
Types of Advances; Minimum Amount |
|
13 |
|
2.5 |
|
Facility Fee; Utilization Fee |
|
13 |
|
2.6 |
|
Changes in Aggregate Commitment |
|
13 |
|
2.7 |
|
Optional Prepayments |
|
14 |
|
2.8 |
|
Method of Selecting Types and Interest Periods for New Advances |
|
14 |
|
2.9 |
|
Conversion and Continuation of Outstanding Advances |
|
15 |
|
2.10 |
|
Changes in Interest Rate, etc. |
|
15 |
|
2.11 |
|
Rates Applicable After Default |
|
16 |
|
2.12 |
|
Method of Payment |
|
16 |
|
2.13 |
|
Noteless Agreement; Evidence of Indebtedness |
|
16 |
|
2.14 |
|
Telephonic Notices |
|
17 |
|
2.15 |
|
Interest Payment Dates; Interest and Fee Basis |
|
17 |
|
2.16 |
|
Notification of Advances, Interest Rates, Prepayments and Commitment Reductions |
|
18 |
|
2.17 |
|
Lending Installations |
|
18 |
|
2.18 |
|
Non-Receipt of Funds by the Administrative Agent |
|
18 |
|
2.19 |
|
Letters of Credit |
|
18 |
|
ARTICLE III |
|
YIELD PROTECTION; TAXES |
|
22 |
|
3.1 |
|
Yield Protection |
|
22 |
|
3.2 |
|
Changes in Capital Adequacy Regulations |
|
23 |
|
3.3 |
|
Availability of Types of Advances |
|
24 |
|
3.4 |
|
Funding Indemnification |
|
24 |
-i-
3.5 |
|
Taxes |
|
24 |
|
3.6 |
|
Lender Statements; Survival of Indemnity |
|
26 |
|
ARTICLE IV |
|
CONDITIONS PRECEDENT |
|
26 |
|
4.1 |
|
Initial Credit Extension |
|
26 |
|
4.2 |
|
Each Credit Extension |
|
27 |
|
ARTICLE V |
|
REPRESENTATIONS AND WARRANTIES |
|
28 |
|
5.1 |
|
Existence and Standing |
|
28 |
|
5.2 |
|
Authorization and Validity |
|
29 |
|
5.3 |
|
No Conflict; Government Consent |
|
29 |
|
5.4 |
|
Financial Statements |
|
29 |
|
5.5 |
|
Material Adverse Change |
|
29 |
|
5.6 |
|
Taxes |
|
29 |
|
5.7 |
|
Litigation; etc. |
|
30 |
|
5.8 |
|
ERISA |
|
30 |
|
5.9 |
|
Accuracy of Information |
|
30 |
|
5.10 |
|
Regulation U |
|
30 |
|
5.11 |
|
Material Agreements |
|
30 |
|
5.12 |
|
Compliance With Laws |
|
30 |
|
5.13 |
|
Ownership of Properties |
|
31 |
|
5.14 |
|
Plan Assets; Prohibited Transactions |
|
31 |
|
5.15 |
|
Environmental Matters |
|
31 |
|
5.16 |
|
Investment Company Act |
|
31 |
|
5.17 |
|
Public Utility Holding Company Act |
|
31 |
|
5.18 |
|
Pari Passu Indebtedness |
|
31 |
|
5.19 |
|
Solvency |
|
31 |
|
ARTICLE VI |
|
COVENANTS |
|
32 |
|
6.1 |
|
Financial Reporting |
|
32 |
|
6.2 |
|
Permits, Etc. |
|
33 |
|
6.3 |
|
Use of Proceeds |
|
33 |
|
6.4 |
|
Notice of Default |
|
33 |
-ii-
6.5 |
|
Conduct of Business |
|
33 |
|
6.6 |
|
Taxes |
|
34 |
|
6.7 |
|
Insurance |
|
34 |
|
6.8 |
|
Compliance with Laws |
|
34 |
|
6.9 |
|
Maintenance of Properties; Books of Record |
|
34 |
|
6.10 |
|
Inspection |
|
34 |
|
6.11 |
|
Consolidations, Mergers and Sale of Assets |
|
35 |
|
6.12 |
|
Liens |
|
35 |
|
6.13 |
|
Affiliates |
|
37 |
|
6.14 |
|
ERISA |
|
37 |
|
6.15 |
|
Total Indebtedness to Total Capitalization |
|
38 |
|
6.16 |
|
Restrictions on Subsidiary Dividends |
|
38 |
|
ARTICLE VII |
|
DEFAULTS |
|
38 |
|
ARTICLE VIII |
|
ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES |
|
40 |
|
8.1 |
|
Acceleration; Letter of Credit Account |
|
40 |
|
8.2 |
|
Amendments |
|
41 |
|
8.3 |
|
Preservation of Rights |
|
41 |
|
ARTICLE IX |
|
GENERAL PROVISIONS |
|
42 |
|
9.1 |
|
Survival of Representations |
|
42 |
|
9.2 |
|
Governmental Regulation |
|
42 |
|
9.3 |
|
Headings |
|
42 |
|
9.4 |
|
Entire Agreement |
|
42 |
|
9.5 |
|
Several Obligations; Benefits of this Agreement |
|
42 |
|
9.6 |
|
Expenses; Indemnification |
|
42 |
|
9.7 |
|
Numbers of Documents |
|
43 |
|
9.8 |
|
Accounting |
|
43 |
|
9.9 |
|
Severability of Provisions |
|
43 |
|
9.10 |
|
Nonliability of Lenders |
|
43 |
|
9.11 |
|
Limited Disclosure |
|
44 |
|
9.12 |
|
USA PATRIOT ACT NOTIFICATION |
|
44 |
-iii-
9.13 |
|
Nonreliance |
|
44 |
|
ARTICLE X |
|
THE ADMINISTRATIVE AGENT |
|
45 |
|
10.1 |
|
Appointment; Nature of Relationship |
|
45 |
|
10.2 |
|
Powers |
|
45 |
|
10.3 |
|
General Immunity |
|
45 |
|
10.4 |
|
No Responsibility for Loans, Recitals, etc. |
|
45 |
|
10.5 |
|
Action on Instructions of Lenders |
|
46 |
|
10.6 |
|
Employment of Agents and Counsel |
|
46 |
|
10.7 |
|
Reliance on Documents; Counsel |
|
46 |
|
10.8 |
|
Administrative Agent's Reimbursement and Indemnification |
|
46 |
|
10.9 |
|
Notice of Default |
|
47 |
|
10.10 |
|
Rights as a Lender |
|
47 |
|
10.11 |
|
Lender Credit Decision |
|
47 |
|
10.12 |
|
Successor Administrative Agent |
|
48 |
|
10.13 |
|
Administrative Agent's and Arrangers' Fees |
|
48 |
|
10.14 |
|
Delegation to Affiliates |
|
48 |
|
ARTICLE XI |
|
SETOFF; RATABLE PAYMENTS |
|
49 |
|
11.1 |
|
Setoff |
|
49 |
|
11.2 |
|
Ratable Payments |
|
49 |
|
ARTICLE XII |
|
BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS |
|
49 |
|
12.1 |
|
Successors and Assigns |
|
49 |
|
12.2 |
|
Participations |
|
50 |
|
|
|
12.2.1 |
Permitted Participants; Effect |
|
50 |
|
|
12.2.2 |
Voting Rights |
|
50 |
|
|
12.2.3 |
Benefit of Setoff |
|
50 |
12.3 |
|
Assignments |
|
50 |
|
|
|
12.3.1 |
Permitted Assignments |
|
51 |
|
|
12.3.2 |
Effect of Assignment; Effective Date |
|
51 |
|
|
12.3.3 |
Resignation as Issuer |
|
51 |
12.4 |
|
Dissemination of Information |
|
52 |
-iv-
12.5 |
|
Tax Treatment |
|
52 |
|
ARTICLE XIII |
|
NOTICES |
|
52 |
|
13.1 |
|
Notices |
|
52 |
|
13.2 |
|
Change of Address |
|
52 |
|
ARTICLE XIV |
|
COUNTERPARTS |
|
53 |
|
ARTICLE XV |
|
OTHER AGENTS |
|
53 |
|
ARTICLE XVI |
|
CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL |
|
53 |
|
16.1 |
|
CHOICE OF LAW |
|
53 |
|
16.2 |
|
CONSENT TO JURISDICTION |
|
53 |
|
16.3 |
|
WAIVER OF JURY TRIAL |
|
54 |
-v-
CREDIT AGREEMENT
This Credit Agreement dated as of December 15, 2004 is among Kansas City Power & Light Company, a Missouri corporation, the Lenders, Bank of America, N.A., as Syndication Agent, The Bank of Tokyo-Mitsubishi, Ltd., Wachovia Bank, National Association and BNP Paribas, as Co-Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent. The parties hereto agree as follows:
"Administrative Agent" means JPMorgan in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article X.
"Advance" means a borrowing hereunder (or conversion or continuation thereof) consisting of the aggregate amount of the several Loans made on the same Borrowing Date (or date of conversion or continuation) by the Lenders to the Borrower of the same Type and, in the case of Eurodollar Advances, for the same Interest Period.
