SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________________ to ______________________
Commission File Number 1-3523
WESTERN RESOURCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
KANSAS 48-0290150
(State or Other Jurisdiction of (Employer
Incorporation or Organization) Identification No.)
818 KANSAS AVENUE, TOPEKA, KANSAS 66612
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number Including Area Code (913) 575-6300
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at August 11, 1994
Common Stock, $5.00 par value 61,617,873
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WESTERN RESOURCES, INC.
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Income 4 - 6
Consolidated Statements of Cash Flows 7 - 8
Consolidated Statements of Capitalization 9
Consolidated Statements of Common Stock Equity 10
Notes to Consolidated Financial Statements 11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 19
Part II. Other Information
Item 5. Other Information 24
Item 6. Exhibits and Reports on Form 8-K 24
Signatures 25
<PAGE>
<TABLE>
WESTERN RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars)
<CAPTION>
June 30, December 31,
1994 1993
(Unaudited)
<S> <C> <C>
ASSETS
UTILITY PLANT:
Electric plant in service . . . . . . . . . . . . . . . $5,171,104 $5,110,617
Natural gas plant in service. . . . . . . . . . . . . . 713,732 1,111,866
5,884,836 6,222,483
Less - Accumulated depreciation . . . . . . . . . . . . 1,775,159 1,821,710
4,109,677 4,400,773
Construction work in progress . . . . . . . . . . . . . 83,457 80,192
Nuclear fuel (net). . . . . . . . . . . . . . . . . . . 39,173 29,271
Net utility plant. . . . . . . . . . . . . . . . . . 4,232,307 4,510,236
OTHER PROPERTY AND INVESTMENTS:
Net non-utility investments . . . . . . . . . . . . . . 64,376 61,497
Decommissioning trust . . . . . . . . . . . . . . . . . 15,077 13,204
Other . . . . . . . . . . . . . . . . . . . . . . . . . 11,663 10,658
91,116 85,359
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . . . . . . . 1,689 1,217
Accounts receivable and unbilled revenues (net) . . . . 182,918 238,137
Fossil fuel, at average cost. . . . . . . . . . . . . . 40,225 30,934
Gas stored underground, at average cost . . . . . . . . 28,966 51,788
Materials and supplies, at average cost . . . . . . . . 56,007 55,156
Prepayments and other current assets. . . . . . . . . . 47,592 34,128
357,397 411,360
DEFERRED CHARGES AND OTHER ASSETS:
Deferred future income taxes. . . . . . . . . . . . . . 138,063 135,991
Deferred coal contract settlement costs . . . . . . . . 36,926 40,522
Phase-in revenues . . . . . . . . . . . . . . . . . . . 70,178 78,950
Corporate-owned life insurance (net). . . . . . . . . . 13,989 4,743
Other deferred plant costs. . . . . . . . . . . . . . . 31,896 32,008
Other . . . . . . . . . . . . . . . . . . . . . . . . . 81,152 112,879
372,204 405,093
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . $5,053,024 $5,412,048
CAPITALIZATION AND LIABILITIES
CAPITALIZATION (see statement). . . . . . . . . . . . . . $2,982,453 $3,121,021
CURRENT LIABILITIES:
Short-term debt . . . . . . . . . . . . . . . . . . . . 217,800 440,895
Long-term debt due within one year. . . . . . . . . . . - 3,204
Accounts payable. . . . . . . . . . . . . . . . . . . . 123,389 172,338
Accrued taxes . . . . . . . . . . . . . . . . . . . . . 113,026 46,076
Accrued interest and dividends. . . . . . . . . . . . . 60,653 65,825
Other . . . . . . . . . . . . . . . . . . . . . . . . . 67,196 65,492
582,064 793,830
DEFERRED CREDITS AND OTHER LIABILITIES:
Deferred income taxes . . . . . . . . . . . . . . . . . 893,642 968,637
Deferred investment tax credits . . . . . . . . . . . . 141,009 150,289
Deferred gain from sale-leaseback . . . . . . . . . . . 257,161 261,981
Other . . . . . . . . . . . . . . . . . . . . . . . . . 196,695 116,290
1,488,507 1,497,197
COMMITMENTS AND CONTINGENCIES (Notes 4, 5 and 6)
TOTAL CAPITALIZATION AND LIABILITIES . . . . . . . . . $5,053,024 $5,412,048
The NOTES TO CONSOLIDATED FINANCIAL STATEMENTS are an integral part of these statements.
</TABLE>
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<TABLE>
WESTERN RESOURCES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Thousands of Dollars)
(Unaudited)
<CAPTION>
Three Months Ended
June 30,
1994 1993
<S> <C> <C>
OPERATING REVENUES:
Electric. . . . . . . . . . . . . . . . . . . . . . . . . $ 278,505 $ 266,583
Natural gas . . . . . . . . . . . . . . . . . . . . . . . 62,627 133,828
Total operating revenues. . . . . . . . . . . . . . . . 341,132 400,411
OPERATING EXPENSES:
Fuel used for generation:
Fossil fuel . . . . . . . . . . . . . . . . . . . . . . 53,553 54,790
Nuclear fuel. . . . . . . . . . . . . . . . . . . . . . 4,232 2,142
Power purchased . . . . . . . . . . . . . . . . . . . . . 4,545 3,013
Natural gas purchases . . . . . . . . . . . . . . . . . . 34,479 77,438
Other operations. . . . . . . . . . . . . . . . . . . . . 76,866 84,227
Maintenance . . . . . . . . . . . . . . . . . . . . . . . 29,392 28,971
Depreciation and amortization . . . . . . . . . . . . . . 38,169 40,768
Amortization of phase-in revenues . . . . . . . . . . . . 4,386 4,386
Taxes:
Federal income. . . . . . . . . . . . . . . . . . . . . 12,645 11,144
State income. . . . . . . . . . . . . . . . . . . . . . 3,389 2,986
General . . . . . . . . . . . . . . . . . . . . . . . . 25,577 30,264
Total operating expenses. . . . . . . . . . . . . . . 287,233 340,129
OPERATING INCOME. . . . . . . . . . . . . . . . . . . . . . 53,899 60,282
OTHER INCOME AND DEDUCTIONS:
Corporate-owned life insurance (net). . . . . . . . . . . (758) 1,899
Miscellaneous (net) . . . . . . . . . . . . . . . . . . . 3,188 4,508
Income taxes (net). . . . . . . . . . . . . . . . . . . . 1,296 (592)
Total other income and deductions . . . . . . . . . . 3,726 5,815
INCOME BEFORE INTEREST CHARGES. . . . . . . . . . . . . . . 57,625 66,097
INTEREST CHARGES:
Long-term debt. . . . . . . . . . . . . . . . . . . . . . 24,132 31,457
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 4,155 4,621
Allowance for borrowed funds used during
construction (credit) . . . . . . . . . . . . . . . . . (909) (704)
Total interest charges. . . . . . . . . . . . . . . . 27,378 35,374
NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . 30,247 30,723
PREFERRED AND PREFERENCE DIVIDENDS. . . . . . . . . . . . . 3,355 3,403
EARNINGS APPLICABLE TO COMMON STOCK . . . . . . . . . . . . $ 26,892 $ 27,320
AVERAGE COMMON SHARES OUTSTANDING . . . . . . . . . . . . . 61,617,873 58,045,550
EARNINGS PER AVERAGE COMMON SHARE OUTSTANDING . . . . . . . $ .44 $ .47
DIVIDENDS DECLARED PER COMMON SHARE . . . . . . . . . . . . $ .495 $ .485
The NOTES TO CONSOLIDATED FINANCIAL STATEMENTS are an integral part of these statements.
</TABLE>
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<TABLE>
WESTERN RESOURCES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Thousands of Dollars)
(Unaudited)
<CAPTION>
Six Months Ended
June 30,
1994 1993
<S> <C> <C>
OPERATING REVENUES:
Electric. . . . . . . . . . . . . . . . . . . . . . . . . $ 530,002 $ 517,854
Natural gas . . . . . . . . . . . . . . . . . . . . . . . 349,502 462,138
Total operating revenues. . . . . . . . . . . . . . . . 879,504 979,992
OPERATING EXPENSES:
Fuel used for generation:
Fossil fuel . . . . . . . . . . . . . . . . . . . . . . 106,193 113,192
Nuclear fuel. . . . . . . . . . . . . . . . . . . . . . 8,095 4,849
Power purchased . . . . . . . . . . . . . . . . . . . . . 6,896 7,611
Natural gas purchases . . . . . . . . . . . . . . . . . . 233,131 287,044
Other operations. . . . . . . . . . . . . . . . . . . . . 154,429 169,622
Maintenance . . . . . . . . . . . . . . . . . . . . . . . 55,889 55,896
Depreciation and amortization . . . . . . . . . . . . . . 77,477 81,678
Amortization of phase-in revenues . . . . . . . . . . . . 8,772 8,772
Taxes:
Federal income. . . . . . . . . . . . . . . . . . . . . 34,737 30,988
State income. . . . . . . . . . . . . . . . . . . . . . 8,611 7,436
General . . . . . . . . . . . . . . . . . . . . . . . . 57,593 66,672
Total operating expenses. . . . . . . . . . . . . . . 751,823 833,760
OPERATING INCOME. . . . . . . . . . . . . . . . . . . . . . 127,681 146,232
OTHER INCOME AND DEDUCTIONS:
Corporate-owned life insurance (net). . . . . . . . . . . (1,993) 3,368
Gain on sale of Missouri Properties (see Note 2). . . . . 30,701 -
Miscellaneous (net) . . . . . . . . . . . . . . . . . . . 5,555 10,210
Income taxes (net). . . . . . . . . . . . . . . . . . . . (7,649) (1,857)
Total other income and deductions . . . . . . . . . . 26,614 11,721
INCOME BEFORE INTEREST CHARGES. . . . . . . . . . . . . . . 154,295 157,953
INTEREST CHARGES:
Long-term debt. . . . . . . . . . . . . . . . . . . . . . 50,823 64,545
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 8,670 9,354
Allowance for borrowed funds used during
construction (credit) . . . . . . . . . . . . . . . . . (1,578) (1,483)
Total interest charges. . . . . . . . . . . . . . . . 57,915 72,416
NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . 96,380 85,537
PREFERRED AND PREFERENCE DIVIDENDS. . . . . . . . . . . . . 6,709 6,749
EARNINGS APPLICABLE TO COMMON STOCK . . . . . . . . . . . . $ 89,671 $ 78,788
AVERAGE COMMON SHARES OUTSTANDING . . . . . . . . . . . . . 61,617,873 58,045,550
EARNINGS PER AVERAGE COMMON SHARE OUTSTANDING . . . . . . . $ 1.46 $ 1.36
DIVIDENDS DECLARED PER COMMON SHARE . . . . . . . . . . . . $ .99 $ .97
The NOTES TO CONSOLIDATED FINANCIAL STATEMENTS are an integral part of these statements.
</TABLE>
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<TABLE>
WESTERN RESOURCES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Thousands of Dollars)
(Unaudited)
<CAPTION>
Twelve Months Ended
June 30,
1994 1993
<S> <C> <C>
OPERATING REVENUES:
Electric. . . . . . . . . . . . . . . . . . . . . . . . . $1,116,685 $1,058,375
Natural gas . . . . . . . . . . . . . . . . . . . . . . . 692,186 762,530
Total operating revenues. . . . . . . . . . . . . . . . 1,808,871 1,820,905
OPERATING EXPENSES:
Fuel used for generation:
Fossil fuel . . . . . . . . . . . . . . . . . . . . . . 230,054 225,375
Nuclear fuel. . . . . . . . . . . . . . . . . . . . . . 16,521 12,808
Power purchased . . . . . . . . . . . . . . . . . . . . . 15,681 16,756
Natural gas purchases . . . . . . . . . . . . . . . . . . 446,276 461,270
Other operations. . . . . . . . . . . . . . . . . . . . . 333,967 326,175
Maintenance . . . . . . . . . . . . . . . . . . . . . . . 117,836 115,745
Depreciation and amortization . . . . . . . . . . . . . . 160,163 161,872
Amortization of phase-in revenues . . . . . . . . . . . . 17,545 17,544
Taxes:
Federal income. . . . . . . . . . . . . . . . . . . . . 66,169 56,197
State income. . . . . . . . . . . . . . . . . . . . . . 16,733 12,508
General . . . . . . . . . . . . . . . . . . . . . . . . 114,414 117,768
Total operating expenses. . . . . . . . . . . . . . . 1,535,359 1,524,018
OPERATING INCOME. . . . . . . . . . . . . . . . . . . . . . 273,512 296,887
OTHER INCOME AND DEDUCTIONS:
Corporate-owned life insurance (net). . . . . . . . . . . 2,480 7,377
Gain on sale of Missouri Properties (see Note 2). . . . . 30,701 -
Miscellaneous (net) . . . . . . . . . . . . . . . . . . . 13,762 18,227
Income taxes (net). . . . . . . . . . . . . . . . . . . . (6,568) (3,325)
Total other income and deductions . . . . . . . . . . 40,375 22,279
INCOME BEFORE INTEREST CHARGES. . . . . . . . . . . . . . . 313,887 319,166
INTEREST CHARGES:
Long-term debt. . . . . . . . . . . . . . . . . . . . . . 109,829 133,947
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 18,571 20,954
Allowance for borrowed funds used during
construction (credit) . . . . . . . . . . . . . . . . . (2,726) (2,737)
Total interest charges. . . . . . . . . . . . . . . . 125,674 152,164
NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . 188,213 167,002
PREFERRED AND PREFERENCE DIVIDENDS. . . . . . . . . . . . . 13,466 13,667
EARNINGS APPLICABLE TO COMMON STOCK . . . . . . . . . . . . $ 174,747 $ 153,335
AVERAGE COMMON SHARES OUTSTANDING . . . . . . . . . . . . . 61,065,571 58,045,550
EARNINGS PER AVERAGE COMMON SHARE OUTSTANDING . . . . . . . $ 2.86 $ 2.64
DIVIDENDS DECLARED PER COMMON SHARE . . . . . . . . . . . . $ 1.96 $ 1.92
The NOTES TO CONSOLIDATED FINANCIAL STATEMENTS are an integral part of these statements.
</TABLE>
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<TABLE>
WESTERN RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)
<CAPTION>
Six Months Ended
June 30,
1994 1993
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income. . . . . . . . . . . . . . . . . . . . . . . . . $ 96,380 $ 85,537
Depreciation and amortization . . . . . . . . . . . . . . . 77,477 81,678
Other amortization (including nuclear fuel) . . . . . . . . 5,867 3,391
Gain on sale of utility plant (net of tax). . . . . . . . . (19,296) -
Deferred taxes and investment tax credits (net) . . . . . . (56,276) 16,092
Amortization of phase-in revenues . . . . . . . . . . . . . 8,772 8,772
Corporate-owned life insurance. . . . . . . . . . . . . . . (8,830) (8,101)
Amortization of gain from sale-leaseback. . . . . . . . . . (4,820) (4,820)
Changes in working capital items (net of effects from
the sale of the Missouri Properties):
Accounts receivable and unbilled revenues (net) . . . . . (38,787) 60,739
Fossil fuel . . . . . . . . . . . . . . . . . . . . . . . (9,291) 11,677
Gas stored underground. . . . . . . . . . . . . . . . . . 10,854 (19,219)
Accounts payable . . . . . . . . . . . . . . . . . . . . (48,909) (76,744)
Accrued taxes . . . . . . . . . . . . . . . . . . . . . . 46,816 14,757
Other . . . . . . . . . . . . . . . . . . . . . . . . . . (8,955) (11,895)
Changes in other assets and liabilities . . . . . . . . . . 102,635 (27,261)
Net cash flows from operating activities. . . . . . . . 153,637 134,603
CASH FLOWS USED IN INVESTING ACTIVITIES:
Additions to utility plant. . . . . . . . . . . . . . . . . 107,796 96,700
Sale of utility plant . . . . . . . . . . . . . . . . . . . (402,076) -
Non-utility investments . . . . . . . . . . . . . . . . . . 3,162 1,254
Corporate-owned life insurance policies . . . . . . . . . . 24,008 24,624
Net cash flows (from) used in investing activities. . . (267,110) 122,578
CASH FLOWS FROM FINANCING ACTIVITIES:
Short-term debt (net) . . . . . . . . . . . . . . . . . . . (223,095) 145,948
Bank term loan retired. . . . . . . . . . . . . . . . . . . - (230,000)
Bonds issued. . . . . . . . . . . . . . . . . . . . . . . . 235,923 158,500
Bonds retired . . . . . . . . . . . . . . . . . . . . . . . (223,906) (149,000)
Revolving credit agreement (net). . . . . . . . . . . . . . (115,000) 175,000
Other long-term debt (net). . . . . . . . . . . . . . . . . (67,893) (46,870)
Borrowings against life insurance policies (net). . . . . . 40,791 621
Dividends on preferred, preference and common stock . . . . (67,095) (62,543)
Net cash flows from (used in) financing activities. . . (420,275) (8,344)
INCREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . 472 3,681
CASH AND CASH EQUIVALENTS:
BEGINNING OF THE PERIOD . . . . . . . . . . . . . . . . . . 1,217 875
END OF THE PERIOD . . . . . . . . . . . . . . . . . . . . . $ 1,689 $ 4,556
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest on financing activities (net of amount
capitalized). . . . . . . . . . . . . . . . . . . . . . . $ 78,906 $ 85,355
Income taxes. . . . . . . . . . . . . . . . . . . . . . . . 62,454 15,755
The NOTES TO CONSOLIDATED FINANCIAL STATEMENTS are an integral part of these statements.