"Affiliate" of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or by contract or otherwise.
"Agents" means, collectively, the Administrative Agent and the Syndication Agent, and "Agent" means either of them.
"Aggregate Commitment" means the aggregate of the Commitments of all Lenders, as changed from time to time pursuant to the terms hereof.
"Aggregate Outstanding Credit Exposure" means, at any time, the aggregate of the Outstanding Credit Exposure of all Lenders.
"Agreement" means this credit agreement, as it may be amended or modified and in effect from time to time.
"Alternate Base Rate" means, for any day, a rate of interest per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of the Federal Funds Effective Rate for such day plus 1/2% per annum.
1
"Applicable Margin" means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule.
"Approved Fund" means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
"Arrangers" means J.P. Morgan Securities, Inc. and Banc of America Securities LLC, and "Arranger" means either of them.
"Article" means an article of this Agreement unless another document is specifically referenced.
"Assignment Agreement" means an assignment agreement substantially in the form of Exhibit C.
"Attributable Indebtedness" means, on any date, (i) in respect of any Capitalized Lease Obligation of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (ii) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capitalized Lease.
"Authorized Officer" means any of the President, any Vice President, the chief financial officer or the Treasurer of the Borrower, in each case acting singly.
"Borrower" means Kansas City Power & Light Company, a Missouri corporation, and its permitted successors and assigns.
"Borrowing Date" means a date on which an Advance is made hereunder.
"Borrowing Notice" is defined in Section 2.8.
"Business Day" means (i) with respect to any borrowing, payment or rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago and New York City for the conduct of substantially all of their commercial lending activities and on which dealings in United States dollars are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago and New York City for the conduct of substantially all of their commercial lending activities.
"Capitalized Lease" of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.
2
"Capitalized Lease Obligations" of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with GAAP.
"Change of Control" means an event or series of events by which:
(i) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of Great Plains or its Subsidiaries, or any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of 33 1/3% or more of the equity interests of Great Plains; or
(ii) during any period of 12 consecutive months (or such lesser period of time as shall have elapsed since the formation of Great Plains), a majority of the members of the board of directors or other equivalent governing body of Great Plains ceases to be composed of individuals (x) who were members of that board or equivalent governing body on the first day of such period, (y) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (x) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (z) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (x) and (y) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.
"Code" means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.
"Commitment" means, for each Lender, the obligation of such Lender to make Loans and to participate in Letters of Credit in an aggregate amount not exceeding the amount set forth on Schedule I hereto or as set forth in any Assignment Agreement relating to any assignment that has become effective pursuant to Section 12.3.2, as such amount may be modified from time to time pursuant to the terms hereof.
"Consolidated Net Income" means, for any period, for the Borrower and its Consolidated Subsidiaries, the net income of the Borrower and its Consolidated Subsidiaries from continuing operations, excluding extraordinary items for that period.
"Consolidated Subsidiaries" means all Subsidiaries of the Borrower that are (or should be) included when preparing the consolidated financial statements of the Borrower.
"Consolidated Tangible Net Worth" means, as of any date of determination, for the Borrower and its Consolidated Subsidiaries, Shareholders' Equity of the Borrower and its Consolidated Subsidiaries on that date minus the Intangible Assets of the Borrower and its Consolidated Subsidiaries on that date.
3
"Contingent Obligation" of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss.
"Controlled Group" means all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code.
"Conversion/Continuation Notice" is defined in Section 2.9.
"Credit Extension" means the making of an Advance or the issuance of a Letter of Credit.
"Default" means an event described in Article VII.
"Environmental Laws" means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to (i) the protection of the environment, (ii) the effect of the environment on human health, (iii) emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastes into surface water, ground water or land, or (iv) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the clean-up or other remediation thereof.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.
"Eurodollar Advance" means an Advance which bears interest at the applicable Eurodollar Rate.
"Eurodollar Base Rate" means, with respect to a Eurodollar Advance for the relevant Interest Period, the applicable British Bankers' Association Interest Settlement Rate for deposits in U.S. dollars as reported by any generally recognized financial information service as of 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period; provided that if no such British Bankers' Association Interest Settlement Rate is available to the Administrative Agent, the applicable Eurodollar Base Rate for the relevant Interest Period shall instead be the rate determined by the Administrative Agent to be the rate at which JPMorgan or one of its Affiliate banks offers to place deposits in U.S. dollars with first-class banks in the London interbank market at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, in the approximate amount of JP Morgan's relevant Eurodollar Loan and having a maturity equal to such Interest Period.
"Eurodollar Loan" means a Loan which bears interest at the applicable Eurodollar Rate.
4
"Eurodollar Rate" means, with respect to a Eurodollar Advance or Eurodollar Loan for the relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base Rate applicable to such Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus (ii) the Applicable Margin. The Eurodollar Rate shall be rounded to the next higher multiple of 1/16 of 1% if the rate is not such a multiple.
"Excluded Taxes" means, in the case of each Lender or applicable Lending Installation and the Administrative Agent, taxes imposed on its overall net income, and franchise taxes imposed on it, by (i) the jurisdiction under the laws of which such Lender or the Administrative Agent is incorporated or organized or (ii) the jurisdiction in which the Administrative Agent's or such Lender's principal executive office or such Lender's applicable Lending Installation is located.
"Exhibit" refers to an exhibit to this Agreement, unless another document is specifically referenced.
"Existing Credit Facilities" means the following facilities between the Borrower and the indicated banks: (i) line of credit agreement with Bank of New York dated as of October 1, 2004 in the maximum principal amount of $20,000,000; (ii) line of credit agreement with JPMorgan Chase Bank, N.A. (as successor to Bank One, NA) dated as of March 30, 2004 in the maximum principal amount of $35,000,000; (iii) line of credit agreement with The Bank of Tokyo-Mitsubishi Ltd. dated as of October 25, 2004 in the maximum principal amount of $20,000,000; (iv) line of credit agreement with Commerce Bank, NA dated as of June 29, 2004 in the maximum principal amount of $20,000,000; (v) line of credit agreement with First National Bank of Kansas dated as of July 22, 2004 in the maximum principal amount of $15,000,000; (vi) line of credit agreement with Gold Bank dated as of June 29, 2004 in the maximum principal amount of $20,000,000; and (vii) line of credit agreement with UMB Bank, N.A. dated as of June 15, 2004 in the maximum principal amount of $20,000,000.
"Facility Fee Rate" means, at any time, the percentage rate per annum at which facility fees are accruing at such time as set forth in the Pricing Schedule.
"Facility Termination Date" means December 15, 2009 or any earlier date on which the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.
"Federal Funds Effective Rate" means, for any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 11:00 a.m. (New York City time) on such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent in its sole discretion.
"Floating Rate" means, for any day, a rate per annum equal to the sum of (i) the Alternate Base Rate for such day plus (ii) the Applicable Margin, in each case changing when and as the Alternate Base Rate changes.
5
"Floating Rate Advance" means an Advance which bears interest at the Floating Rate.
"Floating Rate Loan" means a Loan which bears interest at the Floating Rate.
"FRB" means the Board of Governors of the Federal Reserve System.
"GAAP" means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements of the Financial Accounting Standards Board.
"Great Plains" means Great Plains Energy Incorporated, a Missouri corporation.
"including" means "including without limiting the generality of the following".
"Indebtedness" means, as to any Person at a particular time, all of the following, without duplication, to the extent recourse may be had to the assets or properties of such Person in respect thereof: (i) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (ii) any direct or contingent obligations of such Person in the aggregate in excess of $2,000,000 arising under letters of credit (including standby and commercial), banker's acceptances, bank guaranties, surety bonds and similar instruments; (iii) net obligations of such Person under Swap Contracts; (iv) all obligations of such Person to pay the deferred purchase price of property or services (except trade accounts payable arising, and accrued expenses incurred, in the ordinary course of business), and indebtedness (excluding prepaid interest thereon) secured by a Lien on pro perty owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (v) Capitalized Lease Obligations and Synthetic Lease Obligations of such Person; and (vi) all Contingent Obligations of such Person in respect of any of the foregoing.
For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, unless such Indebtedness is non-recourse to such Person. It is understood and agreed that Indebtedness (including Contingent Obligations) shall not include any obligations of the Borrower with respect to subordinated, deferrable interest debt securities, and any related securities issued by a trust or other special purpose entity in connection therewith, as long as the maturity date of such debt is subsequent to the Facility Termination Date; provided that the amount of mandatory principal amortization or defeasance of such debt prior to the Facility Termination Date shall be included in this definition of Indebtedness. The amount of any Capitalized Lease Obligation or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.
"Interest Period" means, with respect to a Eurodollar Advance, a period of one, two, three or six months commencing on a Business Day selected by the Borrower pursuant to this Agreement. Such Interest Period shall end on the day which corresponds numerically to such date one, two, three or six months thereafter; provided that if there is no such numerically corresponding day in such next, second, third or sixth succeeding month, such Interest Period shall end on the last Business Day of such next, second, third or sixth succeeding month. If an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day; provided that if said next succeeding Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day.
6
"Issuer" means each of JPMorgan, Bank of America, N.A. and any other Lender approved by the Borrower and the Administrative Agent, in each case in its capacity as an issuer of Letters of Credit hereunder.
"Issuer Documents" means with respect to any Letter of Credit, the Letter Credit Application and any other document, agreement and instrument entered into by the applicable Issuer and the Borrower or in favor of the applicable Issuer and relating to such Letter of Credit.
"JPMorgan" means JPMorgan Chase Bank, N.A. in its individual capacity, and its successors.
"LC Collateral Account" is defined in Section 2.19(k).
"Lease Trust" means the special purpose entity that entered into a synthetic lease arrangement with the Borrower in 2001 to finance the purchase, installation, assembly and construction of five combustion turbines and related property and equipment.
"Lenders" means the lending institutions listed on the signature pages of this Agreement and their respective successors and assigns.
"Lending Installation" means, with respect to a Lender or the Administrative Agent, the office, branch, subsidiary or affiliate of such Lender or the Administrative Agent listed on the signature pages hereof or on a Schedule or otherwise selected by such Lender or the Administrative Agent pursuant to Section 2.17.
"Letter of Credit" is defined in Section 2.19(a).
"Letter of Credit Application" is defined in Section 2.19(c).
"Letter of Credit Fee" is defined in Section 2.19(d).
"Letter of Credit Fee Rate" means, at any time, the percentage rate per annum applicable to Letter of Credit Fees at such time as set forth in the Pricing Schedule.
"Letter of Credit Obligations" means, at any time, the sum, without duplication, of (i) the aggregate undrawn stated amount of all Letters of Credit at such time plus (ii) the aggregate unpaid amount of all Reimbursement Obligations at such time.
"Lien" means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).
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"Loan" means, with respect to a Lender, such Lender's loans made pursuant to Article II (or any conversion or continuation thereof).
"Loan Documents" means this Agreement, each Note issued pursuant to Section 2.13, each Letter of Credit and each Letter of Credit Application.
"Material Adverse Effect" means a material adverse effect on (i) the business, Property, condition (financial or otherwise), results of operations, or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform its obligations under the Loan Documents or (iii) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Agents, the Lenders or the Issuers thereunder.
"Material Indebtedness" is defined in Section 7.5.
"Modification" and "Modify" are defined in Section 2.19(a).
"Moody's" means Moody's Investors Service, Inc.
"Multiemployer Plan" means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the Borrower or any member of the Controlled Group is a party to which more than one employer is obligated to make contributions.
"Non-U.S. Lender" is defined in Section 3.5(iv).
"Note" is defined in Section 2.13.
"Obligations" means all unpaid principal of and accrued and unpaid interest on the Loans, all Reimbursement Obligations and accrued and unpaid interest thereon, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Borrower to any Lender, any Issuer, either Agent or any indemnified party arising under any Loan Document.
"Other Taxes" is defined in Section 3.5(ii).
"Outstanding Credit Exposure" means, as to any Lender at any time, the sum of (i) the aggregate principal amount of its Loans outstanding at such time, plus (ii) its Pro Rata Share of the Letter of Credit Obligations at such time.
"Participants" is defined in Section 12.2.1.
"Payment Date" means the last Business Day of each March, June, September and December.
"PBGC" means the Pension Benefit Guaranty Corporation, or any successor thereto.
"Person" means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.
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"Plan" means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which the Borrower or any member of the Controlled Group may have any liability.
"Pricing Schedule" means the Schedule attached hereto identified as such.
"Prime Rate" means a rate per annum equal to the prime rate of interest announced by JPMorgan from time to time (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.
"Property" of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.
"Pro Rata Share" means, with respect to any Lender on any date of determination, the percentage which the amount of such Lender's Commitment is of the Aggregate Commitment (or, if the Commitments have terminated, which such Lender's Outstanding Credit Exposure is of the Aggregate Outstanding Credit Exposure) as of such date. For purposes of determining liability for any indemnity obligation under Section 2.19(j) or 10.8, each Lender's Pro Rata Share shall be determined as of the date the applicable Issuer or the Administrative Agent notifies the Lenders of such indemnity obligation (or, if such notice is given after termination of this Agreement, as of the date of such termination).
"PUHCA" means the Public Utility Holding Company Act of 1935, as amended.
"Purchasers" is defined in Section 12.3.1.
"Regulation D" means Regulation D of the FRB as from time to time in effect and any successor thereto or other regulation or official interpretation of the FRB relating to reserve requirements applicable to member banks of the Federal Reserve System.
"Regulation U" means Regulation U of the FRB as from time to time in effect and any successor or other regulation or official interpretation of the FRB relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.
"Reimbursement Obligations" means, at any time, the aggregate of all obligations of the Borrower then outstanding under Section 2.19 to reimburse the Issuers for amounts paid by the Issuers in respect of any one or more drawings under Letters of Credit.
"Reportable Event" means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event; provided that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.
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"Required Lenders" means Lenders in the aggregate having more than 50% of the Aggregate Commitment or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding more than 50% of the Aggregate Outstanding Credit Exposure.
"Reserve Requirement" means, with respect to an Interest Period, the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed under Regulation D on Eurocurrency liabilities.
"S&P" means Standard and Poor's Ratings Services, a division of The McGraw Hill Companies, Inc.
"Schedule" refers to a specific schedule to this Agreement, unless another document is specifically referenced.
"SEC" means the Securities and Exchange Commission.
"SEC Order" means the order issued by the SEC to the Borrower and various Affiliates dated December 29, 2003 (Release No. 35-27784; 70-9861), or an extension, renewal or replacement of such order in form and substance satisfactory to the Lenders.
"Section" means a numbered section of this Agreement, unless another document is specifically referenced.
"Shareholders' Equity" means, as of any date of determination for the Borrower and its Consolidated Subsidiaries on a consolidated basis, shareholders' equity as of that date determined in accordance with GAAP.
"Significant Subsidiary" means, at any time, each Subsidiary which (i) as of the date of determination, owns consolidated assets equal to or greater than 15% of the consolidated assets of the Borrower and its Subsidiaries or (ii) which had consolidated net income from continuing operations (excluding extraordinary items) during the four most recently ended fiscal quarters equal to or greater than 15% of Consolidated Net Income during such period.
"Single Employer Plan" means a Plan maintained by the Borrower or any member of the Controlled Group for employees of the Borrower or any member of the Controlled Group.
"Subsidiary" of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, (ii) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled; or (iii) any other Person the operations and/or financial results of which are required to be consolidated with those of such first Person in accordance with GAAP; provided that, except as used in the definition of "Consolidated Subsidiary", the Lease Trust shall be deemed not to be a Subsidiary of the Borrower. Unless otherwise expressly stated, all references herein to a "Subsidiary" shall mean a Subsidiary of the Borrower.
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"Substantial Portion" means, with respect to the Property of the Borrower and its Subsidiaries, Property which (i) represents more than 10% of the consolidated assets of the Borrower and its Consolidated Subsidiaries as would be shown in the consolidated financial statements of the Borrower and its Consolidated Subsidiaries as at the beginning of the twelve-month period ending with the month in which such determination is made, or (ii) is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Borrower and its Consolidated Subsidiaries as reflected in the financial statements referred to in clause (i) above.
"Swap Contract" means (i) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transaction, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master a greement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a "Master Agreement"), including any such obligations or liabilities under any Master Agreement.
"Syndication Agent" means Bank of America, N.A. in its capacity as syndication agent hereunder, and not in its individual capacity as a Lender, and any successor thereto.
"Synthetic Lease Obligation" means the monetary obligation of a Person under (i) a so-called synthetic or off-balance sheet or tax retention lease, or (ii) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).
"Taxes" means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes.
"34 Act Reports" means the periodic reports of the Borrower filed with the SEC on Forms 10K, 10Q and 8K (or any successor forms thereto).
"Total Capitalization" means Total Indebtedness of the Borrower and its Consolidated Subsidiaries plus the sum of (i) Shareholder's Equity (without giving effect to the application of FASB Statement No. 133 or 149) and (ii) to the extent not otherwise included in Indebtedness or Shareholder's Equity, preferred and preference stock and securities of the Borrower and its Subsidiaries included in a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries in accordance with GAAP.
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"Total Indebtedness" means all Indebtedness of the Borrower and its Consolidated Subsidiaries on a consolidated basis (and without duplication), excluding Indebtedness arising under Swap Contracts entered into in the ordinary course of business to hedge bona fide transactions and business risks and not for speculation.
"Transferee" is defined in Section 12.4.
"Type" means, with respect to any Advance, its nature as a Floating Rate Advance or a Eurodollar Advance.
"Unmatured Default" means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.
"Utilization Fee Rate" means, at any time, the percentage rate per annum at which utilization fees are accruing at such time as set forth in the Pricing Schedule.
"Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of the outstanding voting securities of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, limited liability company, association, joint venture or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.
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2.6 Changes in Aggregate Commitment.