</TABLE>
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<TABLE>
WESTERN RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)
<CAPTION>
Twelve Months Ended
June 30,
1994 1993
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income. . . . . . . . . . . . . . . . . . . . . . . . . $ 188,213 $ 167,002
Depreciation and amortization . . . . . . . . . . . . . . . 160,163 161,872
Other amortization (including nuclear fuel) . . . . . . . . 13,730 9,363
Gain on sale of utility plant (net of tax). . . . . . . . . (19,296) -
Deferred taxes and investment tax credits (net) . . . . . . (44,682) 52,042
Amortization of phase-in revenues . . . . . . . . . . . . . 17,545 17,544
Corporate-owned life insurance. . . . . . . . . . . . . . . (22,379) (15,972)
Amortization of gain from sale-leaseback. . . . . . . . . . (9,640) (9,640)
Changes in working capital items (net of effects from
the sale of the Missouri Properties):
Accounts receivable and unbilled revenues (net) . . . . . (115,062) (40,100)
Fossil fuel . . . . . . . . . . . . . . . . . . . . . . . (2,895) 27,976
Gas stored underground. . . . . . . . . . . . . . . . . . (7,071) (17,225)
Accounts payable. . . . . . . . . . . . . . . . . . . . . (15,334) 33,553
Accrued taxes . . . . . . . . . . . . . . . . . . . . . . 39,544 11,490
Other . . . . . . . . . . . . . . . . . . . . . . . . . . (225) (2,215)
Changes in other assets and liabilities . . . . . . . . . . 111,327 (88,297)
Net cash flows from operating activities . . . . . . . 293,938 307,393
CASH FLOWS USED IN INVESTING ACTIVITIES:
Additions to utility plant. . . . . . . . . . . . . . . . . 248,727 234,655
Utility investment. . . . . . . . . . . . . . . . . . . . . 2,500 -
Sale of utility plant . . . . . . . . . . . . . . . . . . . (402,076) -
Non-utility investments . . . . . . . . . . . . . . . . . . 16,179 23,825
Corporate-owned life insurance policies . . . . . . . . . . 26,650 20,632
Death proceeds of corporate-owned life insurance policies . (10,158) (754)
Net cash flows (from) used in investing activities. . . (118,178) 278,358
CASH FLOWS FROM FINANCING ACTIVITIES:
Short-term debt (net) . . . . . . . . . . . . . . . . . . . (150,373) 168,173
Bank term loan retired. . . . . . . . . . . . . . . . . . . - (480,000)
Bonds issued. . . . . . . . . . . . . . . . . . . . . . . . 300,923 643,500
Bonds retired . . . . . . . . . . . . . . . . . . . . . . . (441,372) (385,466)
Revolving credit agreement (net). . . . . . . . . . . . . . (325,000) 175,000
Other long-term debt (net). . . . . . . . . . . . . . . . . (13,980) (14,860)
Common stock issued (net) . . . . . . . . . . . . . . . . . 125,991 -
Preference stock redeemed . . . . . . . . . . . . . . . . . (2,734) (2,600)
Borrowings against life insurance policies (net). . . . . . 223,430 (3,959)
Dividends on preferred, preference and common stock . . . . (131,868) (125,113)
Net cash flows from (used in) financing activities. . . (414,983) (25,325)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS. . . . . (2,867) 3,710
CASH AND CASH EQUIVALENTS:
BEGINNING OF THE PERIOD . . . . . . . . . . . . . . . . . . 4,556 846
END OF THE PERIOD . . . . . . . . . . . . . . . . . . . . . $ 1,689 $ 4,556
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest on financing activities (net of amount
capitalized). . . . . . . . . . . . . . . . . . . . . . . $ 165,285 $ 155,806
Income taxes. . . . . . . . . . . . . . . . . . . . . . . . 95,807 16,794
The NOTES TO CONSOLIDATED FINANCIAL STATEMENTS are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
WESTERN RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CAPITALIZATION
(Thousands of Dollars)
<CAPTION>
June 30, December 31,
1994 1993
(Unaudited)
<S> <C> <C>
COMMON STOCK EQUITY (see statement):
Common stock, par value $5 per share,
authorized 85,000,000 shares, outstanding
61,617,873 shares. . . . . . . . . . . . . . . . $ 308,089 $ 308,089
Paid-in capital. . . . . . . . . . . . . . . . . . 667,510 667,738
Retained earnings. . . . . . . . . . . . . . . . . 475,017 446,348
1,450,616 49% 1,422,175 45%
CUMULATIVE PREFERRED AND PREFERENCE STOCK:
Not subject to mandatory redemption,
Par value $100 per share, authorized
600,000 shares, outstanding -
4 1/2% Series, 138,576 shares . . . . . . . 13,858 13,858
4 1/4% Series, 60,000 shares. . . . . . . . 6,000 6,000
5% Series, 50,000 shares. . . . . . . . . . 5,000 5,000
24,858 24,858
Subject to mandatory redemption,
Without par value, $100 stated value,
authorized 4,000,000 shares,
outstanding -
7.58% Series, 500,000 shares. . . . . . . . 50,000 50,000
8.50% Series, 1,000,000 shares. . . . . . . 100,000 100,000
150,000 150,000
174,858 6% 174,858 6%
LONG-TERM DEBT:
First mortgage bonds . . . . . . . . . . . . . . . 841,000 842,466
Pollution control bonds. . . . . . . . . . . . . . 521,922 508,440
Other pollution control obligations. . . . . . . . - 13,980
Revolving credit agreement . . . . . . . . . . . . - 115,000
Other long-term agreement. . . . . . . . . . . . . - 53,913
Less:
Unamortized premium and discount (net) . . . . . 5,943 6,607
Long-term debt due within one year . . . . . . . - 3,204
1,356,979 45% 1,523,988 49%
TOTAL CAPITALIZATION . . . . . . . . . . . . . . . . $2,982,453 100% $3,121,021 100%
The NOTES TO CONSOLIDATED FINANCIAL STATEMENTS are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
WESTERN RESOURCES, INC.
CONSOLIDATED STATEMENTS OF COMMON STOCK EQUITY
(Thousands of Dollars)
(Unaudited)
<CAPTION>
Common Paid-in Retained
Stock Capital Earnings
<S> <C> <C>
BALANCE DECEMBER 31, 1992, 58,045,550 shares. . . . . $290,228 $559,636 $398,503
Net income. . . . . . . . . . . . . . . . . . . . . . 85,537
Cash dividends:
Preferred and preference stock. . . . . . . . . . . (6,749)
Common stock, $0.97 per share . . . . . . . . . . . (56,303)
Expenses on preference stock. . . . . . . . . . . . . (556)
BALANCE JUNE 30, 1993, 58,045,550 shares. . . . . . . 290,228 559,080 420,988
Net income. . . . . . . . . . . . . . . . . . . . . . 91,833
Cash dividends:
Preferred and preference stock. . . . . . . . . . . (6,757)
Common stock, $0.97 per share . . . . . . . . . . . (59,716)
Expenses on common stock. . . . . . . . . . . . . . . (2,897)
Issuance of 3,572,323 shares of common stock. . . . . 17,861 111,555
BALANCE DECEMBER 31, 1993, 61,617,873 shares . . . . 308,089 667,738 446,348
Net income. . . . . . . . . . . . . . . . . . . . . . 96,380
Cash dividends:
Preferred and preference stock. . . . . . . . . . . (6,709)
Common stock, $0.99 per share . . . . . . . . . . . (61,002)
Expenses on common stock. . . . . . . . . . . . . . . (228)
BALANCE JUNE 30, 1994, 61,617,873 shares . . . . . . $308,089 $667,510 $475,017
The NOTES TO CONSOLIDATED FINANCIAL STATEMENTS are an integral part of these statements.
</TABLE>
<PAGE>
WESTERN RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. ACCOUNTING POLICIES AND OTHER INFORMATION
General. The condensed consolidated financial statements of the Company
include the accounts of its wholly-owned subsidiaries, Astra Resources, Inc.,
Kansas Gas and Electric Company (KG&E), and KPL Funding Corporation. KG&E
owns 47% of the Wolf Creek Nuclear Operating Corporation (WCNOC), the
operating company for the Wolf Creek Generating Station (Wolf Creek). The
Company records its proportionate share of all transactions of WCNOC as it
does other jointly-owned facilities. All significant intercompany
transactions have been eliminated. The Company is doing its utility business
as KPL, Gas Service, and through its wholly-owned subsidiary, KG&E.
The financial statements have been prepared by the Company pursuant to
the rules and regulations of the Securities and Exchange Commission (SEC).
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles, have been condensed or omitted pursuant to such rules and
regulations. In the opinion of the Company, the accompanying condensed
consolidated financial statements reflect all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the financial
position of the Company as of June 30, 1994 and December 31, 1993, and the
results of its operations for the three, six, and twelve month periods ended
June 30, 1994 and 1993. These condensed consolidated financial statements
should be read in conjunction with the financial statements and the notes
thereto included in the Company's 1993 Annual Report on Form 10-K and the KG&E
Annual Report on Form 10-K incorporated by reference in the Company's 1993
Annual Report on Form 10-K.
The accounting policies of the Company are in accordance with generally
accepted accounting principles as applied to regulated public utilities. The
accounting and rates of the Company are subject to requirements of the Kansas
Corporation Commission (KCC) and the Federal Energy Regulatory Commission
(FERC).
Cash Surrender Value of Life Insurance Contracts. The following amounts
related to corporate-owned life insurance (COLI) contracts, primarily with one
highly rated major insurance company, are recorded on the balance sheets
(millions of dollars):
June 30, December 31,
1994 1993
Cash surrender value of contracts $404.6 $326.3
Borrowings against contracts (390.6) (321.6)
COLI (net) $ 14.0 $ 4.7
Consolidated Statements of Cash Flows. For purposes of the consolidated
statements of cash flows, the Company considers highly liquid collateralized
debt instruments purchased with a maturity of three months or less to be cash
equivalents.
Reclassifications. Certain amounts in prior years have been reclassified
to conform with classifications used in the current year presentation.
<PAGE>
2. SALE OF MISSOURI NATURAL GAS DISTRIBUTION PROPERTIES
On January 31, 1994, the Company sold substantially all of its Missouri
natural gas distribution properties and operations to Southern Union Company
(Southern Union). The Company sold the remaining Missouri properties to
United Cities Gas Company (United Cities) on February 28, 1994. The
properties sold to Southern Union and United Cities are referred to herein as
the "Missouri Properties." With the sales, the Company is no longer operating
as a utility in the State of Missouri.
The portion of the Missouri Properties purchased by Southern Union was
sold for an estimated sale price of $400 million, in cash, based on a
calculation as of December 31, 1993. The sale agreement provided for
estimated amounts in the sale price calculation to be adjusted to actual as of
January 31, 1994, within 120 days of closing. Disputes with respect to
proposed adjustments based upon differences between estimates and actuals were
to be resolved within 60 days of submission of the disputes (which were
submitted within 15 days of the adjustment proposals) or submitted to
arbitration by an accounting firm to be agreed to by both parties. Southern
Union proposed a number of adjustments to the purchase price which the Company
has disputed. A limited number of the adjustments may be subject to the
arbitration provisions of the sale agreement. The Company maintains that a
substantial number of the proposed adjustments are not permitted under the
sale agreement and are not subject to the arbitration provisions.
On June 1, 1994, Southern Union filed a lawsuit against the Company
regarding certain gas supply contracts assumed by Southern Union as part of
the sale of the Missouri Properties (see Note 5, LEGAL PROCEEDINGS). On
August 1, 1994, the Company filed its answer and counterclaim against Southern
Union taking exception to certain of Southern Union's proposed adjustments to
the purchase price that, in the Company's opinion, are not includable in the
arbitration process and not proper adjustments to the purchase price.
In the opinion of the Company's management the resolution of these
matters will not have a material impact on the Company's financial position or
results of operations.
United Cities purchased the Company's natural gas distribution system in
and around the City of Palmyra, Missouri, for $665,000 in cash.
During the first quarter of 1994, the Company recognized a gain of
approximately $19.3 million, net of tax, on the sale of the Missouri
Properties. Also during the first quarter, the Company ceased recording the
results of operations, and removed the assets and liabilities from the
consolidated balance sheet related to the Missouri Properties. The gain is
reflected in other income and deductions on the six and twelve months ended
June 30, 1994 consolidated income statements.
The Company's operating revenues and operating income for the second
quarter of 1994 do not include any results related to the Missouri Properties
following the sale of those properties in the first quarter of 1994. The
consolidated income statements for the six and twelve months ended June 30,
1994, include revenues and operating income (unaudited) related to the
Missouri Properties for a portion of these periods compared to a full six and
twelve months for June 30, 1993.
<PAGE>
The following table reflects the approximate operating revenues
(unaudited) and operating income (unaudited) related to the Missouri
Properties for the three, six, and twelve months ended June 30, 1994 and 1993,
through the sale to Southern Union on January 31, 1994 and United Cities on
February 28, 1994 (millions of dollars):
Percent Percent
Operating of Total Operating of Total
Revenues Company Income Company
Three months ended June 30,
1994 $ 0 - $ 0 -
1993 $ 58.6 23.4% $ 0.2 0.6%
Six months ended June 30,
1994 $ 77.0 8.6% $ 5.7 4.4%
1993 $200.5 29.0% $ 12.2 15.7%
Twelve months ended June 30,
1994 $226.3 12.5% $ 14.2 5.2%
1993 $328.7 26.6% $ 16.9 11.3%
Net utility plant (unaudited) for the Missouri Properties, at December 31,
1993, approximated $296 million. This represents approximately seven percent
of the total Company net utility plant at December 31, 1993.
Separate audited financial information was not kept by the Company for
the Missouri Properties. This unaudited financial information is based on
assumptions and allocations of expenses of the Company as a whole.
3. SHORT-TERM DEBT
The Company's short-term financing requirements are satisfied through the
sale of commercial paper, short-term bank loans and borrowings under unsecured
lines of credit maintained with banks. At June 30, 1994, the Company had bank
credit arrangements available of $145 million.
4. COMMITMENTS AND CONTINGENCIES
As a part of its ongoing operations and construction program, the Company
had commitments under purchase orders and contracts which had an unexpended
balance of approximately $86 million at December 31, 1993. Approximately $36
million was attributable to modifications to upgrade the three turbines at
Jeffrey Energy Center to be completed by December 31, 1998.
Spent Nuclear Fuel Disposal. Under the Nuclear Waste Policy Act of 1982,
the U.S. Department of Energy (DOE) is responsible for the ultimate storage
and disposal of spent nuclear fuel removed from nuclear reactors. Under a
contract with the DOE for disposal of spent nuclear fuel, the Company pays a
quarterly fee to DOE of one mill per kilowatthour on net nuclear generation.
These fees are included as part of nuclear fuel expense.
<PAGE>
The Company along with the other co-owners of Wolf Creek are among 14
companies that filed a lawsuit June 20, 1994, seeking an interpretation of the
DOE's obligation to begin accepting spent nuclear fuel for disposal in 1998.
The Federal Nuclear Waste Policy Act requires DOE ultimately to accept and
dispose of nuclear utilities' spent fuel. The issue to be decided in this
case is whether DOE must begin accepting spent fuel in 1998 or at a future
date.
Decommissioning. In 1988 the Company estimated that it would expend
approximately $725 million for its share of Wolf Creek decommissioning costs
primarily during the period from 2025 through 2031. Such costs, estimated to
be approximately $97 million in 1988 dollars, are currently authorized in
rates. These costs were calculated using an assumed inflation rate of 5.15%
over the remaining service life, in 1988, of 37 years.
Decommissioning costs, calculated in the 1988 estimate, are being charged
to operating expenses. Amounts so expensed ($3.5 million in 1993 increasing
annually to $5.5 million in 2024) and earnings on trust fund assets are
deposited in an external trust fund which, when fully funded (assuming a
return on trust assets of 7%) will be used solely for the physical
decommissioning of Wolf Creek (immediate dismantlement method). Electric
rates charged to customers provide for recovery of these decommissioning costs
over the life of Wolf Creek.
The Company's investment in the decommissioning fund, including
reinvested earnings was $15.1 and $13.2 million at June 30, 1994 and December
31, 1993, respectively. These amounts are reflected in OTHER PROPERTY AND
INVESTMENTS, Decommissioning Trust, and the related liability is included in
DEFERRED CREDITS AND OTHER LIABILITIES, Other, on the consolidated balance
sheets.
On June 9, 1994, the KCC issued an order approving the decommissioning
cost of a 1993 Wolf Creek Decommissioning Cost Study which estimates the
Company's share of Wolf Creek decommissioning costs to be approximately $595
million during the period 2025 through 2033, or approximately $174 million in
1993 dollars. These costs were calculated using an assumed inflation rate of
3.45% over the remaining service life, in 1993, of 32 years.
The KCC also scheduled a hearing to review the funding level for the
decommissioning trust. Management believes the current level of funding will
meet the requirements of the 1993 cost study and is requesting no change to
the current funding level.
The Company carries $164 million in premature decommissioning insurance.
The insurance coverage has several restrictions. One of these is that it can
only be used if Wolf Creek incurs an accident exceeding $500 million in
expenses to safely stabilize the reactor, to decontaminate the reactor and
reactor station site in accordance with a plan approved by the Nuclear
Regulatory Commission (NRC), and to pay for on-site property damages. If the
amount designated as decommissioning insurance is needed to implement the NRC-
approved plan for stabilization and decontamination, it would not be available
for decommissioning purposes.
<PAGE>
Nuclear Insurance. The Price-Anderson Act limits the combined public
liability of the owners of nuclear power plants to $9.2 billion for a single
nuclear incident. The Wolf Creek owners (Owners) have purchased the maximum
available private insurance of $200 million and the balance is provided by an
assessment plan mandated by the NRC. Under this plan, the Owners are jointly
and severally subject to a retrospective assessment of up to $79.3 million
($37.3 million, Company's share) in the event there is a nuclear incident
involving any of the nation's licensed reactors. This assessment is subject
to an inflation adjustment based on the Consumer Price Index. There is a
limitation of $10 million ($4.7 million, Company's share) in retrospective
assessments per incident per year.
The Owners carry decontamination liability, premature decommissioning
liability, and property damage insurance for Wolf Creek totalling
approximately $2.8 billion ($1.3 billion, Company's share). This insurance is
provided by a combination of "nuclear insurance pools" ($1.3 billion) and
Nuclear Electric Insurance Limited (NEIL) ($1.5 billion). In the event of an
accident, insurance proceeds must first be used for reactor stabilization and
site decontamination. The remaining proceeds from the $2.8 billion insurance
coverage ($1.3 billion, Company's share), if any, can be used for property
damage up to $1.1 billion (Company's share) and premature decommissioning
costs up to $117.5 million (Company's share) in excess of funds previously
collected for decommissioning (as discussed under "Decommissioning"), with the
remaining $47 million (Company's share) available for either property damage
or premature decommissioning costs.
The Owners also carry additional insurance with NEIL to cover costs of
replacement power and other extra expenses incurred during a prolonged outage
resulting from accidental property damage at Wolf Creek. If losses incurred
at any of the nuclear plants insured under the NEIL policies exceed premiums,
reserves, and other NEIL resources, the Company may be subject to
retrospective assessments of approximately $9 million per year.
There can be no assurance that all potential losses or liabilities will
be insurable or that the amount of insurance will be sufficient to cover them.
Any substantial losses not covered by insurance, to the extent not recoverable
through rates, could have a material adverse effect on the Company's financial
condition and results of operations.
Clean Air Act. The Clean Air Act Amendments of 1990 (the Act) require a
two-phase reduction in sulfur dioxide and oxides of nitrogen (NOx) emissions
effective in 1995 and 2000 and a probable reduction in toxic emissions. To
meet the monitoring and reporting requirements under the acid rain program,
the Company is installing continuous monitoring and reporting equipment at a
total cost of approximately $10 million. At December 31, 1993, the Company
had completed approximately $4 million of these capital expenditures with the
remaining $6 million of capital expenditures to be completed in 1994 and 1995.
The Company does not expect additional equipment to reduce sulfur emissions to
be necessary under Phase II. The Company currently has no Phase I affected
units.
The NOx and toxic limits, which were not set in the law, will be
specified in future EPA regulations. The EPA has issued for public comment
preliminary NOx regulations for Phase I group 1 units. NOx regulations for
Phase II units and Phase I group 2 units are mandated in the Act to be
promulgated by January 1, 1997. Although the Company has no Phase I units,
the final NOx regulations for Phase I group 1 may allow for early compliance
for Phase II group 1 units. Until such time as the Phase I group 1 NOx
regulations are final, the Company will be unable to determine its compliance
options or related compliance costs.
<PAGE>
Fuel Commitments. To supply a portion of the fuel requirements for its
generating plants, the Company has entered into various commitments to obtain
nuclear fuel, coal, and natural gas. Some of these contracts contain
provisions for price escalation and minimum purchase commitments. At December
31, 1993, WCNOC's nuclear fuel commitments (Company's share) were
approximately $18.0 million for uranium concentrates expiring at various times
through 1997, $123.6 million for enrichment expiring at various times through
2014, and $45.5 million for fabrication through 2012. At December 31, 1993,
the Company's coal and natural gas contract commitments in 1993 dollars under
the remaining term of the contracts were $2.8 billion and $20.4 million,
respectively. The largest coal contract was renegotiated early in 1993 and
expires in 2020 with the remaining coal contracts expiring at various times
through 2013. The majority of natural gas contracts continue through 1995
with automatic one-year extension provisions. In the normal course of
business, additional commitments and spot market purchases will be made to
obtain adequate fuel supplies.
Environmental. The Company has been associated with 20 former
manufactured gas sites which may contain coal tar and other potentially
harmful materials. These sites were operated decades ago by other companies,
and were acquired by the Company after they had ceased operation. The
Environmental Protection Agency (EPA) has performed preliminary assessments of
seven of these sites (EPA sites), four of which are under site investigation.
The Company has not received any indication from the EPA that further action
will be taken at the EPA sites, nor does the Company have reason to believe
there will be any fines or penalties related to these sites. The Company and
the Kansas Department of Health and Environment entered into a consent
agreement to conduct separate preliminary assessments of these sites. The
preliminary assessments of these sites have been completed at a total cost of
approximately $500,000. The Company has initiated site investigation and risk
assessment of the highest priority site and anticipates a total cost for site
investigations of approximately $500,000 to $700,000 in 1994. Until such time
that risk assessments are completed at this or the remaining sites, it will be
impossible to predict the cost of remediation. However, the Company is aware
of other utilities in Region VII of the EPA (Kansas, Missouri, Nebraska, and
Iowa) which have incurred remediation costs for such sites ranging between
$500,000 and $10 million, depending on the site. The Company is also aware
that the KCC has permitted another Kansas utility to recover a portion of the
remediation costs through rates. To the extent that such remediation costs
are not recovered through rates, the costs could be material to the Company's
financial position or results of operations depending on the degree of
remediation and number of years over which the remediation must be completed.
The Company has been identified as one of numerous potentially
responsible parties in five hazardous waste sites listed by the EPA as
Superfund sites. One site is a groundwater contamination site in Wichita,
Kansas, and two are oil soil contamination sites in Missouri. The other two
sites are solid waste land-fills located in Edwardsville and Hutchinson,
Kansas. The Company's obligation at these sites appears to be limited, and it
is the opinion of the Company's management that the resolution of these
matters will not have a material impact on the financial position of the
Company or results of operations.
<PAGE>
As part of the sale of the Company's Missouri Properties to Southern
Union, Southern Union assumed responsibility under an agreement for any
environmental matters pending at the date of the sale or that may arise after
closing. For any environmental matters pending or discovered within two years
of the date of the agreement, and after pursuing several other potential
recovery options, the Company may be liable for up to a maximum of $7.5
million under a sharing arrangement with Southern Union provided for in the
agreement.
For more information with respect to Commitments and Contingencies, see
Note 4, COMMITMENTS AND CONTINGENCIES of the Company's 1993 Annual Report on
Form 10-K.
5. LEGAL PROCEEDINGS
On June 1, 1994, Southern Union filed an action against the Company and
others in the Federal District Court for the Western District of Missouri
(Southern Union Company v. Western Resources, Inc. et al., Case No 94-509-CV-
W-8) alleging, among other things, breach of contract relating to certain
assumed contracts, and requesting unspecified monetary damages as well as
declaratory relief. On August 1, 1994, the Company filed its answer and
counterclaim denying Southern Union's claims and requesting declaratory relief
with respect to certain adjustments in the purchase price for the Missouri
properties proposed by Southern Union and disputed by the Company. See Note
2, SALE OF MISSOURI NATURAL GAS DISTRIBUTION PROPERTIES.
For additional information with respect to Legal Proceedings see Note 15,
LEGAL PROCEEDINGS of the Company's 1993 Annual Report on Form 10-K.
6. RATE MATTERS AND REGULATION
On June 20, 1994, Williams Natural Gas Company (WNG) filed an application
with FERC to direct bill approximately $29.9 million of transition costs to
the Company related to natural gas sales service in Kansas, Missouri, and
Oklahoma. FERC issued an order authorizing the direct billing, subject to
refund, beginning July 20, 1994. The Company believes substantially all of
these costs and any future transition costs ultimately will be recovered
through charges to its current Kansas and Oklahoma and former Missouri
customers, and any unrecovered transition costs will not be material to the
Company's financial position or results of operations. For additional
information with respect to FERC Order No. 636 see Management's Discussion and
Analysis, OTHER INFORMATION of the Company's 1993 Annual Report on Form 10-K.
Gas Transportation Charges. On September 12, 1991, the KCC authorized
the Company to begin recovering, through the Purchase Gas Adjustment (PGA),
deferred supplier gas transportation costs of $9.9 million incurred through
December 31, 1990, based on a three-year amortization schedule. On December
30, 1991, the KCC authorized the Company to recover deferred transportation
costs of approximately $2.8 million incurred subsequent to December 31, 1990
through the PGA over a 32-month period. At June 30, 1994, approximately $2.6
million of these deferrals remain in other deferred charges on the
consolidated balance sheet.
KCC Rate Proceedings. On January 24, 1992, the KCC issued an order
allowing the Company to continue the deferral of service line replacement
program costs incurred since January 1, 1992, including depreciation, property
taxes, and carrying costs for recovery in the next general rate case. At June
30, 1994, approximately $4.6 million of these deferrals have been included in
other deferred charges on the consolidated balance sheet.
<PAGE>
On December 30, 1991, the KCC approved a permanent natural gas rate
increase of $39 million annually and the Company discontinued the deferral of
accelerated line survey costs on January 1, 1992. Approximately $5.7 million
of deferred costs remain in other deferred charges on the consolidated balance
sheet at June, 30, 1994, with the balance being included in rates and
amortized to expense during a 43-month period, commencing January 1, 1992.
For additional information with respect to Rate Matters and Regulation
see Note 5, RATE MATTERS AND REGULATION of the Company's 1993 Annual Report on
Form 10-K.
7. INCOME TAXES
Total income tax expense included in the Consolidated Statements of
Income reflects the Federal statutory rate of 35% since January 1, 1993 and
34% for all prior periods. The Federal statutory rate produces effective
income tax rates of 33.4% and 32.4% for the three month periods, 34.9% and
32.0% for the six month periods, and 32.5% and 30.1% for the twelve month
periods ended June 30, 1994 and 1993, respectively. The effective income tax
rates vary from the Federal statutory rate due to permanent differences,
including the amortization of investment tax credits, and accelerated
amortization of certain deferred income taxes.
For additional information with respect to Income Taxes see Note 12,
INCOME TAXES of the Notes to Consolidated Financial Statements in the
Company's 1993 Annual Report on Form 10-K.
8. EMPLOYEE BENEFIT PLANS
The Company adopted Statement of Financial Accounting Standards No. 112
(SFAS 112) in the first quarter of 1994, which established accounting and
reporting standards for postemployment benefits. The statement requires the
Company to recognize the liability to provide postemployment benefits when the
liability has been incurred. To mitigate the impact adopting SFAS 112 will
have on rate increases, the Company received an order from the KCC permitting
the initial deferral of SFAS 112 transition costs and expenses and its
inclusion in the future computation of cost of service net of an income stream
generated from corporate-owned life insurance (COLI). At June 30, 1994, the
Company's SFAS 112 liability recorded on the consolidated balance sheet was
approximately $8.7 million.
At December 31, 1993, the Company's total Statement of Financial
Accounting Standards No. 106 (SFAS 106) obligation was approximately $166.5
million and the SFAS 106 expense was approximately $26.5 million for 1993.
With the sale of the Missouri Properties, the Company's SFAS 106 obligation at
December 31, 1993 would have been lower by approximately $40.1 million and the
1993 expense would have been $5.3 million lower. To mitigate the impact SFAS
106 expense will have on rate increases, the Company will include in the
future computation of cost of service the actual SFAS 106 expense and an
income stream generated from COLI. The extent SFAS 106 expense exceeds income
from the COLI program, this excess is being deferred to be offset by income
generated through the deferral period by the COLI program.
<PAGE>
WESTERN RESOURCES, INC.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following Management's Discussion and Analysis of Financial Condition
and Results of Operations should be read in conjunction with MANAGEMENT'S
DISCUSSION AND ANALYSIS of the Company's 1993 Annual Report on Form 10-K.
The following updates the information provided in the 1993 Annual Report
on Form 10-K and analyzes the changes in the results of operations between the
three, six, and twelve month periods ended June 30, 1994 and comparable
periods of 1993.
As a result of the sale of the Missouri Properties, as described in Note
2, SALE OF MISSOURI NATURAL GAS DISTRIBUTION PROPERTIES, of the Notes to
Consolidated Financial Statements (Note 2), the Company recognized a gain of
approximately $19.3 million, net of tax, and ceased recording the results of
operations for the Missouri Properties during the first quarter of 1994.
Consequently, the Company's results of operations for the three, six, and
twelve months ended June 30, 1994 are not fully comparable to the results of
operations for the same periods ending June 30, 1993.
For additional information regarding the sale of the Missouri Properties
and the pending litigation see Note 2 and Note 5, LEGAL PROCEEDINGS, of the
Notes to Consolidated Financial Statements.
FINANCIAL CONDITION
General. Net income for the second quarter of 1994 was $30 million, down
slightly from net income of $31 million for the same period of 1993. The
Company earned $0.44 per share of common stock for the second quarter of 1994,
a decrease of $0.03 per share from the second quarter of 1993. There were
61,617,873 and 58,045,550 shares outstanding for the second quarter of 1994
compared to 1993, respectively.
The decrease in earnings is primarily a result of higher income taxes
caused by the completion of the KG&E accelerated amortization of certain
deferred income tax reserves. As of December 31, 1993, KG&E had fully
amortized these deferred income tax reserves related to the allowance for
borrowed funds used during construction capitalized for Wolf Creek. The
absence of the amortization of these deferred income tax reserves reduces net
income by approximately $3 million per quarter or approximately $12 million
per year.
Partially offsetting the decrease in net income for the quarter were
increased electric sales as a result of increased cooling load caused by
warmer weather in the second quarter of 1994 compared to 1993 as well as
reduced interest expense.
Operating revenues were $341 million and $400 million for the quarters
ended June 30, 1994 and 1993, respectively. The decrease in revenues is
primarily a result of the sale of the Missouri Properties (see Note 2).
<PAGE>
Net income for the six and twelve months ended June 30, 1994, was $96
million and $188 million, respectively, compared to $86 million and $167
million for the comparable periods of 1993. The increase for both periods is
primarily the result of increased electric sales and the gain on the sale of
the Missouri Properties. Partially offsetting these increases was the
completion of the amortization of certain deferred income tax reserves
discussed previously.
Operating revenues were $880 million for the six months ended June 30,
1994 compared to $980 million for the same period of 1993. The decrease in
revenues is primarily a result of the sale of the Missouri Properties. For
the twelve months ended June 30, 1994, operating revenues of $1.8 billion were
down less than one percent from the same period of 1993.
The quarterly dividend rate is $0.495 per share, for an indicated annual
rate of $1.98 per share. The book value per share was $23.54 at June 30,
1994, up from $23.08 at December 31, 1993.
Liquidity and Capital Resources. The Company's short-term debt balance
at June 30, 1994, decreased approximately $223 million from December 31, 1993,
primarily as a result of the receipt of the proceeds from the sale of the
Missouri Properties and KG&E's issuance, on January 20, 1994, of $100 million
of first mortgage bonds.
On April 28, 1994, two series of Market-Adjusted Tax Exempt Securities
(MATES) totalling $75.5 million were sold on behalf of the Company at a rate
of 2.95% for the initial auction period. The interest rate is being reset
periodically via an auction process. As of June 30, 1994, the rate on these
bonds was 2.98% for $45 million and 2.9% for the remaining $30.5 million. The
net proceeds from the new issues, together with available cash, were used to
refund two series of pollution control bonds totalling $75.5 million bearing
interest rates of 5.9% and 6.75%.
On April 28, 1994, three series of MATES totalling $46.4 million were
sold on behalf of KG&E at a rate of 2.95% for the initial auction period. The
interest rate is being reset periodically via an auction process. As of June
30, 1994, the rate on these bonds was 2.86% for each series. The net proceeds
from the new issues, together with available cash, were used to refund three
series of pollution control bonds totalling $46.4 million bearing interest
rates between 5 7/8% and 6.8%.
In 1986 the KG&E purchased corporate-owned life insurance policies (COLI)
on certain of its employees. For the six months ended June 30, 1994, KG&E
increased its borrowings against the accumulated cash surrender values of the
policies by $39.2 million and received $1.6 million from increased borrowings
on Wolf Creek Nuclear Operating Company policies.
OPERATING RESULTS
Revenues. The Company's revenues vary with levels of usage as a result
of changing weather conditions during comparable periods and are sensitive to
seasonal fluctuations between consecutive periods. Future electric and
natural gas sales will continue to be affected by weather conditions,
competing fuel sources, wholesale demand, and the overall economy of the
Company's service area. <PAGE>
The following table reflects changes in electric sales for the three,
six, and twelve months ended June 30, 1994 from the comparable periods of
1993.
Changes in electric sales volumes:
3 Months 6 Months 12 Months
ended ended ended
Residential 15.0% 3.1% 6.1%
Commercial 5.1% 5.9% 4.3%
Industrial 3.9% 0.7% -
Total retail sales 7.5% 3.1% 3.3%
Wholesale and interchange 4.4% 19.5% 31.3%
Total electric sales 6.9% 6.3% 8.8%
Electric revenues increased four and two percent for the three and six
months ended June 30, 1994 compared to the same periods of 1993. These
increases are primarily attributable to increased sales for air conditioning
load as a result of above normal temperatures in the second quarter of 1994
compared to below normal temperatures in the second quarter of 1993.
Interchange and wholesale revenues increased as a result of additional
interchange customers. In February 1994, the Company was able to add new
interchange customers when it joined the Western Systems Power Pool which
opened additional markets for interchange power.
Electric revenues for the twelve months ended June 30, 1994, increased
six percent as a result of increased sales for air conditioning load in the
third quarter of 1993 and the second quarter of 1994 caused by warmer
temperatures in both quarters compared to the prior year.
Also contributing to the increase in revenues for the twelve months ended
is an increase in wholesale revenues as a result of other utilities' need for
power to meet peak demand periods while those utilities' units were out of
service due to the 1993 summer flooding and the addition of the new
interchange customers.
The following table reflects changes in natural gas sales for the three,
six, and twelve months ended June 30, 1994 from the comparable periods of
1993.
Changes in natural gas sales volumes (decrease):
3 Months 6 Months 12 Months
ended ended ended
Residential (56.5)% (34.2)% (20.8)%
Commercial (58.1)% (38.0)% (23.8)%
Industrial (72.8)% (65.3)% (63.0)%
Transportation (31.3)% (26.9)% (10.2)%
Total deliveries (47.3)% (33.3)% (18.6)%
Natural gas revenues and sales decreased significantly for the three,
six, and twelve months ended June 30, 1994 compared to the same periods of
1993 as a result of the sale of the Missouri Properties in the first quarter
of 1994 (see Note 2).
<PAGE>
Also contributing to the decreases were lower natural gas sales for space
heating as a result of the milder temperatures during the 1994 heating season.
Partially offsetting these decreases was a higher unit gas cost being
recovered from customers through Purchased Gas Adjustment clauses (PGA).
Operating Expenses. Total operating expenses decreased 16 percent and
ten percent for the quarter and six months ended June 30, 1994 compared to the
same periods of 1993. This decrease is primarily the result of the sale of
the Missouri Properties (see Note 2).
Partially offsetting these decreases were higher nuclear fuel costs,
increased income tax expense, and a higher unit cost of gas which is passed on
to customers through the PGA. Nuclear fuel costs were higher for the quarter
and six months ended June 30, 1994, compared to 1993 as a result of the full
availability of Wolf Creek during these periods. Beginning March 5, 1993,
Wolf Creek was taken off-line for approximately 73 days for scheduled
refueling and maintenance.
As of December 31, 1993, KG&E had fully amortized its deferred income tax
reserves related to the allowance for borrowed funds used during construction
capitalized for Wolf Creek. The completion of the amortization of these
deferred income tax reserves increased income taxes and thereby reduced net
income by approximately $3 million and $6 million for the quarter and six
months ended June 30, 1994, respectively.
Also offsetting the decrease for the quarter ended June 30, 1994, were
increased purchased power expense and maintenance expense. Purchased power
expense increased as a result of higher sales and certain generating units
being down for maintenance. Maintenance expense was higher due to increased
maintenance performed at power plants.
Total operating expenses increased less than one percent for the twelve
months ended June 30, 1994. Contributing to this increase were higher fuel
costs, increased income tax expense and a higher unit cost of natural gas
which is passed on to customers through the PGA.
Fuel costs were higher for the twelve months ended June 30, 1994 compared
to 1993 as a result of increased electric generation to meet increased sales
and the full availability of Wolf Creek during this period. Income tax
expense increased as a result of higher net income and the completion of the
accelerated amortization of income tax reserves discussed previously.
Partially offsetting these increases for the twelve months ended were
lower natural gas purchases as a result of the sale of the Missouri Properties
(see Note 2) and lower natural gas sales for space heating as a result of the
milder temperatures during the 1994 heating season.
Other Income and Deductions. Other income and deductions, net of taxes,
was significantly lower for the quarter ended June 30, 1994 compared to 1993
as a result of increased interest expense on COLI borrowings.
<PAGE>
Other income and deductions, net of taxes, was higher for the six and
twelve months ended June 30, 1994 compared to 1993 due to the recognizing of
the gain on the sale of the Missouri Properties of approximately $19.3
million, net of tax, (see Note 2). Partially offsetting these increases was
increased interest expense on COLI borrowings.
Interest Charges and Preferred and Preference Dividend Requirements.
Total interest charges decreased for the three, six, and twelve months ended
June 30, 1994 from the comparable periods in 1993, as a result of lower debt
balances and the refinancing of higher cost debt, as well as increased COLI
borrowings which interest is reflected in Other Income and Deductions on the
consolidated income statement.
<PAGE>
WESTERN RESOURCES, INC.
Part II Other Information
Item 5. Other Information
On June 28, 1994, the Company announced a preliminary agreement with
Enron Gas Services Group (EGS) of Houston, Texas, to form an entity to develop
a natural gas market center for the mid-continent region of the U.S. The
market center will use the Company's existing intrastate pipeline facilities
to move natural gas between interstate pipelines to create a natural gas
marketplace with multiple supply sources and market outlets.