(a) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders (according to their respective Pro Rata Shares) in integral multiples of $5,000,000, upon at least three Business Days' prior written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure. All accrued facility fees and utilization fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder.
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(b) The Borrower may, from time to time so long as no Default or Unmatured Default exists, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit F, request that the Aggregate Commitment be increased by up to $50,000,000 in the aggregate by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) adding one or more commercial banks or other Persons as a party hereto (each an "Additional Lender") with a Commitment in an amount agreed to by any such Additional Lender; provided that no Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld). Any increase in the Aggregate Commitment pursuant to this clause (b) shall be effective three Business Days after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit F (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit F (in the case of the addition of a commercial bank or other Person as a new Lender). The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the amount of the Aggregate Commitment pursuant to this clause (b) and of the Commitment of each Lender after giving effect thereto. The Borrower acknowledges that, in order to maintain Advances in accordance with each Lender's pro-rata share of all outstanding Advances prior to any increase in the Aggregate Commitment pursuant to this clause (b), a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitment may require prepayment of all or portions of certain Advances on the date of such increase (and any such prepayment shall be subject to the provisions of Se ction 3.4).
(a) The Borrower may from time to time prepay Floating Rate Advances upon one Business Day's prior notice to the Administrative Agent, without penalty or premium. Each partial prepayment of Floating Rate Advances shall be in an aggregate amount of $1,000,000 or an integral multiple thereof.
(a) The Borrower may from time to time prepay Eurodollar Advances (subject to the payment of any funding indemnification amounts required by Section 3.4) upon three Business Days' prior notice to the Administrative Agent, without penalty or premium. Each partial prepayment of Eurodollar Advances shall be in an aggregate amount of $5,000,000 or a higher integral multiple of $1,000,000.
(b) All prepayments of Advances shall be applied ratably to the Loans of the Lenders in accordance with their respective Pro Rata Shares.
(i) the Borrowing Date, which shall be a Business Day, of such Advance,
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(ii) the aggregate amount of such Advance,
(iii) the Type of Advance selected, and
(iv) in the case of each Eurodollar Advance, the Interest Period applicable thereto.
Not later than 1:00 p.m. (New York City time) on each Borrowing Date, each Lender shall make available its Loan or Loans in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. The Administrative Agent will make the funds so received from the Lenders available to the Borrower at the Administrative Agent's aforesaid address.
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the aggregate amount and Type of the Advance which is to be converted or continued, and
(iii) the amount of such Advance which is to be converted into or continued as a Eurodollar Advance and the duration of the Interest Period applicable thereto.
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2.13 Noteless Agreement; Evidence of Indebtedness.
(i) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.
(ii) The Administrative Agent shall also maintain accounts in which it will record (a) the amount of each Loan made hereunder, the Type thereof and the Interest Period with respect thereto, (b) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (c) the original stated amount of each Letter of Credit and the amount of Letter of Credit Obligations outstanding at any time and (d) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
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(iii) The entries maintained in the accounts maintained pursuant to clauses (i) and (ii) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with their terms.
(iv) Any Lender may request that its Loans be evidenced by a promissory note substantially in the form of Exhibit E (a "Note"). In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant to Section 12.3) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 12.3, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in clauses (i) and (ii) above.
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(a) Issuance. Each Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit (each a "Letter of Credit") and to extend, increase, decrease or otherwise modify Letters of Credit ("Modify," and each such action a "Modification") from time to time from and including the date of this Agreement and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Letter of Credit is issued or Modified, (i) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (ii) the aggregate outstanding amount of Letter of Credit Obligations shall not exceed $100,000,000. No Letter of Credit shall have an expiry date later than the date that is five days prior to the scheduled Facility Termination Date.
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(b) Participations. Upon the issuance or Modification by any Issuer of a Letter of Credit in accordance with this Section 2.19, such Issuer shall be deemed, without further action by any Person, to have unconditionally and irrevocably sold to each Lender, and each Lender shall be deemed, without further action by any Person, to have unconditionally and irrevocably purchased from such Issuer, a participation in such Letter of Credit (and each Modification thereof) and the related Letter of Credit Obligations in proportion to its Pro Rata Share.
(c) Notice. Subject to Section 2.19(a), the Borrower shall give the applicable Issuer and the Administrative Agent notice prior to 11:00 a.m. (New York City time) at least three Business Days (or such lesser period of time as such Issuer may agree in its sole discretion) prior to the proposed date of issuance or Modification of each Letter of Credit, specifying the beneficiary, the proposed date of issuance (or Modification) and the expiry date of such Letter of Credit, and describing the proposed terms of such Letter of Credit and the nature of the transactions proposed to be supported thereby. Upon receipt of such notice, the applicable Issuer shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender, of the contents thereof and of the amount of such Lender's participation in such proposed Letter of Credit. The issuance or Modification by an Issuer of any Letter of Cr edit shall, in addition to the conditions precedent set forth in Article IV (the satisfaction of which such Issuer shall have no duty to ascertain, it being understood, however, that such Issuer shall not issue any Letter of Credit if it has received written notice from the Borrower, the Administrative Agent or any Lender that any such condition precedent has not been satisfied), be subject to the conditions precedent that such Letter of Credit shall be satisfactory to such Issuer and that the Borrower shall have executed and delivered such application agreement and/or such other instruments and agreements relating to such Letter of Credit as such Issuer shall have reasonably requested (each a "Letter of Credit Application"). In the event of any conflict between the terms of this Agreement and the terms of any Letter of Credit Application, the terms of this Agreement shall control.
(d) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent, for the account of the Lenders ratably in accordance with their respective Pro Rata Shares, with respect to each Letter of Credit, a letter of credit fee (the "Letter of Credit Fee") at a per annum rate equal to the Letter of Credit Fee Rate in effect from time to time on the daily maximum amount available under such Letter of Credit, such fee to be payable in arrears on each Payment Date, on the Facility Termination Date and, if applicable, thereafter on demand. The Borrower shall also pay to each Issuer for its own account (x) a fronting fee in the amount agreed to by such Issuer and the Borrower from time to time, with such fee to be payable in arrears on each Payment Date, and (y) documentary and processing charges in connection with the issuance or Modification of and draws under Letters of Credit in accordance with such Issuer's standard schedul e for such charges as in effect from time to time.
(e) Administration; Reimbursement by Lenders. Upon receipt from the beneficiary of any Letter of Credit of any demand for payment under such Letter of Credit, the applicable Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each Lender of the amount to be paid by such Issuer as a result of such demand and the proposed payment date (the "Letter of Credit Payment Date"). The responsibility of any Issuer to the Borrower and each Lender shall be only to determine that the documents delivered under each Letter of Credit issued by such Issuer in connection with a demand for payment are in conformity in all material respects with such Letter of Credit. Each Issuer shall endeavor to exercise the same care in its issuance and administration of Letters of Credit as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by such Issuer, each Lender shall be unconditionally and irrevocably obligated, without regard to the occurrence of any Default or any condition precedent whatsoever, to reimburse such Issuer on demand for (i) such Lender's Pro Rata Share of the amount of each payment made by such Issuer under each Letter of Credit to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below, plus (ii) interest on the foregoing amount, for each day from the date of the applicable payment by such Issuer to the date on which such Issuer is reimbursed by such Lender for its Pro Rata Share thereof, at a rate per annum equal to the Federal Funds Effective Rate or, beginning on third Business Day after demand for such amount by such Issuer, the rate applicable to Floating Rate Advances.
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(f) Reimbursement by Borrower. The Borrower shall be irrevocably and unconditionally obligated to reimburse each Issuer through the Administrative Agent on or before the applicable Letter of Credit Payment Date for any amount to be paid by such Issuer upon any drawing under any Letter of Credit, without presentment, demand, protest or other formalities of any kind; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower which the Borrower proves were caused by (i) the willful misconduct or gross negligence of such Issuer in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (ii) such Issuer's failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. All such am ounts paid by an Issuer and remaining unpaid by the Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the rate applicable to Floating Rate Advances. The Administrative Agent will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Letter of Credit, but only to the extent such Lender made payment to the applicable Issuer in respect of such Letter of Credit pursuant to Section 2.19(e).
(g) Obligations Absolute. The Borrower's obligations under this Section 2.19 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against any Issuer, any Lender or any beneficiary of a Letter of Credit. The Borrower further agrees with the Issuers and the Lenders that neither any Issuer nor any Lender shall be responsible for, and the Borrower's Reimbursement Obligation in respect of any Letter of Credit shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among the Borrower, any of its Affiliates, the beneficiary of any Letter of Credit or any financing institution or other party to whom any Letter of Credit may be transferred or any claims or defenses whatsoever of the Borrower or of any of its Affiliates against the beneficiary of any Letter of Credit or any such transferee. No Issuer shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit. The Borrower agrees that any action taken or omitted by any Issuer or any Lender under or in connection with any Letter of Credit and the related drafts and documents, if done without gross negligence or willful misconduct, shall be binding upon the Borrower and shall not put any Issuer or any Lender under any liability to the Borrower. Nothing in this Section 2.19(g) is intended to limit the right of the Borrower to make a claim against any Issuer for damages as contemplated by the proviso to the first sentence of Section 2.19(f).