It is anticipated that the Company will be responsible for field
operations and gas control functions, while EGS will be responsible for
commercial operation. The companies also plan to enhance market center
service by offering various storage service from the Company's storage
facilities. The project will mean the addition of some facilities to the
natural gas transmission system. The center will not have separate staffing
and each company will perform its responsibilities within its current
corporate structure. The project investment will be shared by EGS and the
Company with costs being recovered through fees received from users. Retail
customers of the Company will not be charged any of these costs.
The Company and EGS are currently negotiating a definitive agreement.
The transaction is subject to various regulatory approvals.
For additional information see Item 1. BUSINESS, Natural Gas Operations,
included in the Company's 1993 Annual Report on Form 10-K.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 3 - Amendments to the Restated Articles of Incorporation
of the Company (filed electronically)
Exhibit 10 - A Rail Transportation Agreement among Burlington
Northern Railroad Company, The Union Pacific Railroad
Company and the Company (filed electronically)
Exhibit 99 - Kansas Gas and Electric Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1994 (filed
electronically)
(b) Reports on Form 8-K:
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Western Resources, Inc.
Date August 11, 1994 By S. L. Kitchen
S. L. Kitchen, Executive Vice President
and Chief Financial Officer
Date August 11, 1994 By Jerry D. Courington
Jerry D. Courington,
Controller
<PAGE>
Exhibit 3
CERTIFICATE OF AMENDMENT TO RESTATED ARTICLES
OF INCORPORATION, AS AMENDED, OF
WESTERN RESOURCES, INC.
We, John E. Hayes, Jr., Chairman of the Board, President,
and Chief Executive Officer and Richard D. Terrill, Secretary of
the above named corporation, a corporation organized and existing
under the laws of the State of Kansas, do hereby certify that at
a meeting of the Board of Directors of said corporation, the
board adopted resolutions setting forth the following amendments
to the Restated Articles of Incorporation and declaring their
advisability:
That the Restated Articles of Incorporation of the Company
be amended as follows:
(i) Reference to the Company as "Surviving Corporation" or
"Company" shall be amended to refer to the
"Corporation".
(ii) Reference to "Shareholder" shall be amended to refer to
"Stockholder".
(iii) Articles I, IV, XIII, XIV, XV, and XVI relating to the
merger of the Kansas Electric Power Company with the
Company shall be deleted in their entirety.
(iv) The remaining Articles shall be renumbered to reflect
the deletions in (iii) above.
Article V shall be amended in its entirety to read as
follows:
The Corporation is organized for profit, and the
purpose for which said corporation is formed is to
engage in any lawful act or activity for which
corporations may be organized under the Kansas General
Corporation Code or any other laws of the State of
Kansas, including, but not limited to, the business of
an electric and gas utility.
Article X shall be amended to read in its entirety as
follows:
The Board of Directors may make and from time-to-time
may alter, amend, or repeal any By-law, subject to the
power of the stockholders to amend, alter, or repeal
the same.
Article XI shall be amended by deleting the words "at any
annual or special meeting" to read as follows:
(a) The number of directors shall not be less than
seven nor more than fifteen and the precise number
shall be determined from time-to-time by the Board of
Directors within such minimum and maximum number,
provided, that unless approved by a majority of the
stockholders entitled to vote, the number of directors
shall not be reduced to terminate the office of a
director during the term for which he was elected.
Article XII shall be amended to read in its entirety as
follows:
Meetings of stockholders may be held within or without the
State of Kansas. The books of the Corporation may be kept
within or (subject to the applicable provisions of the laws
of the State of Kansas) outside of the State of Kansas at
such place or places as may be from time-to-time designated
by the Board.
Subject to the rights of holders of Preferred Stock in
accordance with Section A of Article IV, only persons who
are nominated in accordance with the procedures set forth in
this paragraph shall be eligible to be nominated as
directors at any meeting of the stockholders of the
Corporation. At any meeting of the stockholders of the
Corporation, nominations of persons for election to the
Board of Directors may be made (1) by or at the direction of
the Board of Directors or (2) by any stockholder of the
Corporation who is a holder of record at the time of giving
the notice provided for in this paragraph, who shall be
entitled to vote at the meeting, and who complies with the
notice procedures set forth in this paragraph. For a
nomination to be properly brought before a stockholders'
meeting by a stockholder, timely written notice shall be
made to the Secretary of the Corporation. The stockholder's
notice shall be delivered to, or mailed and received at, the
principal office of the Corporation no less than 35 days nor
more than 50 days prior to the meeting; provided, however,
in the event that less than 45 days notice or prior public
disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be
received not later than the close of business on the tenth
day following the day on which the notice of the date of the
meeting was mailed or the public disclosure was made;
provided further however, notice by the stockholder to be
timely must be received in any event not later than the
close of business on the seventh day preceding the day on
which the meeting is to be held. The stockholder's notice
shall set forth (1) as to each person whom the stockholder
proposes to nominate for election or reelection as a
director, all information relating to such person that is
required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required by
applicable law (including the person's written consent to
being named as a nominee and to serving as a director if
elected), and (2) (a) the name and address, as they appear
on the Corporation's books, of the stockholder, (b) a
representation that the stockholder is a holder of record of
the stock entitled to vote at the meeting on the date of the
notice and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the
notice, and (c) a description of all arrangements or
understandings between the stockholder and each nominee and
any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be
made by the stockholder. The stockholder shall also comply
with all applicable requirements of the Securities and
Exchange Act of 1934, as amended (the "1934 Act") and the
rules and regulations thereunder with respect to the matters
set forth in this paragraph. If the chairman of the meeting
shall determine and declare at the meeting that a nomination
was not made in accordance with the procedures prescribed by
this paragraph, the nomination shall not be accepted.
At any meeting of the stockholders of the Corporation, only
such business shall be conducted as shall have been brought
before the meeting (1) by or at the direction of the Board
of Directors or (2) by any stockholder of the Corporation
who is a holder of record at the time of giving the notice
provided for in this paragraph, who shall be entitled to
vote at the meeting, and who complies with the notice
procedures set forth in this paragraph. For business to be
properly brought before a stockholders' meeting by a
stockholder, timely written notice shall be made to the
Secretary of the Corporation. The stockholder's notice
shall be delivered to, or mailed and received at, the
principal office of the Corporation not less than 35 days
nor more than 50 days prior to the meeting; provided,
however, in the event that less than 45 days notice or prior
public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholders to be
timely must be received not later than the close of business
on the tenth day following the day on which the notice of
the date of the meeting was mailed or the public disclosure
was made; provided further however, notice by the
stockholder to be timely must be received in any event not
later than the close of business on the seventh day
preceding the day on which the meeting is to be held. The
stockholder's notice shall set forth (1) a brief description
of the business desired to be brought before the meeting and
the reasons for considering the business, and (2) (a) the
name and address, as they appear on the Corporation's books,
of the stockholder, (b) a representation that the
stockholder is a holder of record of the stock entitled to
vote at the meeting on the date of the notice and intends to
appear in person or by proxy at the meeting to present the
business specified in the notice, and (c) any material
interest of the stockholder in the proposed business. The
stockholder shall also comply with all applicable
requirements of the 1934 Act and the rules and regulations
thereunder with respect to the matters set forth in this
paragraph. If the chairman of the meeting shall determine
and declare at the meeting that the proposed business was
not brought before the meeting in accordance with the
procedures by this paragraph, the business shall not be
considered.
The notice procedures set forth in this Article XII do not
change or limit any procedures the Corporation may require
in accordance with applicable law with respect to the
inclusion of matters in the Corporation's proxy statement.
We further certify that thereafter, pursuant to said
resolution, and in accordance with the by-laws of the corporation
and the laws of the State of Kansas, the Board of Directors held
a meeting of shareholders for consideration of the proposed
amendments, and thereafter, pursuant to notice and in accordance
with the statutes of the State of Kansas, the shareholders
convened and considered the proposed amendments.
We further certify that at the meeting a majority of the
shares of common stock entitled to vote and a majority of common
and preferred shares together entitled to vote, voted in favor of
the proposed amendments.
We further certify that the amendments were duly adopted in
accordance with the provisions of K.S.A. 17-6602, as amended.
We further certify that the capital of said corporation will
not be reduced under or by reason of said amendments.
IN WITNESS WHEREOF, we have hereunto set our hands and
affixed the seal of said corporation the 26th day of May, 1994.
John E. Hayes, Jr.
Chairman of the Board,
President, and Chief Executive
Officer
Richard D. Terrill
Secretary
State of Kansas )
) ss.
County of Shawnee )
Be it remembered that before me, a Notary Public in and for
the aforesaid county and state, personally appeared John E.
Hayes, Jr., Chairman of the Board, President, and Chief Executive
Officer, and Richard D. Terrill, Secretary of the corporation
named in this document, who are known to me to be the same
persons who executed the foregoing certificate and duly
acknowledge that execution of the same this 26th day of May,
1994.
Notary Public
EXHIBIT 10
A RAIL TRANSPORTATION AGREEMENT
AMONG
BURLINGTON NORTHERN RAILROAD COMPANY,
THE UNION PACIFIC RAILROAD COMPANY
AND
WESTERN RESOURCES, INC.
<PAGE>
TABLE OF CONTENTS
Article I. GENERAL DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . 2
Article II. EFFECTIVE DATE AND TERM OF AGREEMENT . . . . . . . . . . . . . . 4
Article III. TRANSPORTATION PROVIDED UNDER THIS AGREEMENT . . . . . . 5
A. Transportation Services. . . . . . . . . . . . . . . . . . . . . 5
B. Routing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
C. Transportation of Empty Railcars . . . . . . . . . . . . . . . . 5
Article IV. EQUIPMENT COMMITMENTS. . . . . . . . . . . . . . . . . . . . . . 6
A. Railcar Supply . . . . . . . . . . . . . . . . . . . . . . . . . 6
B. Railcar Specifications . . . . . . . . . . . . . . . . . . . . . 6
C. Railcar Repairs and Maintenance. . . . . . . . . . . . . . . . . 7
D. Shipper Supplied Railcars Damaged or Destroyed . . . . . . . . . 7
E. Substitute Railcars Damaged or Destroyed . . . . . . . . . . . 10
F. Shipper Supplied Railcars Damaged or Destroyed
Due to Mechanical Defect . . . . . . . . . . . . . . . . . . . .11
G. Locomotives and Cabooses . . . . . . . . . . . . . . . . . . . 12
Article V. SHIPPER'S VOLUME COMMITMENTS . . . . . . . . . . . . . . . . . 13
A. Minimum Annual Volume. . . . . . . . . . . . . . . . . . . . . 13
B. Train Cycle Time and Tonnage . . . . . . . . . . . . . . . . . 15
Article VI. TRAIN SIZE AND WEIGHT; LOADING AND UNLOADING . . . . . . . . . 15
A. Train Size . . . . . . . . . . . . . . . . . . . . . . . . . . 15
B. Designation of Origins . . . . . . . . . . . . . . . . . . . . 15
C. Loading and Unloading; Loading and Unloading
Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . .16
D. Advance Notice . . . . . . . . . . . . . . . . . . . . . . . . 18
E. Transportation of Train Through Loading
and Unloading Facilities . . . . . . . . . . . . . . . . . . . .18
F. Loading Time . . . . . . . . . . . . . . . . . . . . . . . . . 18
G. Unloading Time . . . . . . . . . . . . . . . . . . . . . . . . 19
H. Placement. . . . . . . . . . . . . . . . . . . . . . . . . . . 20
I. Loading Disability . . . . . . . . . . . . . . . . . . . . . . 22
J. Unloading Disability . . . . . . . . . . . . . . . . . . . . . 23
K. Notices for Train Movement . . . . . . . . . . . . . . . . . . 24
Article VII. WEIGHING AND DETERMINATION OF WEIGHTS. . . . . . . . . 25
Article VIII. HOLDING OR RELEASING OF TRAIN CREWS
AND/OR LOCOMOTIVES . . . . . . . . . . . . . . . . . . .26
A. Hold Charge. . . . . . . . . . . . . . . . . . . . . . . . . . 26
B. Release Charge . . . . . . . . . . . . . . . . . . . . . . . . 27
<PAGE>
Article IX. MISCELLANEOUS HANDLING OF RAILCARS . . . . . . . . . . 28
A. Removal, Rotation and/or Addition of Railcars. . . . . . . . . 28
B. Out-of-Route Movement. . . . . . . . . . . . . . . . . . . . . 29
C. Railcar Storage Charge . . . . . . . . . . . . . . . . . . . . 30
D. Switching Charge . . . . . . . . . . . . . . . . . . . . . . . 30
E. Service Maintenance. . . . . . . . . . . . . . . . . . . . . . 31
Article X. CONTRACT RATES . . . . . . . . . . . . . . . . . . . . 32
A. Base Rates . . . . . . . . . . . . . . . . . . . . . . . . . . 32
B. Application of Base Rates. . . . . . . . . . . . . . . . . . . 32
C. Rates for Shipments in Early 1993. . . . . . . . . . . . . . . 33
Article XI. ADJUSTMENTS TO RATES AND CHARGES . . . . . . . . . . . 33
Article XII. PAYMENT PROCEDURES . . . . . . . . . . . . . . . . . . 37
Article XIII. FORCE MAJEURE. . . . . . . . . . . . . . . . . . . . . 38
Article XIV. LIABILITY FOR COAL LOSS OR DAMAGE. . . . . . . . . . . 40
Article XV. CLAIMS PROCEDURES. . . . . . . . . . . . . . . . . . . 41
A. Overcharges. . . . . . . . . . . . . . . . . . . . . . . . . . 41
B. Undercharges . . . . . . . . . . . . . . . . . . . . . . . . . 41
C. Damage to Equipment. . . . . . . . . . . . . . . . . . . . . . 41
D. Coal Loss or Damage. . . . . . . . . . . . . . . . . . . . . . 41
E. Amount Due Under Claims. . . . . . . . . . . . . . . . . . . . 42
Article XVI. CHOICE OF LAW. . . . . . . . . . . . . . . . . . . . . 42
Article XVII. SEVERABILITY AND CANCELLATION IN THE
EVENT OF CHANGE IN LAW OR REGULATIONS. . . . . . . . . .42
Article XVIII. TERMINATION. . . . . . . . . . . . . . . . . . . . . . 43
Article XIX. BINDING EFFECT . . . . . . . . . . . . . . . . . . . . 43
Article XX. NONDISCLOSURE: CONFIDENTIALITY . . . . . . . . . . . . 43
Article XXI. NOTICES. . . . . . . . . . . . . . . . . . . . . . . . 44
Article XXII. ENTIRETY AND AMENDMENTS. . . . . . . . . . . . . . . . 45
Article XXIII. NONWAIVER OF RIGHTS AND OBLIGATIONS. . . . . . . . . . 45
Article XXIV. RECORDS. . . . . . . . . . . . . . . . . . . . . . . . 46
Article XXV. INDEMNITIES. . . . . . . . . . . . . . . . . . . . . . 46
Article XXVI. CONSTRUCTION OF TERMS. . . . . . . . . . . . . . . . . 48
Article XXVII. CAPTIONS . . . . . . . . . . . . . . . . . . . . . . . 48
Article XXVIII. EFFECT OF PRIOR AGREEMENTS . . . . . . . . . . . . . . 48
Article XXIX. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . 48
Article XXX. DISPUTE RESOLUTION . . . . . . . . . . . . . . . . . . 49
A. General. . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
B. Negotiations . . . . . . . . . . . . . . . . . . . . . . . . . 49
C. Alternative Dispute Resolution Procedure . . . . . . . . . . . 50
<PAGE>
RAIL TRANSPORTATION AGREEMENT
ICC-BN-C-2801
This Agreement, made as of this 27th day of January, 1993,
by and among the Union Pacific Railroad Company (UP), a Utah
Corporation, Burlington Northern Railroad Company (BN), a
Delaware Corporation (hereinafter collectively referred to as
Railroads), and Western Resources, Inc. (Shipper), a Kansas
Corporation, on behalf of itself and the owners of the Jeffrey
Energy Center.
WHEREAS, Shipper has entered into a supply contract for
Powder River Basin Coal for its Jeffrey Energy Center (JEC),
located near St. Marys, Kansas, and may enter into one or more
other such contracts in the future for a supply of coal to JEC,
and desires to provide for transportation of such Coal to JEC;
and
WHEREAS, Railroads are common carriers subject to the
Interstate Commerce Act, 49 U.S.C. Paragraph 10101, et seq., and
Railroads and Shipper desire to enter into a contractual
arrangement pursuant to 49 U.S.C. Paragraph 10713 whereby Shipper
will cause to be loaded and Railroads will transport Coal
originating at mines
<PAGE>
located in the Powder River Basin of Wyoming and destined to JEC;
and
WHEREAS, the parties also desire to provide for
transportation, equipment, service and volume commitments, rates,
adjustments to rates and charges, payment procedures, and other
matters hereinafter specified; and
WHEREAS, the parties further desire that the contractual
arrangement promote maximum equipment utilization and efficiency;
THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the
receipt of which is hereby acknowledged, Railroads and Shipper
agree as follows:
Article I. GENERAL DEFINITIONS.
For purposes of this Agreement:
A. AAR Rules shall mean the rules set out in the Field
Manual and Office Manual of the Interchange Rules
adopted by the Association of American Railroads (AAR),
as amended from time to time.
B. Coal shall mean that mineral substance which is
classified as subbituminous coal by the American
Society for Testing and Materials and whose Standard
Transportation Commodity Code (STCC) begins with the
three digits 11-2 as set forth in STCC Tariff 6001-V.
This substance may be processed or treated but not
dried.
C. Destination shall mean JEC near St. Marys, Pottawatamie
County, Kansas.
<PAGE>
D. ICC shall mean the Interstate Commerce Commission or
its successor agency or body having the same or similar
jurisdiction over common carriers by rail in interstate
commerce.
E. Loading Facility shall mean the equipment and support
facilities used to load Trains with Coal at Origin
including, but not limited to: rail trackage; raw coal
hopper; crusher, processing and/or preparation plants;
all coal storage facilities; and conveyor systems from
raw coal hopper through all intermediate phases to the
railcar loading chutes.
F. Origins shall mean the Eagle Butte and Belle Ayr mines
of AMAX Coal West, Inc.; provided, if Shipper's Mine
Operator provides Shipper with Coal from some other
mine located in Campbell and Converse Counties,
Wyoming, then Railroads shall transport said Coal
subject to the same rates, charges and other provisions
of this Agreement.
G. Shipper's Mine Operator shall mean Amax Coal West, Inc.
or its successor as operator of the mines identified in
Article I.F. or any other operator of a mine located in
Campbell and Converse Counties, Wyoming.
H. Shipper Supplied Railcar shall mean a railcar furnished
by Shipper and placed in service under this Agreement.
I. Ton shall mean a ton of 2,000 pounds avoirdupois.
J. Train shall mean not less than 115 railcars,
locomotives and a caboose or other end of train device,
as described in Article VI.A., and assembled as an
operating unit.
K. Unloading Facility shall mean the equipment necessary
to remove Coal from railcars and transfer such Coal to
stockpiles and/or bunkers at Destination.
<PAGE>
Article II. EFFECTIVE DATE AND TERM OF AGREEMENT.
1. This Agreement shall become effective upon filing of a
contract summary with the ICC; provided, until the ICC approves
this Agreement performance hereunder shall be subject to the
conditions of 49 C.F.R. Paragraph 1313.3(a). The term shall
commence on the Effective Date and shall terminate at 11:59 p.m.,
Mountain Standard Time, December 31, 2013. Within five (5) days
of receipt by BN of a fully executed copy of this Agreement, BN
shall file the requisite contract summary with the ICC pursuant
to 49 U.S.C. Paragraph 10713 and regulations promulgated
thereunder.
2. The parties hereto acknowledge that the rates, terms,
and conditions set forth herein were mutually agreed upon on
January 27, 1993. As part of their agreement, the parties agreed
to apply the provisions of this Agreement, under authority of
49 C.F.R. Paragraph 1313.3(c), to all transportation service
provided by Railroads on or after such date and prior to this
Agreement's approval by the ICC. It was further agreed that upon
approval of this Agreement by the ICC all shipments moving from
Origins to Destination shall be treated as having moved pursuant
to this Agreement, but only if such shipments complied with the
terms and provisions of this Agreement in all respects.
<PAGE>
Article III. TRANSPORTATION PROVIDED UNDER THIS AGREEMENT.
A. Transportation Services.
Railroads shall transport all Coal loaded in railcars
and tendered by Shipper at Origins and shall deliver loaded
railcars to Destination as set forth in this Agreement.
B. Routing.
Except as otherwise provided in this Agreement, loaded
Trains under this Agreement shall be transported via BN-
Northport, Nebraska-UP from Origins to Destination and empty
railcars will be transported via the reverse route (Planned Route
of Movement); provided, Railroads may, at their option, use
alternate routes for their operating convenience, subject to the
same rates, charges and other provisions of this Agreement. BN's
Planned Route of Movement from Origins to Northport, Nebraska, is
via Edgemont, South Dakota. If Railroads change the Planned
Route of Movement from that designated in this Section, they must
first obtain written approval from Shipper, which approval will
not be unreasonably withheld. If Shipper's designated railcar
repair and/or maintenance facility would be left off the Planned
Route of Movement on account of a change in the Planned Route of
Movement utilized by Railroads, then Railroads may use such
alternate route only if Shipper's Trains are transported to and
from such railcar repair and/or maintenance facility at no charge
to Shipper.
<PAGE>
C. Transportation of Empty Railcars.
As part of the transportation provided under this
Agreement, Railroads shall, at no additional charge to Shipper,
transport empty railcars to Origins from Destination as described
in Section B., above.
Article IV. EQUIPMENT OBLIGATIONS.
A. Railcar Supply.
1. Shipper shall furnish sufficient railcars, including
spares, to assemble Trains of 115 railcars for shipments under
this Agreement at no charge to Railroads, except as otherwise
provided in this Agreement.
2. BN shall store spare Shipper Supplied Railcars at
locations that it deems appropriate in order that such railcars
will be available for substitution in a Train; provided, BN shall
not be obligated to store more than 12 spare Shipper Supplied
Railcars for each Train placed in service by Shipper. Shipper
shall not be assessed storage charges for such spare railcars.
B. Railcar Specifications.
All railcars used in service under this Agreement shall
be open-top rotary coupler equipped railcars and shall have a
total allowable maximum gross weight on rail of not less than
263,000 pounds each. Except as may be otherwise mutually agreed
upon by the parties, all railcars shall in all respects be
suitable and ready for loading when Actual Placement is made at
Origins and shall be compatible with the Loading Facility and the
Unloading Facility. Such railcars shall also meet or exceed the
AAR Rules, as amended from time to time, and shall have been
inspected and approved in accordance with Federal Railroad
Administration (FRA) regulations or those of a successor agency,
as amended from time to time.
<PAGE>
C. Railcar Repairs and Maintenance.
1. Except as otherwise provided under this Agreement,
Shipper shall be responsible for paying for and/or performing all
repairs and maintenance to keep Shipper Supplied Railcars in
compliance with AAR Rules and FRA regulations. Railroads may
perform enroute repairs to Shipper Supplied Railcars under the
AAR Rules and Shipper shall pay the standard charges pursuant to
the AAR Rules.
2. Except as otherwise provided under this Agreement,
Railroads shall be responsible for performing and paying for all
repairs and maintenance (including enroute repairs and
maintenance under the AAR Rules) to keep any railcars provided by
the Railroads in compliance with AAR Rules and FRA regulations.
D. Shipper Supplied Railcars Damaged or Destroyed.
1. Damage.
If a Shipper Supplied Railcar is damaged under
circumstances in which the AAR Rules make Railroads responsible
for the damage and Railroads become aware of such damage,
Railroads shall:
(a) Provide Shipper prompt written notice of such
damage giving railcar initial and number, the current location of
the railcar, the date and place the damage occurred, a
description of the damage, and the Railroads' current belief
concerning the cause of the damage; and
<PAGE>
(b) Perform repairs to Shipper Supplied Railcars at
a railroad repair facility at no charge to Shipper, exercising
due diligence to complete such repairs within 180 days after the
date the damage is discovered, and paying for any transportation
costs to and from such facility; or
(c) Perform repairs, at no charge to Shipper, at a
non railroad repair facility designated by Railroads and
acceptable to Shipper, exercising due diligence to complete such
repairs within 180 days after the date damage is discovered and
paying for any transportation costs to and from such facility.
2. Destruction.
If a Shipper Supplied Railcar is damaged to the extent
that the cost of repair would exceed the railcar's AAR settlement
value, as determined by Rule 107(B) of the AAR Rules, as amended
from time to time (AAR Settlement Value), or is otherwise
destroyed under circumstances in which the AAR Rules make
Railroads responsible for damage or destruction, Railroads shall
pay Shipper the AAR Settlement Value for the railcar so damaged
or destroyed. At Shipper's option, Shipper may repair the
railcar without regard to cost, in which event Railroads'
liability for such railcar shall not exceed its AAR Settlement
Value.
<PAGE>
3. Replacement of Damaged or Destroyed Shipper
Supplied Railcars by Railroads.
If Railroads damage a Shipper Supplied Railcar under
circumstances in which the AAR Rules make Railroads responsible
for such damage, Railroads, upon being made aware of such damage,
shall provide equivalent or greater substitute railcar capacity
in tons at no charge to Shipper until the earlier of (1) 180 days
from the date Railroads become aware of such damage or (2) the
date that repairs are completed and the Shipper Supplied Railcar
is returned to service. If Railroads provide substitute railcars
as provided in this Section which are not the same size and
capacity as Shipper Supplied Railcars, then Railroads will use
their best efforts to assemble Trains in such a manner as to
prevent the inter-mingling of substitute railcars with Shipper
Supplied Railcars.
In the case of a destroyed Shipper Supplied Railcar for
which Railroads are responsible under the AAR Rules, Railroads
shall provide equivalent or greater substitute railcar capacity
in tons at no charge to Shipper until the earlier of (i) 365 days
following the date Railroads become aware of such destruction or
(ii) the date Shipper actually replaces such destroyed railcars.
Once Railroads pay for destruction of one of Shipper's railcars,
Railroads shall have no further obligation to provide an
equivalent capacity substitute for that railcar.
If, at the end of ten (10) business days after the date
Railroads become aware of the damage or destruction of a Shipper
Supplied Railcar, Railroads do not supply equivalent railroad
railcar capacity in tons, Railroads shall pay to Shipper, an
amount equal to $25.00 per day, commencing with the 11th day
after the date Railroads become aware of the damage or
destruction, for each damaged or destroyed railcar that a
substitute is not supplied, until the railcar is repaired or
replaced or Railroads provide a substitute railcar, whichever is
sooner.
<PAGE>
4. Settlement.
If the damage or destruction of railcars covered by
this Agreement occurs in such a manner that both Shipper and
Railroads are responsible for such damage or destruction, Shipper
and Railroads shall each pay the proportion of the damage or
destruction equal to their responsibility for such damage or
destruction.
5. Use of Shipper Supplied Railcars.
Upon Shipper's agreement, Railroads may use Shipper
Supplied Railcars, if available, instead of providing Railroads'
railcars by paying Shipper $25.00 per railcar per day or fraction
thereof. For all other purposes of this Agreement said railcars
shall remain Shipper Supplied Railcars.
E. Substitute Railcars Damaged Or Destroyed.
1. Damage.
If a substitute railcar provided by Railroads is
damaged under circumstances in which the AAR Rules make Shipper
responsible for the damage and upon becoming aware of such
damage, Shipper shall:
(a) provide Railroads prompt written notice of such
damage giving railcar initial and number, the current location of
the railcar, the date and the place the damage occurred, a
description of the damage and Shipper's current belief as to the
cause of the damage, and
<PAGE>
(b) perform repairs to such railcars at a non-
railroad repair facility at no charge to Railroads or pay
Railroads for the cost of repairs performed at a railroad repair
facility designated by Railroads, exercising due diligence to
complete such repairs within 180 days after the date the damage
is discovered, paying for any transportation costs to and from
such facility, and providing a substitute Shipper Supplied
Railcar at no charge to Railroads until the repairs are
completed.
2. Destruction.
If a substitute railcar provided by Railroads is
damaged to the extent that the cost of transportation and repair
would exceed the railcar's AAR Settlement Value, or is otherwise
destroyed under circumstances in which the AAR Rules make Shipper
responsible for such damage or destruction:
(a) Shipper shall pay Railroads the AAR Settlement
Value for the railcar so damaged or destroyed or, at Railroads'
option, Railroads may repair the railcar without regard to cost,
in which event Shipper's liability for such railcar shall not
exceed its AAR Settlement Value; and
(b) Shipper shall provide a substitute Shipper
Railcar at no charge to Railroads for 30 days or until Shipper
pays to Railroads the AAR Settlement Value, whichever is sooner.
F. Shipper Supplied Railcars Damaged
or Destroyed Due to Mechanical Defect.
Railroads shall have no obligation to repair or replace
a Shipper Supplied Railcar where its damage or destruction is due
to a defect in the materials, workmanship, or design of the
railcar. If a dispute arises concerning the issue of whether any
<PAGE>
damage or destruction of a railcar was the result of a defect in
material, workmanship or design, said dispute shall be resolved
in accordance with the applicable law under the procedures
prescribed by Article XXX of this Agreement; provided, Railroads
will not be obligated to provide substitute or replacement
railcars until it is determined that the cause of such damage or
destruction was attributable to the Railroads and not due to
defects in material, workmanship or design. If it is determined
that the damage or destruction was attributable to the Railroads,
Railroads shall pay Shipper the rate specified in Article IV,
Section D.5. of this Agreement for each day that Shipper was
required to provide substitute railcars during the pendency of
the dispute. If Railroads have supplied substitute railcars and
it is determined that the damage or destruction was attributable
to defects in material, workmanship or design of the Shipper
Supplied Railcars, then Shipper shall pay Railroads the rate
specified in Article IV, Section D.5. of this Agreement for each
day that Railroads were required to provide substitute railcars
during the pendency of the dispute.
G. Locomotives and Cabooses.
Railroads shall provide any necessary locomotives,
cabooses and/or end-of-train devices, related transportation
facilities, equipment and personnel needed, in Railroads' sole
discretion, for Railroads' provision of transportation under this
Agreement. Railroads shall perform all repairs and maintenance
on such locomotives, cabooses and/or end-of-train devices,
<PAGE>
Railroads' related transportation facilities, and equipment at no
charge to Shipper. In the event Railroads' locomotive or other
equipment is damaged or destroyed while on a mine track at an
Origin or Shipper's track at Destination, Shipper or the Mine
Operator will give Railroads verbal notification as soon as
practicable after the damage or destruction occurs. This
notification shall include the initial and number for each
damaged or destroyed locomotive power unit, end of train device,
or other equipment, and the nature or cause of the damage or
destruction.
Shipper shall reimburse Railroads for the cost of
reasonable repairs, transportation, and/or replacement of
locomotives and/or end-of-train devices to the extent such
charges are attributable to the damage or destruction for which
Shipper is liable under applicable law.
Article V. SHIPPER'S VOLUME COMMITMENTS.
A. Minimum Annual Volume.
1. During each calendar year of this Agreement, Shipper
shall load for transportation and Railroads shall transport,
pursuant to this Agreement, the greater of 6,000,000 Tons or 100%
of all tons of Coal shipped from Origins for delivery to JEC
(Minimum Annual Volume). Tonnage tendered by Shipper between
January 1 and January 27, 1993, pursuant to tariff BN 4181-A
shall be credited to Shipper's 1993 Minimum Annual Volume.
Shipper agrees to pay Railroads for movement of the
Minimum Annual Volume at the Contract Rates set out in Article X
<PAGE>
unless such payment is excused by an event of Force Majeure or
reduced under Paragraph A.3 of this Article.
2. Within 30 days after the end of each calendar year,
Shipper shall send a written statement to Railroads certifying
for such calendar year the aggregate number of Tons of Coal
tendered for transportation under this Agreement for use at JEC,
the total number of tons of Coal shipped from Origins for use at
JEC and whether Shipper has met the Minimum Annual Volume.
3. In the event Shipper fails to ship the Minimum Annual
Volume in any year and such failure is not due to an event of
Force Majeure or Railroads' failure to meet their obligations
under this Agreement, Shipper shall pay Railroads an amount equal
to the difference between the Minimum Annual Volume and the tons
actually shipped times 37.5% of the 115 tons per railcar rate in
effect on December 31 of the year in which the shortfall occurs.
Within 15 days of receipt of an invoice for the same, Shipper
shall make payment of such amount to Railroads. Such payment
will be considered liquidated damages (not a penalty) and shall
satisfy Shipper's Minimum Annual Volume obligation for the year
in which the shortfall occurs. This liquidated damages provision
is meant to accommodate Shipper in case of genuine difficulty in
taking delivery of the Minimum Annual Volume, such as reduced
demand for electricity, and is not to be used to allow a route
other than the route shown in Article III, Section B.
<PAGE>
B. Train Cycle Time and Tonnage.
Not later than each November 1 during the term of this
Agreement, Railroads shall provide to Shipper its non-binding
projected Train cycle times for the next calendar year, by month,
for Trains moved pursuant to this Agreement. Not later than each
December 1 during the term of this Agreement, Shipper shall
provide to Railroads a non-binding declaration of Tons of Coal
anticipated to be shipped under this Agreement in the next
calendar year, by month.
Article VI. TRAIN SIZE AND WEIGHT; LOADING AND UNLOADING.
A. Train Size.
If Shipper provides sufficient empty Shipper Supplied
Railcars to Railroads, Railroads shall assemble Trains of not
less than 115 railcars for movement to, and loading at, Origins.
Notwithstanding any other provision of this Agreement to the
contrary, the minimum Train size requirement of 115 cars shall be
reduced for the following reasons: (1) an event of Force Majeure
which affects Train size; (2) railcars bad-ordered by the
Railroads enroute, when Shipper has made sufficient spares
available to Railroads; (3) the Railroads fail to utilize spare
railcars and place them into service; or (4) any other cause
attributable to the Railroads.
B. Designation of Origins.
1. For each calendar month in which Shipper intends to
tender Coal for transportation pursuant to this Agreement,
Shipper shall give a non-binding notice to Railroads by
telephone, confirmed in writing, not later than the fifteenth day
<PAGE>
of the preceding calendar month, of the Origin(s) from which it
intends to load Coal and the number of Trains it intends to have
in service.
2. Shipper may change the Origin of a Train, without
charge, from that which it specified under paragraph 1 of this
Section by giving BN notice by telephone, confirmed by facsimile,
of such change prior to the departure of the empty Train from
Alliance, Nebraska. If such change is requested by Shipper after
the departure of the empty Train from Alliance, Nebraska, a
charge of $500.00 per train will apply; provided, if any such
route change is made for the Railroads' convenience, then no
charge shall be made.
C. Loading and Unloading; Loading and
Unloading Facilities.
1. If Railroads provide locomotives which will operate the
Trains through the Loading Facility at Origins at a controlled
speed so as to permit uniform loading of each railcar, Shipper
shall be responsible for the loading of railcars, including, but
not limited to, improper loading, underloading, or overloading,
and for providing Loading Facilities; provided, Shipper's Mine
Operator shall be permitted to underload railcars which contain
one or more Tons of snow, ice or other non-Coal items by the
amount of such foreign matter; provided further, subject to
Article VII, Section C., Shipper's Mine Operator may load
railcars up to the lower of 286,000 pounds gross weight on rail
or the total allowable capacity of the railcar. Shipper shall
also be responsible for the unloading of railcars at Destination,
<PAGE>
and for providing an Unloading Facility. Shipper shall also be
responsible for ensuring that railcars released after unloading
are free of any Coal which, in the opinion of Railroads, makes
such railcars unsafe to transport.
2. Overloaded Railcars discovered at Origin shall be
reduced and the remaining coal reasonably distributed throughout
the railcar by Shipper or Shipper's Mine Operator before the
release of the Train to Railroads, and Origin Detention Charges
shall be assessed against Shipper when reducing the overload
causes Loading Time to exceed Free Loading Time. If Railroads
discover substantially overloaded Railcars after a loaded Train
is enroute to Destination, Railroads may notify Shipper pursuant
to Section K of this Article by telephone and request that
Shipper correct the overload at its expense. If Shipper does not
agree to such a request, Railroads may correct the overload, with
any cost reasonably incurred by them in doing so to be reimbursed
by Shipper.
3. Railroads may remove a substantially overloaded railcar
or railcars from the Train. Railroads will notify Shipper by
telephone of such removal, and Shipper shall remove the excess
Coal at its own expense. Upon notification by Shipper that the
excess Coal has been removed, Railroads will return the removed
railcar or railcars to service. For each such substantially
overloaded railcar removed from and returned to service, Shipper
shall pay Railroads a charge of $225 per hour (including any
fraction of an hour) for the time spent in switching a
<PAGE>
substantially overloaded railcar out of and back into the Train.
D. Advance Notice.
Railroads shall provide to Shipper or Shipper's Mine
Operator at Origin and Shipper at Destination, as the case may
be, not less than four hours advance notice by radio or telephone
of the arrival of empty Trains at a Loading Facility and of
loaded Trains at the Unloading Facility. If Railroads fail to
provide at least four hours advance notice to Shipper or
Shipper's Mine Operator, as the case may be, then a Train's
Unloading or Loading Free Time shall not commence until four
hours after such notice is given or the actual time when loading
or unloading commences, whichever is earlier.
E. Transportation of Trains Through Loading and
Unloading Facilities.
At Origins, Railroads shall provide locomotives
compatible with loading equipment at Origin and Train crews to
transport Trains through the Loading Facility in a manner which
will facilitate the full and uniform loading of each railcar. At
Destination, Railroads shall provide locomotives compatible with
unloading equipment at Destination and Train crews to position
each Train at the Unloading Facility in order that the Shipper
can engage the Unloading Facility railcar indexer to facilitate
the full unloading of each railcar within the Unloading Free
Time.