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(h) Actions of Issuers. Each Issuer shall be entitled to rely, and shall be fully protected in relying, upon any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by such Issuer. Each Issuer shall be fully justified in failing or refusing to take any action under this Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Notwithstanding any other provision of this Section 2.19, each Issuer shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and any future holder of a participation in any Letter of Credit issued by such Issuer.
(i) Indemnification. The Borrower agrees to indemnify and hold harmless each Lender, each Issuer and the Administrative Agent, and their respective directors, officers, agents and employees, from and against any and all claims and damages, losses, liabilities, costs or expenses which such Person may incur (or which may be claimed against such Person by any other Person whatsoever) by reason of or in connection with the issuance, execution and delivery or transfer of or payment or failure to pay under any Letter of Credit or any actual or proposed use of any Letter of Credit, including any claims, damages, losses, liabilities, costs or expenses which any Issuer may incur by reason of or in connection with (i) the failure of any other Lender to fulfill or comply with its obligations to such Issuer hereunder (but nothing herein contained shall affect any right the Borrower may have against any defaulting Lender) or (ii) b y reason of or on account of such Issuer issuing any Letter of Credit which specifies that the term "Beneficiary" therein includes any successor by operation of law of the named Beneficiary, but which Letter of Credit does not require that any drawing by any such successor Beneficiary be accompanied by a copy of a legal document, satisfactory to such Issuer, evidencing the appointment of such successor Beneficiary; provided that the Borrower shall not be required to indemnify any Person for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of any Issuer in determining whether a request presented under any Letter of Credit issued by such Issuer complied with the terms of such Letter of Credit or (y) any Issuer's failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. Nothing in this < U>Section 2.19(i) is intended to limit the obligations of the Borrower under any other provision of this Agreement.
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(j) Lenders' Indemnification. Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify each Issuer and its Affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and charges), claim, demand, action, loss or liability (except such as result from such indemnitees' gross negligence or willful misconduct or such Issuer's failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit) that such indemnitees may suffer or incur in connection with this Section 2.19 or any action taken or omitted by such indemnitees hereunder.
(k) LC Collateral Account. The Borrower agrees that it will establish on the Facility Termination Date (or on such earlier date as may be required pursuant to Section 8.1), and thereafter maintain so long as any Letter of Credit Obligation remains outstanding or any other amount is payable to any Issuer or the Lenders in respect of any Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the "LC Collateral Account") at the Administrative Agent's office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which the Borrower shall have no interest other than as set forth in Section 8.1. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Le nders and the Issuers, a security interest in all of the Borrower's right, title and interest in and to all funds which may from time to time be on deposit in the LC Collateral Account, to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the LC Collateral Account in certificates of deposit of JPMorgan having a maturity not exceeding 30 days. If funds are deposited in the LC Collateral Account pursuant to Section 2.2(b) and the provisions of Section 8.1 are not applicable, then the Administrative Agent shall release from the LC Collateral Account to the Borrower, upon the request of the Borrower, an amount equal to the excess (if any) of all funds in the LC Collateral Account over the Letter of Credit Obligations.
(l) Rights as a Lender. In its capacity as a Lender, each Issuer shall have the same rights and obligations as any other Lender.
ARTICLE III
YIELD PROTECTION; TAXES
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(i) subjects any Lender, any applicable Lending Installation or any Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its Eurodollar Loans or Letters of Credit or participations therein, or
(ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, any applicable Lending Installation or any Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or
(iii) imposes any other condition the result of which is to increase the cost to any Lender, any applicable Lending Installation or any Issuer of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Letters of Credit or reduces any amount receivable by any Lender, any applicable Lending Installation or any Issuer in connection with its Eurodollar Loans or Letters of Credit, or requires any Lender, any applicable Lending Installation or any Issuer to make any payment calculated by reference to the amount of Eurodollar Loans or Letters of Credit held or interest received by it, by an amount deemed material by such Lender or such Issuer, as the case may be,
and the result of any of the foregoing is to increase the cost to such Lender, the applicable Lending Installation or such Issuer of making or maintaining its Eurodollar Loans, Letters of Credit or Commitment or to reduce the return received by such Lender, the applicable Lending Installation or such Issuer in connection with such Eurodollar Loans, Letters of Credit or Commitment, then, within 15 days of demand by such Lender or such Issuer, the Borrower shall pay such Lender or such Issuer such additional amount or amounts as will compensate such Lender or such Issuer for such increased cost or reduction in amount received.
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(ii) In addition, the Borrower hereby agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or Letter of Credit Application or from the execution or delivery of, or otherwise with respect to, this Agreement, any Note or any Letter of Credit Application ("Other Taxes").
(iii) The Borrower hereby agrees to indemnify the Administrative Agent, each Lender and each Issuer for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid by the Administrative Agent, such Lender or such Issuer and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payments due under this indemnification shall be made within 30 days of the date the Administrative Agent, such Lender or such Issuer makes demand therefor pursuant to Section 3.6.
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(iv) Each Lender that is not incorporated under the laws of the United States of America or a state thereof (each a "Non-U.S. Lender") agrees that it will, not less than ten Business Days after the date of this Agreement (or, if later, the date it becomes a party hereto), (i) deliver to each of the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, and (ii) deliver to each of the Borrower and the Administrative Agent a United States Internal Revenue Form W-8BEN or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax. Each Non-U.S. Lender further undertakes to deliver to each of the Borrower and the Administrative Agent (x) renewals or additional copies of such form ( or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably requested by the Borrower or the Administrative Agent. All forms or amendments described in the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless an event (including any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form or amendment with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal in come tax.
(v) For any period during which a Non-U.S. Lender has failed to provide the Borrower with an appropriate form pursuant to clause (iv) above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided), such Non-U.S. Lender shall not be entitled to indemnification under this Section 3.5 with respect to Taxes imposed by the United States; provided that, should a Non-U.S. Lender which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form required under clause (iv) above, the Borrower shall take such steps as such Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to recover such Taxes.
25
(vi) Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate.
ARTICLE IV
CONDITIONS PRECEDENT
(i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of good standing, certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information that any Lender may request that is required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower as required by Section 326 of the USA PATRIOT ACT.
26
(ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.
(iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) A certificate, signed by the chief accounting officer or the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's counsel, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A.
(vi) Executed counterparts of this Agreement executed by the Borrower and each Lender.
(vii) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender.
(viii) If the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application.
(ix) Evidence of the effectiveness of the Credit Agreement among Great Plains, various financial institutions and JPMorgan, as administrative agent, having terms substantially similar to the terms hereof.
(x) A copy of the SEC Order authorizing the Borrower to incur the Indebtedness contemplated by the Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower.
(xi) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer who has executed and delivered an incumbency certificate in accordance with the terms hereof, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(xii) Such other documents as any Lender or its counsel may have reasonably requested.
27
(i) No Default or Unmatured Default exists or would result from such Credit Extension.
(ii) The representations and warranties contained in Article V are true and correct as of the date of such Credit Extension except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date; provided that this clause (ii) shall not apply to the representations and warranties set forth in Section 5.5 (as it relates to clause (i) or (ii) of the definition of "Material Adverse Effect"), clause (a) of the first sentence of Section 5.7 and the second sentence of Section 5.7 with respect to a borrowing hereunder if the proceeds of such borrowing will be used exclusively to repay the Borrower's commercial paper (and, in the event of any such borrowing, the Administrative Agent may require the Borrower to deliver information sufficient to disburse the proceeds of such borrowing direc tly to the holders of such commercial paper or a paying agent therefor).
(iii) The SEC Order shall not have expired or been revoked and shall permit the Borrower to incur the Indebtedness evidenced by such Credit Extension. The Borrower shall, upon request, provide the Administrative Agent with evidence satisfactory to the Administrative Agent that, after giving effect to such Credit Extension, the aggregate amount of short-term debt instruments issued by the Borrower in reliance upon the SEC Order shall not exceed the maximum amount of Indebtedness authorized by the SEC Order.
Each delivery of a Borrowing Notice and each request for the issuance of a Letter of Credit shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(i), (ii) and (iii) have been satisfied. Any Lender may require delivery of a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making a Credit Extension.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Lenders that:
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29
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31
During the term of this Agreement, unless the Required Lenders shall otherwise consent in writing:
(i) Within 90 days after the close of each of its fiscal years, an unqualified audit report certified by a firm of independent certified public accountants which is a member of the "Big Four," prepared in accordance with GAAP on a consolidated basis for itself and its Consolidated Subsidiaries, including balance sheets as of the end of such period and related statements of income, retained earnings and cash flows, accompanied by any management letter prepared by said accountants.
(ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Consolidated Subsidiaries, either (a) consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its chief accounting officer or chief financial officer or (b) if the Borrower is then a "registrant" within the meaning of Rule 1-01 of Regulation S-X of the SEC and required to file a report on Form 10-Q with the SEC, a copy of the Borrower's report on Form 10-Q for such quarterly period.
(iii) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit B signed by its chief accounting officer or chief financial officer setting forth calculations of the financial covenants contained in Section 6 and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof.
(iv) As soon as possible and in any event within 10 days after the Borrower or any member of the Controlled Group knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief accounting or financial officer of the Borrower, describing said Reportable Event and the action which the Borrower or member of the Controlled Group proposes to take with respect thereto.
(v) As soon as possible and in any event within two days after receipt of notice by the Borrower or any member of the Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan, a copy of such notice.
32
(vi) Promptly upon the furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so furnished.
(vii) Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports (other than any report on Form U-9C-3) which the Borrower files with the SEC.
(viii) As soon as possible, and in any event within three days after an Authorized Officer of the Borrower shall have knowledge thereof, notice of any change by Moody's or S&P in the senior unsecured debt rating of the Borrower.
(ix) Such other information (including non-financial information) as the Administrative Agent or any Lender may from time to time reasonably request.
The statements and reports required to be furnished by the Borrower pursuant to clauses (vi) and (vii) above shall be deemed furnished for such purpose upon becoming publicly available on the SEC's EDGAR web page.
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34
(i) A Wholly-Owned Subsidiary may be merged into the Borrower.
(ii) Any Significant Subsidiary may sell all or substantially all of its assets to, or consolidate or merge into, another Significant Subsidiary; provided that, immediately before and after such merger, consolidation or sale, no Default or Unmatured Default shall exist.
(iii) The Borrower may sell accounts receivable pursuant to one or more securitization transactions.
(iv) The Borrower may sell all or substantially all of its assets to, or consolidate with or merge into, any other corporation, or permit another corporation to merge into it; provided that (a) the surviving corporation, if such surviving corporation is not the Borrower, or the transferee corporation in the case of a sale of all or substantially all of the Borrower's assets (1) shall be a corporation organized and existing under the laws of the United States of America or a state thereof or the District of Columbia, (2) shall be a Wholly-Owned Subsidiary of Great Plains, (3) shall expressly assume in a writing satisfactory to the Administrative Agent the due and punctual payment of the Obligations and the due and punctual performance of and compliance with all of the terms of this Agreement and the other Loan Documents to be performed or complied with by the Borrower and (4) shall deliver all documents required to be delivered pursuant to Sections 4.1(i), (ii), (iii), (v) and (ix), (b) immediately before and after such merger, consolidation or sale, there shall not exist any Default or Unmatured Default and (c) the surviving corporation of such merger or consolidation, or the transferee corporation of the assets of the Borrower, as applicable, has, both immediately before and after such merger, consolidation or sale, a Moody's Rating of Baa3 or better or an S&P Rating of BBB - or better.
Notwithstanding the foregoing, the Borrower and its Consolidated Subsidiaries (excluding the Lease Trust) will not convey, transfer, lease or otherwise dispose of (whether in one transaction or a series of transactions, but excluding sales of inventory in the ordinary course of business and sales of assets permitted by clause (iii) above) in the aggregate within any 12-month period, more than 20% of the aggregate book value of the assets of the Borrower and its Consolidated Subsidiaries (excluding the Lease Trust) as calculated as of the end of the most recent fiscal quarter.
35
(i) Liens for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books.
(ii) Liens imposed by law, such as carriers', warehousemen's and mechanics' liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on its books.
(iii) Liens arising out of pledges or deposits in the ordinary course of business under worker's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation, other than any Lien imposed under ERISA.
(iv) Utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which are not substantial in amount and do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or its Significant Subsidiaries.
(v) The Lien of the General Mortgage Indenture and Deed of Trust Dated December 1, 1986 from the Borrower to UMB, N.A.
(vi) Liens on Property of the Borrower existing on the date hereof and any renewal or extension thereof; provided that the Property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by this Agreement.
(vii) Judgment Liens which secure payment of legal obligations that would not constitute a Default under Section 7.9.
(viii) Liens on Property acquired by the Borrower or a Significant Subsidiary after the date hereof, existing on such Property at the time of acquisition thereof (and not created in anticipation thereof); provided that in any such case no such Lien shall extend to or cover any other Property of the Borrower or such Significant Subsidiary, as the case may be.
(ix) Deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business by the Borrower or any Significant Subsidiary; and Liens in favor of the provider of any surety or performance bond or similar arrangement on the underlying contract (and other associated documents and sums due or to become due under the underlying contract) with respect to which such bond was issued or such arrangement was made.
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(x) Purchase money security interests on any Property acquired or held by such Person in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such Property; provided that (a) such Lien attaches to such Property concurrently with or within 90 days after the acquisition thereof, (b) such Lien attaches solely to the Property so acquired in such transaction and (c) the principal amount of the Indebtedness secured thereby does not exceed the cost or fair market value determined at the date of incurrence, whichever is lower, of the Property being acquired on the date of acquisition.
(xi) Liens on or over gas, oil, coal, fissionable material, or other fuel or fuel products as security for any obligations incurred by such Person for the sole purpose of financing the acquisition or storage of such fuel or fuel products or, with respect to nuclear fuel, the processing, reprocessing, sorting, storage and disposal thereof.
(xii) Liens on (including Liens arising out of the sale of) accounts receivable and/or contracts which will give rise to accounts receivable of the Borrower; and other Liens on (including Liens arising out of the sale of) accounts receivable and/or contracts which will give rise to accounts receivable of the Borrower or any Subsidiary in an aggregate amount not at any time exceeding $10,000,000.
(xiii) Liens on Property or assets of a Significant Subsidiary securing obligations owing to the Borrower or any Significant Subsidiary.
(xiv) Liens which would otherwise not be permitted by clauses (i) through (xiii) securing additional Indebtedness of the Borrower or a Significant Subsidiary; provided that after giving effect thereto the aggregate unpaid principal amount of Indebtedness (including Capitalized Lease Obligations) of the Borrower and its Significant Subsidiaries (including prepayment premiums and penalties) secured by Liens permitted by this clause (xiv) shall not exceed the greater of (a) $35,000,000 and (b) 10% of Consolidated Tangible Net Worth.
37
The occurrence of any one or more of the following events shall constitute a Default:
38
7.10 A Change of Control shall occur.
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ARTICLE VIII
ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
8.1 Acceleration; Letter of Credit Account.
(a) If any Default described in Section 7.6 or 7.7 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender or any Issuer and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the LC Collateral Account, equal to the excess of (i) the amount of Letter of Credit Obligations at such time over (ii) the amount on deposit in the LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (suc h difference, the "Collateral Shortfall Amount"). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives, and (y) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount, which funds shall be deposited in the LC Collateral Account.
If (a) within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to the Borrower) and (b) before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.
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(i) Extend the final maturity of any Loan or the expiry date of any Letter of Credit to a date after the Facility Termination Date or forgive all or any portion of the principal amount thereof, or reduce the rate or extend the time of payment of interest or fees thereon.
(ii) Reduce the percentage specified in the definition of Required Lenders.
(iii) Extend the Facility Termination Date, or reduce the amount or extend the payment date for, the mandatory payments required under Section 2.2, or increase the amount of the Commitment of any Lender hereunder, or permit the Borrower to assign its rights under this Agreement.
(iv) Amend this Section 8.2.
(v) Release any funds from the LC Collateral Account, except to the extent such release is expressly permitted hereunder.
No amendment of any provision of this Agreement relating to the Administrative Agent shall be effective without the written consent of the Administrative Agent, and no amendment of any provision of this Agreement relating to any Issuer shall be effective without the written consent of such Issuer. The Administrative Agent may waive payment of the fee required under Section 12.3.2 without obtaining the consent of any other party to this Agreement.
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9.6 Expenses; Indemnification.
(i) The Borrower shall reimburse the Agents and the Arrangers for any reasonable costs and expenses (including fees and charges of outside counsel for the Agents) paid or incurred by the Agents or the Arrangers in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each Agent, each Arranger, each Lender and each Issuer for any reasonable costs, internal charges and expenses (including fees and charges of attorneys for such Agent, such Arranger, such Lender and such Issuer, which attorneys may be employees of such Agent, such Arranger, such Lender or such Issuer) paid or incurred by either Agent, either Arranger, any Lender or any Issuer in connection with the collection and enforcement, attempted enforcement, and preservation of rights and remedies under, any of the Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding).
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(ii) The Borrower hereby further agrees to indemnify each Agent, each Arranger, each Lender, each Issuer, their respective affiliates and the directors, officers and employees of the foregoing against all losses, claims, damages, penalties, judgments, liabilities and expenses (including all expenses of litigation or preparation therefor whether or not either Agent, either Arranger, any Lender or any Issuer or any affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party seeking indemnification. In the case of any investigation, litigation or proceeding to which the i ndemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a third party, by the Borrower or by any affiliate of the Borrower. The obligations of the Borrower under this Section 9.6 shall survive the payment of the Obligations and termination of this Agreement.