F. Loading Time.
1. A Train's loading time shall commence when the first
locomotive of the Train has arrived at the point designated in
BN's timetable as the point at which the Train crew must stop the
<PAGE>
Train prior to entering the Shipper's Mine Operator's track
("Designated Point") and the Train crew has requested loading
instructions from Shipper's Mine Operator or when the Train is
constructively placed, as defined in Section H of this Article,
and shall end when Shipper or Shipper's Mine Operator has
released the Train to BN (Loading Time).
2. Shipper shall pay no additional charge if Shipper or
Shipper's Mine Operator releases the Train within the first four
hours of Loading Time (Loading Free Time). For each hour
(including any fraction thereof) that a Train's Loading Time
exceeds its Loading Free Time, Shipper shall pay BN an Origin
Detention Charge of $225.00. When a Loading Disability under
Section I of this Article or delay caused by Railroads occurs
during a Train's Loading Free Time, Shipper's Loading Free Time
shall be extended for a period of time equal to the duration of
said Loading Disability.
3. If a Train arrives at an Origin before another Train
has been released, the second and subsequent Train(s) shall not
be considered Constructively Placed, and Loading Time for such
Train shall not commence, until it reaches the Designated Point.
G. Unloading Time.
1. A Train's unloading time shall commence with the actual
placement in position to unload at Destination, or when the Train
is Constructively Placed, as defined in Section H of this
Article, and shall end when Shipper has released the unloaded
Train to UP (Unloading Time).
<PAGE>
2. Shipper shall pay no additional charge if Shipper
releases the unloaded Train within the first six hours of
Unloading Time (Unloading Free Time). For each hour or fraction
thereof that a Train's Unloading Time exceeds its Unloading Free
Time, Shipper shall pay UP a Destination Detention Charge of
$225.00; provided, when an Unloading Disability under Section J
of this Article occurs during a Train's Unloading Free Time,
Shipper's Unloading Free Time shall be extended for the duration
of Unloading Disability Time as defined in Section J of this
Article.
3. If Coal is frozen in railcars upon arrival at
Destination, to the extent thawing or loosening is required to
permit unloading, the Unloading Free Time shall be extended up to
twelve (12) hours for the unloading of such Train.
4. If a Train arrives at Destination before another Train
has been released, the second and subsequent Train(s) shall not
be considered Constructively Placed, and Unloading Time for such
Train shall not commence, until the earlier of the expiration of
the Unloading Free Time of the prior Train or upon the release of
the prior Train.
H. Placement.
1. Actual Placement occurs when the first locomotive of
the Train has arrived at the Designated Point on the Shipper's
Mine Operator's or Shipper's track and the train crew requests
loading or unloading instructions from the Shipper's Mine
Operator or Shipper.
<PAGE>
2. A Train shall be considered Constructively Placed for
purposes of Sections F and G of this Article when Railroads
receive notice from Shipper or Shipper's Mine Operator that
(a) the Train cannot be positioned on Shipper's Mine
Operator's track at an Origin due to any cause attributable to
Shipper or Shipper's Mine Operator, or
(b) the first railcar of a Train cannot be positioned
to unload at Destination due to any cause attributable to
Shipper.
3. A Constructively Placed Train shall be held at the
nearest available hold point as determined by Railroads.
Immediately upon arrival of the Train at the hold point the
Railroads shall notify Shipper or Shipper's Mine Operator by
electronic transmission, such notice to be confirmed in writing,
of the date and time that hold time begins. Immediately upon
departure of the Train from the hold point, Railroads shall
notify Shipper or Shipper's Mine Operator by electronic
transmission, such notice to be confirmed in writing, of the date
and time that hold time ends.
4. For purposes of computing the Loading Time of a
Constructively Placed Train under Section F of this Article:
(a) The time elapsed while transporting a
Constructively Placed Train from the hold point to a Loading
Facility shall be excluded from Loading Time; and
(b) If the Train must reverse direction to reach an
available hold point, the time elapsed from the Railroads'
receipt of the hold notice to the return of the Train to the
<PAGE>
point of reverse direction shall be included in Loading Time.
5. For purposes of computing the Unloading Time of a
Constructively Placed Train under Section G of this Article:
(a) The time elapsed while transporting a
Constructively Placed Train from the hold point to the Unloading
Facility shall be excluded from Unloading Time; and
(b) If the Train must reverse direction to reach an
available hold point, the time elapsed from the Railroads'
receipt of the hold notice to the return of the Train to the
point of reverse direction shall be included in Unloading Time.
I. Loading Disability.
"Loading Disability" means any of the following events
which results in the inability to load Coal into a Train at an
Origin: (i) an Act of God; (ii) a strike or other labor
disturbance; (iii) a riot or other civil disturbance; (iv) snow
and/or ice accumulation sufficient to immobilize Train operations
and/or prevent loading of such Train; (v) governmental acts or
regulations; (vi) Railroads' failure to provide Train crews; or
(vii) mechanical or electrical breakdown, explosion, fire or
other damages to equipment in a Loading Facility or the Train
then being utilized by Shipper. Shipper is currently using its
Mine Operator's "Batch Loading System" at both Eagle Butte and
Belle Ayr mines. If these systems fail and Shipper's Mine
Operator must resort to flood loading railcars, Shipper may not
declare a Loading Disability; provided, Shipper shall be given an
additional two free hours to load each Train that must be loaded
using the flood method. "Loading Disability Time" means the
<PAGE>
period of time for which Shipper or Shipper's Mine Operator is
prevented from loading a Train at an Origin due to a Loading
Disability. Shipper or Shipper's Mine Operator shall notify BN
immediately by telephone (a) as to the nature and time of
commencement of the Loading Disability and (b) as to the time of
termination of the Loading Disability. Shipper or Shipper's Mine
Operator shall confirm such telephone notification in writing to
Railroads within ten days after Loading Disability Time is
terminated.
J. Unloading Disability.
"Unloading Disability" means any of the following
events which directly results in the inability to unload Coal
from a Train at Destination: (i) an Act of God, (ii) a strike or
other labor disturbance, (iii) a riot or other civil disturbance,
(iv) snow and/or ice accumulation sufficient to immobilize Train
operations and/or prevent unloading of such Train, (v)
governmental acts or regulations, (vi) Railroads' failure to
provide Train crews or (vii) mechanical or electrical breakdown,
explosion, fire or other damage to equipment in Shipper's
Unloading Facility including shutdown for emergency maintenance
or for the purpose of investigating or preventing such
occurrence. "Unloading Disability Time" means the period of time
for which Shipper is prevented from unloading a Train at
Destination due to an Unloading Disability. Shipper shall notify
UP immediately by telephone (a) as to the nature and time of
commencement of the Unloading Disability and (b) as to the time
of termination of the Unloading Disability. Shipper shall
<PAGE>
confirm such telephone notification in writing to Railroads
within ten days after Unloading Disability Time is terminated.
K. Notices for Train Movement.
All notices required to be given verbally or
electronically under this Article shall be given and, except for
the advance notice required in Section D of this Article,
confirmed in writing, as follows:
To Shipper: Operations Supervisor/Fuel Coordinator
Western Resources, Inc.
St. Marys, KS 66536
Phone: (913) 456-2035
FAX: (913) 456-8498
With a
Copy To: Manager-Coal
Western Resources, Inc.
818 Kansas Ave., P.O. Box 889
Topeka, KS 66601
FAX: (913) 575-1797
To BN: General Superintendent - Unit Coal Trains
Burlington Northern Railroad Company
777 Main Street, Suite 3700
Fort Worth, Texas 76102
Phone: (817) 878-1441
FAX: (817) 878-1595
To UP: Director Unit Train Operations (HDC)
Union Pacific Railroad Company
1416 Dodge Street
Omaha, Nebraska 68179
Phone: (800) 443-4319
FAX: (402) 636-7415
Any party may change its designation for receipt of notice in
accordance with Article XXI. Failure to provide notice to a
party designated to receive a copy shall not invalidate the
giving of notice.
<PAGE>
Article VII. WEIGHING AND DETERMINATION OF WEIGHTS.
A. Shipper or Shipper's Mine Operator shall weigh loaded
railcars at Origins(s) at no charge to Railroads. Batch weighing
system, coupled in motion scales or scales used for weighing
shall be subject to certification and verification by BN or its
agent.
B. If any Train or portion thereof cannot be weighed due
to a breakdown of scales, the lading weight per railcar of such
Train or portion thereof shall be determined by averaging the
lading weight per railcar of the last ten Trains of like
equipment moving under this Agreement weighed at that Origin
prior to such breakdown. If less than ten Trains of like
equipment under this Agreement were weighed at that Origin prior
to the breakdown, the weight per railcar shall be determined by
averaging the weight per railcar of the Train(s) of like
equipment moving under this Agreement weighed at that Origin
prior to the breakdown as well as the lading weight per railcar
of Train(s) of like equipment under this Agreement first weighed
at that Origin after the scales are repaired, so as to comprise a
ten weighed Train average; provided, the lading weight of any
Train used to determine the average lading weight per railcar
under this Section shall meet the minimum Train size and weight
requirement under Article X., Section B.
<PAGE>
C. All weights specified in this Agreement are subject to
variance for scale tolerances. If any actual weight required by
this Agreement is within + 0.5% of the weight specified in this
Agreement, then it shall be deemed to comply with the weight
specification. This Section shall not apply to the Shipper's
Minimum Annual Volume requirement of Article V., Section A.
Article VIII. HOLDING OR RELEASING OF
TRAIN CREWS AND/OR LOCOMOTIVES.
A. Hold Charge.
If Railroads must hold, in a manner, time or place
inconsistent with existing Railroads' operating procedures for
the purpose of this Agreement, locomotives and/or a Train crew
that has been called for or that is on duty due to (1) any cause
attributable to Shipper or Shipper's Mine Operator including
Shipper's request; (2) Shipper Force Majeure under Article XIII;
or (3) a Loading or Unloading Disability with respect to another
Train of Shipper, Shipper shall pay to Railroads a Hold Charge of
$100.00 for each hour (including any fraction of an hour) that
each Train is held or the applicable charge for detention, which
ever is greater. Such Hold Charge shall not apply to a Train
whose Train crew and/or locomotives are being held during
Shipper's Loading or Unloading Time, whether during Loading or
Unloading Free Time, or time for which an Origin or Destination
Detention Charge is applicable. A Hold Charge shall cease if and
when a Train crew and/or locomotives are released in accordance
with Section B of this Article and Shipper agrees to pay a
Release Charge. Railroads shall notify Shipper immediately by
telephone, confirmed in writing, that a Train is being held under
this Section and of the hold location.
<PAGE>
B. Release Charge.
1. If, in lieu of paying or continuing to pay a Hold
Charge, Origin Detention Charge or Destination Detention Charge,
Shipper notifies Railroads by telephone, confirmed in writing,
that it elects to release locomotives and/or a Train crew that
has been called for or that is on duty, Railroads shall release
such Train crew and/or locomotives and Shipper shall cease to
incur a Hold Charge, Origin Detention Charge or Destination
Detention Charge from the time of such release, and Shipper shall
pay to Railroads a Release Charge of $1,500.00 per occurrence per
Train.
2. In addition to the circumstance described in Paragraph
1 of this Section B, if Railroads must release, in a manner, time
or place inconsistent with existing Railroad operating
procedures, a Train crew that has been called for or that is on
duty and/or locomotives due to: (1) any cause attributable to
Shipper or Shipper's Mine Operator; (2) Shipper Force Majeure; or
(3) a Loading or Unloading Disability with respect to another
Train of Shipper, Shipper shall pay to Railroads a Release Charge
of $1,500.00 per occurrence per train.
3. If there is a release under Paragraph 1 or Paragraph 2
of this Section, Railroads shall not call another Train crew
and/or locomotives back to the Train until notified to do so by
telephone, later confirmed in writing by Shipper, unless the
Train is stored on available Railroad trackage and storage
thereon is or becomes impracticable in which case Railroads may
call another Train crew and/or locomotives at their option and
expense. If, after the Train crew and/or locomotives have been
<PAGE>
released, the Train is stored on Railroads' trackage, at
Shipper's direction, Shipper shall pay a Railcar Storage Charge
in accordance with Article IX(C). Railroads shall use their best
efforts to restore a Train crew and/or locomotives to a Train
upon telephonic notice from Shipper to do so; provided, in no
event shall restoration of a train crew and/or locomotives exceed
96 hours. In the event that restoration of a Train crew and/or
locomotives does not occur within 96 hours of notice from
Shipper, the Railroad holding the Train shall pay Shipper a fee
of $1,500 per occurrence.
Article IX. MISCELLANEOUS HANDLING OF RAILCARS.
A. Removal, Rotation And/Or Addition of Railcars.
Railroads shall, at Shipper's verbal request, confirmed
in writing, remove, rotate and/or add Shipper Supplied Railcars.
The charge for such service shall be $225.00 per hour (including
any fraction of an hour) per occurrence. For purposes of
assessing a removal, rotation and/or addition charge, time shall
be computed from the time the Train stops for removal, rotation
and/or addition of railcar(s) and end when the Train has been
reassembled and is ready for movement; provided, time during
which the crew is assigned to unrelated tasks shall not be
included. Railroads shall not be obligated to remove, rotate or
add railcars unless sufficient trackage is available at such
intermediate point to accommodate the Train and for Railroads to
perform the required removal, rotation and/or addition of
<PAGE>
railcars. Railcars which have been bad ordered by Railroads and
their replacements from Shipper's pool of spare railcars shall be
switched in and out of service by Railroads at no charge to the
Shipper.
B. Out-of-Route Movement.
An "Out-of-Route Movement" shall be any Shipper-
requested movement of an empty Train, or any part thereof, that
differs from the routing specified in Article III(B). If, at
Shipper's verbal request, confirmed in writing, Railroads provide
an Out-of-Route Movement to a repair and/or maintenance facility
on trackage located at a point which is not directly intermediate
between an Origin and Destination on the route of movement but is
served by the Railroads, Shipper shall pay Railroads any
applicable reciprocal switch charge plus the following Out-of-
Route Charges:
Out-of-Route Charge in Cents Number of Railcars
Per Railcar Per Mile Out-of-Route Per Movement
105 Cents 25 railcars or less
95 Cents 26 to 75 railcars
85 Cents 76 railcars or more
The Out-of-Route Charge shall be calculated based upon the
greater of actual miles or a distance of at least 75 miles for
each empty movement. Notwithstanding any other provision of this
Section to the contrary, at Shipper's request, confirmed in
writing, Railroads will provide an Out-of-Route Movement, at no
charge, to a repair and/or maintenance facility on trackage
served by Railroads that is located at a point between Northport,
Nebraska and Origins via Guernsey, Wyoming; provided, a request
for such an Out-of-Route Movement shall be made to Railroads
<PAGE>
prior to the empty Train leaving Destination; provided further,
such Out-of-Route Movements will be provided at no additional
charge no more than 12 times during any one calendar year.
C. Railcar Storage Charge.
1. If, at Shipper's verbal request, confirmed in writing,
Railroads store an empty Shipper Supplied Railcar used in service
under this Agreement on available Railroad trackage, Shipper
shall pay to Railroads a Shipper Supplied Railcar Storage Charge
of $1.00 per 24 hour period (including any fraction of a 24-hour
period) of storage time for each stored railcar. Railcars stored
pursuant to Article IV(A) hereof shall be stored without charge
to Shipper.
2. For purposes of assessing the Railcar Storage Charge,
storage time shall commence when the railcar is placed for
storage and end when Railroads receive Shipper's verbal request,
to be subsequently confirmed in writing, that the railcar be
released from storage.
3. No charge will be assessed for storing Shipper Supplied
Railcars that require enroute repairs.
D. Switching Charge.
If, at Shipper's verbal request, confirmed in writing,
Railroads provide an Out-of-Route movement to a repair and/or
maintenance facility or to trackage not served by Railroads, thus
necessitating a switch movement or other service by a connecting
railroad, Shipper shall be responsible for any switching and
other charges that are otherwise applicable under tariff or
<PAGE>
separate agreement in addition to the charges payable by Shipper
to Railroads under this Agreement. In the event Railroads
receive such a bill from another railroad they shall provide
copies of the same to Shipper.
E. Service Maintenance.
1. Upon reasonable request from the Shipper, BN will stop
a Train on the return empty movement at Shipper's railcar repair
and/or maintenance facility at a point directly intermediate on
BN trackage between Origin and Northport, Nebraska, where
trackage is available to accommodate such Train. For removal and
replacement of railcars in said Train, Shipper shall pay BN a
charge of $225.00 per hour (including any fraction of an hour)
for such services. The time will be computed from the time the
Train stops for removal and/or replacement of railcars until such
time as the last railcar is removed from the Train or until the
last railcar is placed into the Train; provided, any time the
crew is prohibited from working for reasons attributable to
Railroads shall be deducted from the time calculation.
2. If BN is instructed to leave an entire Train of empty
railcars at the railcar maintenance facility located in Alliance,
Nebraska and remove the locomotives and caboose or end of train
device, a switching charge as provided in Article IX, Section A
shall be paid by Shipper. If BN is instructed to leave an entire
Train of empty railcars at a railcar maintenance facility located
elsewhere and remove the locomotives and caboose or end of train
device, a charge of $1,500.00 will be paid by Shipper.
<PAGE>
Article X. CONTRACT RATES.
A. Base Rates.
The Base Rates for transportation of Coal from an
Origin to Destination under this Agreement shall be:
Trains loaded at a minimum average
weight of 115 tons per railcar
except as provided in Article IV.D.3 $ 9.90 per Ton
Trains loaded at a minimum average
weight of 103 tons per railcar
except as provided in Article IV.D.3 $10.17 per Ton
Trains loaded at a minimum average
weight of 98 tons per railcar
except as provided in Article IV.D.3 $10.43 per Ton
The Base Rates as adjusted in accordance with Article XI shall be
the Contract Rates; provided, in no case shall the rates and
charges assessed pursuant to this Agreement be lower than the
rates shown above and the charges set forth in this Agreement.
B. Application of Base Rates.
Transportation charges for a Train transported pursuant to this
Agreement shall be calculated by multiplying the greater of:
(1) actual lading weight of the Train, (determined pursuant to
Article VII in the event of a scale breakdown), or (2) minimum
average lading weight per railcar applicable under this Article,
times the greater of either (i) 115 railcars or (ii) the actual
number of railcars in the Train; provided, if one of the
conditions identified in Article VI., Section A. exists, then the
actual number of railcars shall be used. In the event Railroads
supply substitute railcars to Shipper pursuant to Article IV. D.
3, the Contract Rate applicable to the Train shall be determined
based upon the per railcar average lading weight of the Shipper
<PAGE>
Supplied Railcars contained in the Train and thence applied to
the Railroad supplied substitute railcars in the Train without
regard to the Railroads' railcars actual capacity.