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(a) Neither the Administrative Agent nor any Lender may disclose to any Person any Specified Information (as defined below) except (i) to its, and its Affiliates', officers, employees, agents, accountants, legal counsel, advisors and other representatives who have a need to know such Specified Information or (ii) with the Borrower's prior consent. "Specified Information" means information that the Borrower furnishes to the Administrative Agent or any Lender that is designated in writing as confidential, but does not include any such information that is or becomes generally available to the public or that is or becomes available to the Administrative Agent or such Lender from a source other than the Borrower.
(b) The provisions of clause (a) above shall not apply to Specified Information (i) that is a matter of general public knowledge or has heretofore been or is hereafter published in any source generally available to the public, (ii) that is required to be disclosed by law, regulation or judicial order, (iii) that is requested by any regulatory body with jurisdiction over the Administrative Agent or any Lender, or (iv) that is disclosed (A) to legal counsel, accountants and other professional advisors to such Lender, (B) in connection with the exercise of any right or remedy hereunder or under any Note or any suit or other litigation or proceeding relating to this Agreement or any Note, (C) to a rating agency if required by such agency in connection with a rating relating to Credit Extensions hereunder or (D) to assignees or participants or potential assignees or participants who agree to be bound by the provisions of this Section 9.11.
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ARTICLE X
THE ADMINISTRATIVE AGENT
(b) Each Issuer shall act on behalf of the Lenders with respect to any Letter of Credit issued by it and the documents associated therewith. Each Issuer shall have all of the benefits and immunities provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by such Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term "Administrative Agent", as used in this Article X, included such Issuer with respect to such acts or omissions and as additionally provided in this Agreement with respect to such Issuer.
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46
47
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ARTICLE XI
SETOFF; RATABLE PAYMENTS
ARTICLE XII
BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
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50
51
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This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. This Agreement shall be effective when it has been executed by the Borrower, the Administrative Agent and the Lenders and each party has notified the Administrative Agent by facsimile transmission or telephone that it has taken such action.
No Lender identified on the cover page, the signature pages or otherwise in this Agreement, or in any document related hereto, as being the "Syndication Agent" or a "Co-Documentation Agent" shall have any right, power, obligation, liability, responsibility or duty under this Agreement in such capacity other than those applicable to all Lenders. Each Lender acknowledges that it has not relied, and will not rely, on the Syndication Agent or any Co-Documentation Agent in deciding to enter into this Agreement or in taking or refraining from taking any action hereunder or pursuant hereto.
ARTICLE XVI
CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
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IN WITNESS WHEREOF, the Borrower, the Lenders, the Issuers and the Administrative Agent have executed this Agreement as of the date first above written.
KANSAS CITY POWER & LIGHT COMPANY
By: /s/Andrea F. Bielsker
Title: Sr. V.P. - Finance & CFO
Address:
1201 Walnut
Kansas City, Missouri 64106-2124
Attention: Andrea F. Bielsker, Senior Vice President - Finance, Chief
Financial Officer and Treasurer
Telephone: 816-556-2595
Fax: 816-556-2992
Email: Andrea.Bielsker@kcpl.com
S-1
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, as an Issuer and as a Lender
/s/Jane Bek Keil
By: JANE BEK KEIL
Title: DIRECTOR
Address:
1 Bank One Plaza
Chicago, Illinois 60670
Attention: Jane Bek Keil
Telephone: 312-325-3026
Fax: 312-325-3020
Email: Jane_Bek@bankone.com
Operations Contact:
Debbie Turner
Telephone: 312-385-7081
Fax: 312-385-7097
E-mail: deborah_turner@bankone.com
S-2
BANK OF AMERICA, N.A., as Syndication Agent, as an
Issuer and as a Lender
By: /s/Michelle A. Schoenfeld
Title: Senior Vice President
S-3
THE BANK OF TOKYO-MITSUBISHI, LTD., as Co-
Documentation Agent and as a Lender
By: /s/Shinichiro Mlinechiga
Title: SHINICHIRO MLINECHIGA
DEPUTY GENERAL MANAGER
S-4
WACHOVIA BANK, NATIONAL ASSOCIATION, as
Co-Documentation Agent and as a Lender
By: /s/Rocher Watkins
Title: MANAGING DIRECTOR
S-5
BNP PARIBAS, as Co-Documentation Agent and as a
Lender
By: /s/Mark A. Renaud
Title: MARK A. RENAUD
Managing Director
By: /s/Timothy F. Vincent
Title: TIMOTHY F. VINCENT
Director
S-6
THE BANK OF NEW YORK
/s/Daniel Csillay
By: Daniel Csillay
Title: Vice President
S-7
KEYBANK NATIONAL ASSOCIATION
By: /s/Keven D. Smith
Title: Vice President
S-8
THE BANK OF NOVA SCOTIA
By: /s/Thang A. Rattew
Title: Thang A. Rattew
Managing Director
S-9
U.S. BANK NATIONAL ASSOCIATION
By: /s/Martin Nay
Title: Martin Nay, Vice President
S-10
MERRILL LYNCH BANK USA
By: /s/Louis Alder
Title: LOUIS ALDER, DIRECTOR
S-11
MORGAN STANLEY BANK
By: /s/Daniel Twenge
Title: Daniel Twenge
Vice President
Morgan Stanley Bank
S-12
MIZUHO CORPORATE BANK, LTD.
/s/Mark Granich
By: Mark Granich
Title: Senior Vice President
S-13
UMB BANK, N.A.
By: /s/Robert P. Elbert
Title: Robert P. Elbert, Sr. Vice President
S-14
PNC BANK, NATIONAL ASSOCIATION
By: /s/Norm Harkleroad
Title: Vice President
S-15
BANK MIDWEST, N.A.
By: /s/Paul Holewinski
Title: EVP
S-16
UFJ BANK LIMITED
By: /s/John Feeney
Title: Vice President
S-17
SCHEDULE I
COMMITMENTS
Lender |
Commitment |
JPMorgan Chase Bank, N.A. |
$23,750,000 |
Bank of America, N.A. |
$23,750,000 |
The Bank of Tokyo-Mitsubishi, Ltd. |
$23,437,500 |
Wachovia Bank, National Association |
$23,437,500 |
BNP Paribas |
$23,437,500 |
The Bank of New York |
$16,562,500 |
KeyBank National Association |
$16,562,500 |
The Bank of Nova Scotia |
$16,562,500 |
U.S. Bank National Association |
$14,687,500 |
Merrill Lynch Bank USA |
$11,875,000 |
Morgan Stanley Bank |
$11,875,000 |
Mizuho Corporate Bank, Ltd. |
$11,875,000 |
UMB Bank, N.A. |
$11,875,000 |
PNC Bank, National Association |
$7,812,500 |
Bank Midwest, N.A. |
$6,250,000 |
UFJ Bank Limited |
$6,250,000 |
TOTAL |
$250,000,000 |
PRICING SCHEDULE
|
A/A2 |
A-/A3 |
BBB+/Baa1 |
BBB/Baa2 |
BBB-/Baa3 |
<BBB-/Baa3 |
Pricing |
Level I Status |
Level II Status |
Level III Status |
Level IV Status |
Level V Status |
Level VI Status |
Applicable Margin for Eurodollar Rate Loans/Letter of Credit Fee Rate |
0.315% |
0.400% |
0.500% |
0.600% |
0.675% |
1.000% |
Facility Fee Rate |
0.085% |
0.100% |
0.125% |
0.150% |
0.200% |
0.250% |
Utilization Fee Rate |
0.125% |
0.125% |
0.125% |
0.125% |
0.125% |
0.250% |
"Level I Status" exists at any date if, on such date, the Borrower's Moody's Rating is A2 or better or the Borrower's S&P Rating is A or better.
"Level II Status" exists at any date if, on such date, (i) the Borrower has not qualified for Level I Status and (ii) the Borrower's Moody's Rating is A3 or better or the Borrower's S&P Rating is A- or better.
"Level III Status" exists at any date if, on such date, (i) the Borrower has not qualified for Level I Status or Level II Status and (ii) the Borrower's Moody's Rating is Baa1 or better or the Borrower's S&P Rating is BBB+ or better.
"Level IV Status" exists at any date if, on such date, (i) the Borrower has not qualified for Level I Status, Level II Status or Level III Status and (ii) the Borrower's Moody's Rating is Baa2 or better or the Borrower's S&P Rating is BBB or better.
"Level V Status" exists at any date if, on such date, (i) the Borrower has not qualified for Level I Status, Level II Status, Level III Status or Level IV Status and (ii) the Borrower's Moody's Rating is Baa3 or better or the Borrower's S&P Rating is BBB- or better.
"Level VI Status" exists at any date if, on such date, the Borrower has not qualified for Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status.
"Moody's Rating" means, at any time, the rating issued by Moody's and then in effect with respect to the Borrower's senior unsecured long-term debt securities without third-party credit enhancement (or, if there is no such debt outstanding, the Moody's rating then in effect for the Borrower's senior unsecured bank loans without third-party credit enhancement).
"S&P Rating" means, at any time, the rating issued by S&P and then in effect with respect to the Borrower's senior unsecured long-term debt securities without third-party credit enhancement (or, if there is no such debt outstanding, the indicative rating issued by S&P for debt of such type).
"Status" means Level I Status, Level II Status, Level III Status, Level IV Status, Level V Status or Level VI Status.
The Applicable Margin, the Letter of Credit Fee Rate, the Facility Fee Rate and the Utilization Fee Rate shall be determined in accordance with the foregoing table based on the Borrower's Status as determined from its then-current Moody's and S&P Ratings. The credit rating in effect on any date for purposes of this Schedule is that in effect at the close of business on such date. If at any time the Borrower ceases to have a Moody's Rating or an S&P Rating, Level VI Status shall exist.
Notwithstanding the foregoing, (a) if the Borrower is split-rated and the ratings differential is one level, the higher rating will apply; and (b) if the Borrower is split-rated and the ratings differential is two levels or more, the intermediate rating at the midpoint will apply. If there is no midpoint, the higher of the two intermediate ratings will apply.
Exhibit 12.2
2004 | 2003 | 2002 | 2001 | 2000 | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(thousands) | |||||||||||||||||
Income from continuing operations | $ | 143,292 | $ | 125,845 | $ | 102,666 | $ | 116,065 | $ | 53,014 | |||||||
Add | |||||||||||||||||
Equity investment (income) loss | - | - | - | (23,516 | ) | 22,994 | |||||||||||
Minority interests in subsidiaries | (5,087 | ) | (1,263 | ) | - | (897 | ) | - | |||||||||
Income subtotal | 138,205 | 124,582 | 102,666 | 91,652 | 76,008 | ||||||||||||
Add | |||||||||||||||||
Taxes on income | 52,763 | 83,572 | 62,857 | 31,935 | 7,926 | ||||||||||||
Kansas City earnings tax | 602 | 418 | 635 | 583 | 421 | ||||||||||||
Total taxes on income | 53,365 | 83,990 | 63,492 | 32,518 | 8,347 | ||||||||||||
Interest on value of leased | |||||||||||||||||
property | 6,222 | 5,944 | 7,093 | 10,679 | 11,806 | ||||||||||||
Interest on long-term debt | 61,237 | 57,697 | 63,845 | 78,915 | 57,896 | ||||||||||||
Interest on short-term debt | 480 | 560 | 1,218 | 8,883 | 11,050 | ||||||||||||
Mandatorily redeemable Preferred | |||||||||||||||||
Securities | - | 9,338 | 12,450 | 12,450 | 12,450 | ||||||||||||
Other interest expense | |||||||||||||||||
and amortization | 13,951 | 4,067 | 3,772 | 5,188 | 2,927 | ||||||||||||
Total fixed charges | 81,890 | 77,606 | 88,378 | 116,115 | 96,129 | ||||||||||||
Earnings before taxes on | |||||||||||||||||
income and fixed charges | $ | 273,460 | $ | 286,178 | $ | 254,536 | $ | 240,285 | $ | 180,484 | |||||||
Ratio of earnings to fixed charges | 3.34 | 3.69 | 2.88 | 2.07 | 1.88 | ||||||||||||
Exhibit 23.2.a
CONSENT OF COUNSEL
As Secretary of Kansas City Power & Light Company, I have reviewed the statements as to matters of law and legal conclusions in the Annual Report on Form 10-K for the fiscal year ended December 31, 2004, and consent to the incorporation by reference of such statements in the Company's previously-filed Form S-3 Registration Statement (Registration No. 333-108215).
/s/Jeanie Sell Latz
Jeanie Sell Latz
Kansas City, Missouri
March 7, 2005
Exhibit 23.2.b
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-108215 on Form S-3 of our reports dated March 4, 2005, relating to the consolidated financial statements and financial statement schedules of Kansas City Power & Light Company and subsidiaries (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of new accounting principles) and managements report on the effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K of Kansas City Power & Light Company for the year ended December 31, 2004.
/s/Deloitte & Touche LLP
Kansas City, Missouri
March 4, 2005
Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Michael J. Chesser or Jeanie Sell Latz, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K, and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of February 2005.
/s/David L. Bodde |
STATE OF MISSOURI |
) |
|
On this 1st day of February 2005, before me the undersigned, a Notary Public, personally appeared David L. Bodde, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman |
My Commission Expires:
April 8, 2008
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Michael J. Chesser or Jeanie Sell Latz, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K, and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 9th day of February 2005.
/s/Mark A. Ernst |
STATE OF MISSOURI |
) |
|
On this 9th day of February 2005, before me the undersigned, a Notary Public, personally appeared Mark A. Ernst, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
/s/Paula C. Panarisi |
My Commission Expires:
12-25-08
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Michael J. Chesser or Jeanie Sell Latz, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K, and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of February 2005.
/s/Randall C. Ferguson, Jr. |
STATE OF MISSOURI |
) |
|
On this 1st day of February 2005, before me the undersigned, a Notary Public, personally appeared Randall C. Ferguson, Jr., to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman |
My Commission Expires:
April 8, 2008
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Michael J. Chesser or Jeanie Sell Latz, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K, and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of February 2005.
/s/William K. Hall |
STATE OF MISSOURI |
) |
|
On this 1st day of February 2005, before me the undersigned, a Notary Public, personally appeared William K. Hall, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman |
My Commission Expires:
April 8, 2008
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Michael J. Chesser or Jeanie Sell Latz, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K, and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of February 2005.
/s/Luis A. Jimenez |
STATE OF MISSOURI |
) |
|
On this 1st day of February 2005, before me the undersigned, a Notary Public, personally appeared Luis A. Jimenez, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman |
My Commission Expires:
April 8, 2008
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Michael J. Chesser or Jeanie Sell Latz, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K, and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of February 2005.
/s/James A. Mitchell |
STATE OF MISSOURI |
) |
|
On this 1st day of February 2005, before me the undersigned, a Notary Public, personally appeared James A. Mitchell, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman |
My Commission Expires:
April 8, 2008
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Michael J. Chesser or Jeanie Sell Latz, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K, and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of February 2005.
/s/William C. Nelson |
STATE OF MISSOURI |
) |
|
On this 1st day of February 2005, before me the undersigned, a Notary Public, personally appeared William C. Nelson, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman |
My Commission Expires:
April 8, 2008
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Michael J. Chesser or Jeanie Sell Latz, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K, and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of February 2005.
/s/Linda H. Talbott |
STATE OF MISSOURI |
) |
|
On this 1st day of February 2005, before me the undersigned, a Notary Public, personally appeared Linda H. Talbott, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman |
My Commission Expires:
April 8, 2008
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Michael J. Chesser or Jeanie Sell Latz, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K, and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of February 2005.
/s/Robert H. West |
STATE OF MISSOURI |
) |
|
On this 1st day of February 2005, before me the undersigned, a Notary Public, personally appeared Robert H. West, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman |
My Commission Expires:
April 8, 2008
Exhibit 31.2.a
CERTIFICATIONS
I, William H. Downey, certify that:
1. |
I have reviewed this annual report on Form 10-K of Kansas City Power & Light Company; |
||
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
||
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report: |
||
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
||
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
||
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
||
(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
||
(d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
||
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
||
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
||
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
||
Date: |
March 7, 2005 |
/s/William H. Downey |
|
William H. Downey |
Exhibit 31.2.b
CERTIFICATIONS
I, Andrea F. Bielsker, certify that:
1. |
I have reviewed this annual report on Form 10-K of Kansas City Power & Light Company; |
||
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
||
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report: |
||
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
||
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
||
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
||
(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
||
(d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
||
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
||
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
||
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
||
Date: |
March 7, 2005 |
/s/Andrea F. Bielsker |
|
Andrea F. Bielsker |
Exhibit 32.2
Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 10-K of Kansas City Power & Light Company (the "Company") for the annual period ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), William H. Downey, as President and Chief Executive Officer of the Company, and Andrea F. Bielsker, as Senior Vice President - Finance, Chief Financial Officer and Treasurer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his or her knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/William H. Downey |
|
Name: |
William H. Downey |
Date: |
March 7, 2005 |
/s/Andrea F. Bielsker |
|
Name: |
Andrea F. Bielsker |
Date: |
March 7, 2005 |
This certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document. This certification shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liability under that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except to the extent this Exhibit 32.2 is expressly and specifically incorporated by reference in any such filing.
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Kansas City Power & Light Company and will be retained by Kansas City Power & Light Company and furnished to the Securities and Exchange Commission or its staff upon request.
March 7, 2005
WRITER'S DIRECT TELEPHONE NO.: (816) 556-2936
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Ladies and Gentlemen:
Great Plains Energy Incorporated and Kansas City Power & Light Company hereby separately file through the Securities and Exchange Commission's EDGAR System a combined Annual Report on Form 10-K for the fiscal year ended December 31, 2004.
The financial statements contained in the report do not reflect a change from the preceding year in any accounting principle or practices, or in the method of applying such principles or practices.
A copy of the Annual Report on Form 10-K is being forwarded to the New York Stock Exchange.
Very truly yours,
/s/Jeanie Sell Latz
Executive Vice President - Corporate and
Shared Services and Secretary
JSL:jh
c w/enc.: New York Stock Exchange