C. Rates for Shipments in Early 1993.
Railroads shall assess Shipper $12.86 per net Ton for
transportation provided under the terms of this Agreement for all
Tons shipped from January 1, 1993 through February 28, 1993.
Commencing with March 1, 1993, Railroads shall begin assessing
the applicable rate(s) specified in Section A of this Article,
less the per Ton difference between the $12.86 assessed in
January and February 1993 and that which would have otherwise
applied under the terms of this Agreement until such time as the
equivalent number of Tons have been shipped subsequent to
February 28, 1993 as those which had been (1) shipped from
January 1, 1993 through February 28, 1993 and (2) assessed a rate
of $12.86 per net Ton.
Article XI. ADJUSTMENTS TO RATES AND CHARGES.
A. Beginning July 1, 1993, adjustments to the rates and
charges in this Agreement shall be made using the methodology
described in this Article. The parties recognize that the ICC
publishes a Rail Cost Adjustment Factor (RCAF) in proceedings
currently denominated Ex Parte 290 (Sub-No. 2), Rail Cost
Recovery Procedures, and Ex Parte 290 (Sub-No. 5) Quarterly Rail
Cost Adjustment Factor. The ICC publishes an RCAF figure
unadjusted and adjusted for productivity in Ex Parte 290 (Sub-No.
<PAGE>
5), which productivity adjustment is calculated according to
procedures established in a proceeding denominated Ex Parte 290
(Sub-No. 4), Railroad Cost Recovery Procedures - Productivity
Adjustment.
B. Beginning on July 1, 1993, and on October 1,
January 1, April 1, and July 1 during each calendar year
thereafter for the term of this Agreement, the Contract Rates and
all other Charges set forth in this Agreement shall be increased
or decreased as determined by application of the Adjustment
Factor. The Adjustment Factor shall be one (1) plus the result
of Eighty Percent (80%) multiplied by the percentage change in
the RCAF, unadjusted for productivity, (RCAF-U) as published by
the ICC in Ex Parte 290 (Sub-No. 5), Quarterly Rail Cost
Adjustment Factor (or successor proceeding) for the current
calendar quarter over the preceding calendar quarter; provided,
the Contract Rates and all other Charges shall not fall below the
base levels stated in this Agreement. Adjusted rates and charges
shall become effective on the first day of each calendar quarter,
applied retroactively if the RCAF-U is not published by that
date. Attached hereto and incorporated herein by this reference
is Exhibit A, which is intended by the parties to demonstrate the
methodology used to adjust the rates and charges as described in
this Article.
C. In computing the rates and all other charges specified
in this Agreement, the percent change in the RCAF-U shall be
rounded to a thousandth of a percent; the percent change
<PAGE>
resulting from the multiplication of the percentage change in the
RCAF-U by 80% shall be rounded to a one hundredth of a percent;
the Adjustment Factor shall be stated to a ten thousandth; and
all rates and charges shall be rounded to a whole cent. The
rounding rule will be that any fraction less than one-half shall
be dropped, while any fraction equal to or greater than one-half
shall be increased to the next higher value.
D. It is the intent of the parties that the adjustment
methodology reflect changes in railroad input expenses as
measured by the RCAF-U. In the event that a party is of the
opinion that one or more changes to the RCAF-U adopted after the
Effective Date of this Agreement cause the RCAF-U to depart
materially from that intent, that party may invoke the provisions
of this Section to require the other parties to review the index
and seek mutual agreement as to whether the RCAF-U as changed
departs from that intent.
E. If the ICC ceases to publish the RCAF-U the parties
shall adopt an index that would replicate, as closely as
possible, changes in railroad input expenses as measured by the
RCAF-U, to be used for adjustments for the remainder of the
contract Term. The parties agree that the RCAF Adjusted for
Productivity is not an appropriate substitute index. If the
parties cannot informally agree to a substitute index then either
party may commence formal negotiations by giving the other party
notice in writing. If the parties do not agree upon a substitute
index within 90 days after the commencement of such formal
negotiations, then the matter shall be submitted to binding
<PAGE>
arbitration in accordance with the rules of the Center of Public
Resources (CPR), except as specifically provided herein or
otherwise agreed to by the parties. Arbitration shall be
initiated by notice from one party to the other. For purposes of
this Section, Railroads shall be considered one party. Within
thirty (30) days after receipt of such notice, each party shall
designate a competent and disinterested person to act as its
arbitrator. Within twenty (20) days after their designation, the
two persons so designated shall select a competent and
disinterested third party to act as the neutral arbitrator. In
the event the first two arbitrators are unable to agree as to the
third, then the arbitrators shall apply to the CPR to designate
and appoint the third arbitrator. The arbitrators shall be
requested to select an index replicating, as closely as possible,
changes in Railroad input expenses as measured by the RCAF-U to
be used as a substitute index for the remainder of the contract
Term. The cost of the neutral arbitrator shall be borne 50
percent by the Railroads and 50 percent by the Shipper. During
the pendency of the arbitration, the Rates and Charges as last
adjusted by the RCAF-U shall be paid; provided, the substitute
index selected by the arbitrators shall be made effective from
the date of discontinuance of the RCAF-U.
F. If any party should suffer a gross inequity due to the
operation of this Agreement as a result of unusual economic
conditions, such inequities will be resolved by mutual agreement
between BN, UP and the Shipper. Either the Shipper or the
<PAGE>
Railroads (BN and UP collectively) may invoke the provisions of
this Section any time subsequent to January 1, 2000; provided,
that once a party has invoked its initial gross inequity claim,
that party may not invoke the provisions of this Section again
prior to the latter of either (i) the fifth anniversary of the
date that the first claim was invoked or (ii) the third
anniversary date of the date the first claim was resolved. In no
case shall either party to this Agreement have the ability to
invoke the provisions of this Section more than twice during the
Term of this Agreement. A party seeking relief under this
Section shall submit with its claim the basis for and evidence
supporting its claim, as well as a statement of the relief
sought. Unless otherwise agreed by the parties, relief under
this Section shall be effective as the parties may agree or as
the final tribunal, if any, deciding the issue shall direct.
Article XII. PAYMENT PROCEDURES.
A. For all sums payable under this Agreement, Railroads
and Shipper shall invoice by means of mail or electronic transfer
of documentation. Railroads and Shipper shall pay the amount
invoiced by electronic transfer of funds within fifteen (15)
calendar days after receipt of the invoice.
B. If there is a dispute regarding applicable charges, the
party disputing the charges shall pay the undisputed amount. If
the ultimate resolution of the dispute is not in favor of the
disputing party, the disputing party shall pay the other party
the disputed amount plus simple interest at the prime rate in
<PAGE>
effect at the Chase Manhattan Bank in New York City, New York on
the date of payment plus one percent or the maximum rate
permitted by Kansas law if less than the described rate.
C. Notwithstanding any provision of Section B to the
contrary, Shipper may not withhold any payment based upon a
dispute which is based upon the provisions of Article X., Section
A. or Article XI. If a dispute arises under those provisions and
the ultimate resolution of the dispute results in the payment of
an amount from one party to another, then such amount shall
include simple interest as calculated in Section B.
Article XIII. FORCE MAJEURE.
A. The term "Force Majeure" used herein shall mean any
cause beyond the control of the party affected which cannot be
overcome and which delays or prevents the party from the
performance of its obligations under this Agreement, in whole or
in part, including, but not limited to, an Act of God;
accumulation of snow and/or ice sufficient to immobilize or halt
the movement of loaded or empty Trains; war; insurrection; riot
or other civil disturbance; governmental acts; explosion; fire;
derailment; destruction of or damage to right of way, including
bridges; strike, lockout or other labor disturbance; or
mechanical or electrical breakdown (including shutdown for
emergency maintenance or the like which may be necessary to
mitigate or eliminate the imminent threat of explosion, fire, or
mechanical or electrical breakdown) in an Origin mine, in a
<PAGE>
Loading Facility, in any of the facilities used by Railroads for
the transportation of Coal for Shipper, in a power generating
facility, or in the Unloading Facility to the extent that Shipper
cannot unload Coal. It shall not, however, include any change in
demand or projected demand for electrical power or generating
facilities, whether foreseeable or not. The affected party's
obligations and those of such other parties affected thereby
shall be suspended for the duration of such Force Majeure;
provided, the parties shall make all reasonable efforts to
continue to meet their obligations for the duration of the Force
Majeure.
B. If an event of Force Majeure occurs, the party affected
by a Force Majeure shall promptly notify all other parties, by
telephone or electronic transmission, as to the nature of the
Force Majeure, when it began, the expected effect on the party's
performance and its projected duration. Such party also shall
notify promptly by telephone or electronic transmission all other
parties upon the cessation of the Force Majeure. All notices
shall promptly be confirmed in writing.
C. The parties shall make all reasonable efforts to
eliminate or abate such Force Majeure and resume their
obligations expeditiously upon its cessation, except that no
party hereto will be required to acquiesce to an unfavorable
settlement of any labor dispute.
D. The suspension of any obligations owing to a Force
Majeure shall neither cause the Term of this Agreement to be
<PAGE>
extended nor affect any rights accrued under this Agreement prior
to the Force Majeure.
E. Shipper shall be excused from its obligation under this
Agreement to ship the Minimum Annual Volume of Coal to the extent
of 16,450 tons for each continuous 24-hour period in excess of
the first 72 hours for each event of Force Majeure.
F. In the event of a Force Majeure affecting an Origin
mine or Loading Facility at an Origin then being utilized by
Shipper and if Shipper elects to purchase replacement Coal from a
Wyoming Powder River Basin Mine, such replacement Coal shall move
under this Agreement.
Article XIV. LIABILITY FOR COAL LOSS OR DAMAGE.
Railroads shall be liable for any Coal loss or damage
(including contamination or degradation) caused by their
negligence. Railroads shall not be liable for (1) Coal loss
attributable to the negligence of Shipper or Shipper's Mine
Operator; (2) Coal loss attributable solely to scale variances;
(3) wind loss or moisture loss; (4) Coal loss or damage caused by
defects in the design or manufacture of Shipper Supplied
Railcars; or (5) Coal loss or damage caused by improper loading.
Railroads' liability for lost or damaged Coal shall be limited to
the price paid for the Coal at its Origin plus transportation
charges paid therefor. In the event of alleged Coal loss or
damage, Shipper shall promptly notify Railroads by telephone,
later confirmed in writing, to allow Railroads, at its option, to
inspect and verify the loss or damage.
<PAGE>
Article XV. CLAIMS PROCEDURES.
A. Overcharges.
Shipper shall submit claims for overcharges to
Railroads within two years following the date of delivery of the
shipment. Shipper may not offset any other payments due
Railroads under this Agreement by the amount of any claim for
overcharge.
B. Undercharges.
Railroads shall submit claims for undercharges to
Shipper within two years following the date of delivery of the
shipment. Railroads may not offset any other payments due
Shipper under this Agreement by the amount of any claim for
undercharge.
C. Damage to Equipment.
Any party shall submit claims for damage to equipment
within 60 calendar days after the occurrence of such damage. The
occurrence of such damage shall not suspend any party's
obligation to pay all charges applicable or related to the Train
in which such damage occurred, and such charges may not be offset
by the amount of any claim for damage.
D. Coal Loss or Damage.
Shipper shall submit claims for loss of or damage to
Coal to Railroads within 30 calendar days after the occurrence of
such loss or damage. The occurrence of loss of or damage to Coal
shall not suspend Shipper's obligation to pay Railroads all
<PAGE>
charges applicable or related to the Train in which such loss of
or damage to Coal occurred, and Shipper may not offset such
charges by the amount of any claim for loss or damage to Coal.
E. Amount Due Under Claims.
The amount due for claims under this Article shall bear
simple interest at the prime rate in effect at the Chase
Manhattan Bank in New York City, New York on the date on which a
claim is submitted plus one percent or the maximum rate permitted
by Kansas law, if lower. Such simple interest shall accrue
beginning 60 days from the date on which the claim is made and
end on the date payment is made.
Article XVI. CHOICE OF LAW.
This Agreement shall be deemed a contract made in the
State of Kansas for all purposes and shall be governed by and
construed according to the law of that State.
Article XVII. SEVERABILITY AND CANCELLATION IN THE EVENT
OF CHANGE IN LAW OR REGULATIONS.
If any provision of this Agreement is held to be
unlawful or unenforceable by a decision of any court or
administrative agency having jurisdiction over this Agreement or
the parties hereto, such provision shall be considered as having
been severed from this Agreement, and the remaining provisions of
this Agreement shall continue in full force and effect. If,
however, the absence of such unlawful provision or any part
thereof would cause the maintenance of this Agreement to result
<PAGE>
in a material adverse departure from the obligations or benefits
that would otherwise have been realized from this Agreement by
any party, this Agreement may be terminated at the option of such
party upon 90 days written notice by Certified Mail, Return
Receipt Requested, to all other parties, but only after a good
faith attempt to remedy such absence.
Article XVIII. TERMINATION.
Termination of this Agreement by expiration of the Term
of this Agreement, shall not release any party from any
obligation that may have accrued prior to such termination, nor
shall it preclude any party from exercising any remedies it may
have in law or equity to enforce such obligations.
Article XIX. BINDING EFFECT.
This Agreement shall be binding upon and inure to the
benefit of Railroads and Shipper, their successors and assigns.
Article XX. NONDISCLOSURE; CONFIDENTIALITY.
Except as otherwise provided in this Article, no party
hereto shall disclose any information regarding any part of this
Agreement not otherwise included in the nonconfidential contract
summary filed with the ICC except upon the written consent of all
parties to this Agreement, or without written consent if counsel
advises that disclosure is required by law, required for
regulatory purposes or required for evidentiary purposes in any
<PAGE>
legal or arbitration proceeding or if disclosure is to the
external auditors, consultants, or counsel of a party. Prior to
disclosure to the external auditors, consultants or counsel of
any party such auditors, consultants or counsel shall first sign
an agreement in the form attached as Exhibit B. The parties
hereto will make every effort to protect the confidentiality of
the rates and charges under this Agreement. Where disclosure is
required, notice shall be given to all other parties, in advance
of disclosure.
Article XXI. NOTICES.
Except as otherwise provided herein, and particularly
in Article VI, all notices required under this Agreement shall be
in writing and shall be deemed properly given when delivered in
person to the authorized representative of a party designated
below or when sent by mail, telegram, telecopy, or telex, or by
any electronic transmission of printed material and addressed as
follows:
<PAGE>
Shipper's address is:
Vice President-Electric Production
Western Resources, Inc.
818 Kansas Ave., P.O. Box 889
Topeka, KS 66601
Copy to:
Manager-Coal
Western Resources, Inc.
818 Kansas Ave., P.O. Box 889
Topeka, KS 66601
BN's address is:
Vice President Coal Marketing
Burlington Northern Railroad Company
3700 Continental Plaza
777 Main Street
Fort Worth, TX 76102
UP's address is:
AVP Energy
Union Pacific Railroad Company
1416 Dodge Street
Omaha, NE 68179
Any party may change its address for purposes of this Agreement
by giving written notice in accordance with the provisions of
this Article. Failure to provide notice to a party designated to
receive a copy shall not invalidate the giving of notice.
Article XXII. ENTIRETY AND AMENDMENTS.
This Agreement comprises the entire agreement, merging
and superseding all prior understandings and representations
between Shipper and Railroads regarding the subject matter of
this Agreement. No subsequent agreement amending, supplementing,
modifying, or terminating this Agreement shall be binding on
Railroads or Shipper unless it is in writing and executed by
their respective authorized representatives, and, to the extent
required by applicable regulations, filed with and approved by
the ICC in accordance with 49 U.S.C. Paragraph 10713, as amended
from time to time.
<PAGE>
Article XXIII. NONWAIVER OF RIGHTS AND OBLIGATIONS.
The failure of any party to this Agreement in any one
or more than one instance, to insist upon the performance of any
of the terms or conditions of this Agreement, or to exercise any
rights or privileges under this Agreement, or the waiver by any
party to this Agreement of any breach of the terms or conditions
of this Agreement, shall not be construed thereafter as waiving
any such terms, covenants, rights, privileges or obligations, but
the same shall continue and remain in full force and effect as if
no such forbearance or waiver had occurred.
Article XXIV. RECORDS.
The parties agree that for the purpose of verifying
bills, tendered and shipped tonnage and records and for the
purpose of making adjustments thereto, the necessary records of
the parties, insofar as they pertain to the terms of this
Agreement, shall be made available, upon reasonable notice, at
each party's respective place of business for inspection and
examination by any authorized employee, consultant or agent
(including a certified public accountant) of the other parties
during regular business hours. Nothing in this Article is
intended to require any party to this Agreement to divulge to any
other party any information pertaining to its costs of providing
transportation under this Agreement.
<PAGE>
Article XXV. INDEMNITIES.
A. Railroads shall defend, protect, indemnify, and save
harmless Shipper, its affiliated companies and its officers,
directors, stockholders, employees, agents and servants from and
against all liabilities, losses, claims, damages, penalties,
causes of action, suits (including suits for personal injuries or
death and including reasonable attorneys' fees and expenses)
caused by the negligence or willful and wanton acts of Railroads
arising out of or in connection with their obligations under this
Agreement, and shall pay any judgments of any nature rendered
against such person for such injuries or damage due to or arising
out of or in connection with such negligence or willful and
wanton acts of Railroads.
B. Shipper shall defend, protect, indemnify, and save
harmless Railroads, their affiliated companies and officers,
directors, stockholders, employees, agents, and servants from and
against all liabilities, losses, claims, damages, penalties,
causes of action, suits (including suits for personal injuries or
death and including reasonable attorneys' fees and expenses)
caused by the negligence or willful and wanton acts of Shipper
arising out of or in connection with its obligations under this
Agreement, and shall pay any judgments of any nature rendered
against such person for such injuries or damage due to or arising
out of or in connection with such negligence or willful and
wanton acts of Shipper.
<PAGE>
C. If any liability, loss, claim, damage, penalty, cause
of action or suit arises from the joint negligence or willful and
wanton acts of Railroads, or either one of them, and Shipper,
each party shall be responsible for only that portion of the
liability, loss, claim, damage, penalty, cause of action or suit
caused by its negligence or willful and wanton acts.
<PAGE>
Article XXVI. CONSTRUCTION OF TERMS.
The terms of this Agreement have been arrived at after
mutual negotiation and, therefore, it is the intention of the
parties that its terms not be construed against any of the
parties by reason of the fact that it was prepared by one of the
parties.
Article XXVII. CAPTIONS.
The captions and headings of this Agreement are for the
convenience of reference only and shall neither define nor limit
any of the terms or provisions in this Agreement.
Article XXVIII. EFFECT OF PRIOR AGREEMENTS.
Upon approval of this Agreement as provided in Article
II, the terms of the document dated November 30, 1972 (1972
Document), between the Kansas Power and Light Company (KPL), the
Burlington Northern Railroad Company, and the Union Pacific
Railroad Company, and tariff ICC BN 4181-A are completely
superseded and are of no further force and effect except as to
shipments moving prior to the approval date. If the ICC fails to
approve this Agreement, it shall be null and void and the 1972
<PAGE>
Document and related tariff shall remain in full force and
effect.
Article XXIX. REPRESENTATIONS AND WARRANTIES.
Each party represents and warrants to the others that
(1) it is duly organized and validly exists in good standing
under the laws of the state of its incorporation and has all
requisite power and authority to enter into this Agreement and to
carry out the terms and provisions thereof; (2) the person
executing this Agreement on its behalf is duly authorized and
empowered to bind it to this Agreement; (3) there is no action,
proceeding, or investigation, current or pending, and no term or
provision of any charter, by-law, certificate, license, mortgage,
indenture, contract, judgment, decree, order, statute, rule or
regulation to which such party is subject, which in any way
prevents, hinders or otherwise adversely affects, or would be
violated by, its entering into and performing this Agreement; and
(4) no approval or authority of any governmental body except the
ICC is required on the part of such party prior to entering into
and carrying out the terms and provisions of this Agreement.
<PAGE>
ARTICLE XXX. DISPUTE RESOLUTION.
A. General.
No party to this agreement shall be entitled to take legal
action with respect to any dispute arising from or relating to
this Agreement until it has complied, in good faith, with the
procedures set forth in Section B and C, below.
B. Negotiation.
1. The parties shall attempt promptly and in good faith to
resolve any dispute arising out of or relating to this Contract,
through negotiations between representatives who have authority
to settle the controversy. All negotiations pursuant to this
clause shall be confidential and shall be treated as compromise
and settlement negotiations for purpose of the Federal and State
Rules of Evidence.
2. Any party may give the other party(ies) written notice
of any dispute not resolved in the normal course of business. As
soon as mutually agreeable after delivery of the notice,
representatives of the involved parties shall meet at a mutually
acceptable time and place (or by telephone), and thereafter as
often as they reasonably may deem necessary to attempt to resolve
the dispute. Unless the parties to the dispute agree that the
dispute cannot be resolved through unassisted negotiation,
negotiations shall not be deemed at an impasse until sixty days
after the first settlement conference.
3. If a negotiator intends to be accompanied at a meeting
by an attorney, the other negotiator(s) shall be given at least
three working days' notice of such intention and may also be
accompanied by an attorney.
<PAGE>
C. Alternative Dispute Resolution Procedure.
1. If a dispute has reached impasse, any party may suggest
use of Alternative Dispute Resolution (ADR) procedures. Once
that party has notified the other(s) of a desire to initiate ADR,
the parties may select the ADR method they wish to use by mutual
agreement. That ADR method may include arbitration, mediation,
mini-trial, or any other method which best suits the
circumstances of the dispute. The parties shall agree in writing
to an ADR method selected and to the procedural rules to be
followed as promptly as possible. To the extent the parties are
unable to agree on procedural rules in whole or in part, the
current Center for Public Resources (CPR) Model Procedures for
Mediation of Business Disputes, CPR Model Mini-trial Procedure,
or CPR Commercial Arbitration Rules -- whichever applies to the
chosen ADR method -- shall control, to the extent such rules are
consistent with the provisions of this Section.
2. If the parties are unable to agree on an ADR method or
unwilling to use ADR to resolve the dispute, any party shall be
free to resort to litigation.
3. If the parties agree on an ADR method other than
arbitration, the decision rendered in that proceeding shall not
be binding on any party except by agreement of all the parties,
and any party may seek resolution of the dispute through
litigation. If the parties agree on arbitration as an ADR
method, the decision of the arbitrator(s) shall be binding on all
parties, subject only to confirmation or review pursuant to the
United States Arbitration Act, 9 U.S.A. Paragraph 1 et seq. The
arbitrator(s) shall not award punitive or exemplary damages
against any party.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement ICC-BN-C-2801 to be executed as of the day and year
first herein written.
WITNESS: WESTERN RESOURCES, INC.
____________________________ By:___________________________
Title:________________________
WITNESS: UNION PACIFIC RAILROAD COMPANY
____________________________ By: __________________________
Title:________________________
WITNESS: BURLINGTON NORTHERN RAILROAD
COMPANY
____________________________ By: ___________________________
Title:_________________________
<PAGE>
Exhibit 99
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 1-7324
KANSAS GAS AND ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
KANSAS 48-1093840
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
P.O. Box 208
Wichita, Kansas 67201
(Address of principal executive offices)
(316) 261-6611
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at August 11, 1994
Common Stock (No par value) 1,000
Registrant meets the conditions of General Instruction H(1)(a) and (b) to Form
10-Q and is therefore filing this form with a reduced disclosure format.
<PAGE>
KANSAS GAS AND ELECTRIC COMPANY
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements
Balance Sheets 3
Statements of Income 4 - 6
Statements of Cash Flows 7 - 8
Statements of Capitalization 9
Statements of Common Stock Equity 10
Notes to Financial Statements 11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 16
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 19
Signatures 20
<PAGE>
<TABLE>
KANSAS GAS AND ELECTRIC COMPANY
BALANCE SHEETS
(Thousands of Dollars)
<CAPTION>
June 30, December 31,
1994 1993
(Unaudited)
<S> <C> <C>
ASSETS
UTILITY PLANT:
Electric plant in service . . . . . . . . . . . . . . . . $3,362,910 $3,339,832
Less - Accumulated depreciation . . . . . . . . . . . . . 829,511 790,843
2,533,399 2,548,989
Construction work in progress . . . . . . . . . . . . . . 34,597 28,436
Nuclear fuel (net) . . . . . . . . . . . . . . . . . . . 39,173 29,271
Net utility plant . . . . . . . . . . . . . . . . . . . 2,607,169 2,606,696
OTHER PROPERTY AND INVESTMENTS:
Decommissioning trust . . . . . . . . . . . . . . . . . . 15,077 13,204
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 11,957 10,941
27,034 24,145
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . . . . . . . . 77 63
Accounts receivable and unbilled revenues (net) (Note 8). 57,323 11,112
Advances to parent company. . . . . . . . . . . . . . . . 115,578 192,792
Fossil fuel, at average cost, . . . . . . . . . . . . . . 13,073 7,594
Materials and supplies, at average cost . . . . . . . . . 31,379 29,933
Prepayments and other current assets. . . . . . . . . . . 25,963 14,995
243,393 256,489
DEFERRED CHARGES AND OTHER ASSETS:
Deferred future income taxes. . . . . . . . . . . . . . . 115,280 113,479
Deferred coal contract settlement costs . . . . . . . . . 19,599 21,247
Phase-in revenues . . . . . . . . . . . . . . . . . . . . 70,178 78,950
Other deferred plant costs. . . . . . . . . . . . . . . . 31,896 32,008
Corporate-owned life insurance (net) . . . . . . . . . . 8,352 45
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 45,495 54,420
290,800 300,149
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . $3,168,396 $3,187,479
CAPITALIZATION AND LIABILITIES
CAPITALIZATION (see statement). . . . . . . . . . . . . . . $1,982,446 $1,899,221
CURRENT LIABILITIES:
Short-term debt . . . . . . . . . . . . . . . . . . . . . 25,200 155,800
Long-term debt due within one year. . . . . . . . . . . . - 238
Accounts payable. . . . . . . . . . . . . . . . . . . . . 60,103 51,095
Accrued taxes . . . . . . . . . . . . . . . . . . . . . . 24,933 12,185
Accrued interest. . . . . . . . . . . . . . . . . . . . . 8,303 7,381
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 9,721 9,427
128,260 236,126
DEFERRED CREDITS AND OTHER LIABILITIES:
Deferred income taxes . . . . . . . . . . . . . . . . . . 638,072 646,159
Deferred investment tax credits . . . . . . . . . . . . . 76,444 78,048
Deferred gain from sale-leaseback . . . . . . . . . . . . 257,161 261,981
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 86,013 65,944
1,057,690 1,052,132
COMMITMENTS AND CONTINGENCIES (Notes 3 and 4)
TOTAL CAPITALIZATION AND LIABILITIES . . . . . . . . . $3,168,396 $3,187,479
The NOTES TO CONSOLIDATED FINANCIAL STATEMENTS are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
KANSAS GAS AND ELECTRIC COMPANY
STATEMENTS OF INCOME
(Thousands of Dollars)
(Unaudited)
<CAPTION>
Three Months Ended
June 30,
1994 1993
<S> <C> <C>
OPERATING REVENUES. . . . . . . . . . . . . . . . . . . . $ 154,987 $ 150,478
OPERATING EXPENSES:
Fuel used for generation:
Fossil fuel . . . . . . . . . . . . . . . . . . . . . 23,096 20,788
Nuclear fuel. . . . . . . . . . . . . . . . . . . . . 4,232 2,142
Power purchased . . . . . . . . . . . . . . . . . . . . 2,241 1,362
Other operations. . . . . . . . . . . . . . . . . . . . 27,954 35,171
Maintenance . . . . . . . . . . . . . . . . . . . . . . 13,890 11,101
Depreciation and amortization . . . . . . . . . . . . . 19,142 18,837
Amortization of phase-in revenues . . . . . . . . . . . 4,386 4,386
Taxes:
Federal income. . . . . . . . . . . . . . . . . . . . 11,604 8,035
State income. . . . . . . . . . . . . . . . . . . . . 2,875 1,798
General . . . . . . . . . . . . . . . . . . . . . . . 12,019 11,313
Total operating expenses. . . . . . . . . . . . . . 121,439 114,933
OPERATING INCOME. . . . . . . . . . . . . . . . . . . . . 33,548 35,545
OTHER INCOME AND DEDUCTIONS:
Corporate-owned life insurance (net). . . . . . . . . . (758) 1,899
Miscellaneous (net) . . . . . . . . . . . . . . . . . . 1,950 1,242
Income taxes (net). . . . . . . . . . . . . . . . . . . 1,451 511
Total other income and deductions . . . . . . . . . 2,643 3,652
INCOME BEFORE INTEREST CHARGES. . . . . . . . . . . . . . 36,191 39,197
INTEREST CHARGES:
Long-term debt. . . . . . . . . . . . . . . . . . . . . 12,005 13,897
Other . . . . . . . . . . . . . . . . . . . . . . . . . 1,119 1,407
Allowance for borrowed funds used during
construction (credit) . . . . . . . . . . . . . . . . (556) (381)
Total interest charges. . . . . . . . . . . . . . . 12,568 14,923
NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . $ 23,623 $ 24,274
The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
KANSAS GAS AND ELECTRIC COMPANY
STATEMENTS OF INCOME
(Thousands of Dollars)
(Unaudited)
<CAPTION>
Six Months Ended
June 30,
1994 1993
<S> <C> <C>
OPERATING REVENUES. . . . . . . . . . . . . . . . . . . . $ 291,591 $ 288,959
OPERATING EXPENSES:
Fuel used for generation:
Fossil fuel . . . . . . . . . . . . . . . . . . . . . 43,935 42,017
Nuclear fuel. . . . . . . . . . . . . . . . . . . . . 8,095 4,849
Power purchased . . . . . . . . . . . . . . . . . . . . 3,493 3,369
Other operations. . . . . . . . . . . . . . . . . . . . 58,585 62,709
Maintenance . . . . . . . . . . . . . . . . . . . . . . 25,230 21,966
Depreciation and amortization . . . . . . . . . . . . . 38,261 37,675
Amortization of phase-in revenues . . . . . . . . . . . 8,772 8,772
Taxes:
Federal income. . . . . . . . . . . . . . . . . . . . 18,073 13,252
State income. . . . . . . . . . . . . . . . . . . . . 4,585 3,215
General . . . . . . . . . . . . . . . . . . . . . . . 24,136 22,816
Total operating expenses. . . . . . . . . . . . . . 233,165 220,640
OPERATING INCOME. . . . . . . . . . . . . . . . . . . . . 58,426 68,319
OTHER INCOME AND DEDUCTIONS:
Corporate-owned life insurance (net). . . . . . . . . . (1,993) 3,368
Miscellaneous (net) . . . . . . . . . . . . . . . . . . 2,808 7,518
Income taxes (net). . . . . . . . . . . . . . . . . . . 3,238 (1,043)
Total other income and deductions . . . . . . . . . 4,053 9,843
INCOME BEFORE INTEREST CHARGES. . . . . . . . . . . . . . 62,479 78,162
INTEREST CHARGES:
Long-term debt. . . . . . . . . . . . . . . . . . . . . 24,098 28,001
Other . . . . . . . . . . . . . . . . . . . . . . . . . 2,472 2,964
Allowance for borrowed funds used during
construction (credit) . . . . . . . . . . . . . . . . (924) (808)
Total interest charges. . . . . . . . . . . . . . . 25,646 30,157
NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . $ 36,833 $ 48,005
The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
KANSAS GAS AND ELECTRIC COMPANY
STATEMENTS OF INCOME
(Thousands of Dollars)
(Unaudited)
<CAPTION>
Twelve Months Ended
June 30,
1994 1993
<S> <C> <C>
OPERATING REVENUES. . . . . . . . . . . . . . . . . . . . . . $ 619,629 $ 583,842
OPERATING EXPENSES:
Fuel used for generation:
Fossil fuel . . . . . . . . . . . . . . . . . . . . . . . 95,306 78,707
Nuclear fuel. . . . . . . . . . . . . . . . . . . . . . . 16,521 12,808
Power purchased . . . . . . . . . . . . . . . . . . . . . . 9,988 5,975
Other operations. . . . . . . . . . . . . . . . . . . . . . 114,824 122,008
Maintenance . . . . . . . . . . . . . . . . . . . . . . . . 50,004 46,673
Depreciation and amortization . . . . . . . . . . . . . . . 76,116 74,431
Amortization of phase-in revenues . . . . . . . . . . . . . 17,545 17,544
Taxes:
Federal income. . . . . . . . . . . . . . . . . . . . . . 44,374 28,203
State income. . . . . . . . . . . . . . . . . . . . . . . 10,940 7,704
General . . . . . . . . . . . . . . . . . . . . . . . . . 46,523 42,647
Total operating expenses. . . . . . . . . . . . . . . . 482,141 436,700
OPERATING INCOME. . . . . . . . . . . . . . . . . . . . . . . 137,488 147,142
OTHER INCOME AND DEDUCTIONS:
Corporate-owned life insurance (net). . . . . . . . . . . . 2,480 7,377
Miscellaneous (net) . . . . . . . . . . . . . . . . . . . . 4,561 13,033
Income taxes (net). . . . . . . . . . . . . . . . . . . . . 6,508 (2,192)
Total other income and deductions . . . . . . . . . . . 13,549 18,218
INCOME BEFORE INTEREST CHARGES. . . . . . . . . . . . . . . . 151,037 165,360
INTEREST CHARGES:
Long-term debt. . . . . . . . . . . . . . . . . . . . . . . 50,005 56,411
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,583 10,949
Allowance for borrowed funds used during
construction (credit) . . . . . . . . . . . . . . . . . . (1,482) (1,520)
Total interest charges. . . . . . . . . . . . . . . . . 54,106 65,840
NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . . $ 96,931 $ 99,520
The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
KANSAS GAS AND ELECTRIC COMPANY
STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)
<CAPTION>
Six Months Ended
June 30,
1994 1993
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income. . . . . . . . . . . . . . . . . . . . . . . . . $ 36,833 $ 48,005
Depreciation and amortization . . . . . . . . . . . . . . . 38,261 37,675
Other amortization (including nuclear fuel) . . . . . . . . 5,867 3,391
Deferred income taxes and investment tax credits (net). . . 4,319 5,495
Amortization of phase-in revenues . . . . . . . . . . . . . 8,772 8,772
Corporate-owned life insurance. . . . . . . . . . . . . . . (8,830) (8,101)
Amortization of gain from sale-leaseback. . . . . . . . . . (4,820) (4,820)
Changes in working capital items:
Accounts receivable and unbilled revenues (net) (Note 8). (46,211) (12,142)
Fossil fuel . . . . . . . . . . . . . . . . . . . . . . . (5,479) 4,055
Accounts payable. . . . . . . . . . . . . . . . . . . . . 9,008 (4,067)
Interest and taxes accrued. . . . . . . . . . . . . . . . 13,670 4,323
Other . . . . . . . . . . . . . . . . . . . . . . . . . . (12,120) (257)
Changes in other assets and liabilities . . . . . . . . . . (1,436) (21,326)
Net cash flows from operating activities . . . . . . . 37,834 61,003
CASH FLOWS USED IN INVESTING ACTIVITIES:
Additions to utility plant. . . . . . . . . . . . . . . . . 47,306 22,513
Corporate-owned life insurance policies . . . . . . . . . . 24,008 24,624
Net cash flows used in investing activities. . . . . . 71,314 47,137
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
Short-term debt (net) . . . . . . . . . . . . . . . . . . . (130,600) (7,300)
Advances to parent company (net). . . . . . . . . . . . . . 77,214 40,791
Bonds issued. . . . . . . . . . . . . . . . . . . . . . . . 160,422 -
Bonds retired . . . . . . . . . . . . . . . . . . . . . . . (46,440) -
Other long-term debt (net). . . . . . . . . . . . . . . . . (67,893) (46,870)
Borrowings against life insurance policies (net). . . . . . 40,791 621
Net cash flows from (used in) financing activities . . 33,494 (12,758)
NET INCREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . 14 1,108
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD. . . . . . . 63 892
CASH AND CASH EQUIVALENTS AT END OF PERIOD. . . . . . . . . . $ 77 $ 2,000
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest on financing activities (net of amount
capitalized). . . . . . . . . . . . . . . . . . . . . . $ 43,809 $ 38,921
Income taxes. . . . . . . . . . . . . . . . . . . . . . . . 18,400 7,500
The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
KANSAS GAS AND ELECTRIC COMPANY
STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)
<CAPTION>
Twelve Months Ended
June 30,
1994 1993
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income. . . . . . . . . . . . . . . . . . . . . . . . . $ 96,931 $ 99,520
Depreciation and amortization . . . . . . . . . . . . . . . 76,116 74,431
Other amortization (including nuclear fuel) . . . . . . . . 13,730 9,363
Deferred income taxes and investment tax credits (net). . . 21,396 10,046
Amortization of phase-in revenues . . . . . . . . . . . . . 17,545 17,544
Corporate-owned life insurance. . . . . . . . . . . . . . . (22,379) (15,972)
Amortization of gain from sale-leaseback. . . . . . . . . . (9,640) (9,640)
Changes in working capital items:
Accounts receivable and unbilled revenues (net) (Note 8). (34,638) (10,635)
Fossil fuel . . . . . . . . . . . . . . . . . . . . . . . (1,027) 7,760
Accounts payable. . . . . . . . . . . . . . . . . . . . . 3,262 1,168
Interest and taxes accrued. . . . . . . . . . . . . . . . 294 2,477
Other . . . . . . . . . . . . . . . . . . . . . . . . . . (14,054) (5,393)
Changes in other assets and liabilities . . . . . . . . . . 3,360 (61,142)
Net cash flows from operating activities. . . . . . . . . 150,896 119,527
CASH FLOWS USED IN INVESTING ACTIVITIES:
Additions to utility plant. . . . . . . . . . . . . . . . . 91,679 63,713
Corporate-owned life insurance policies . . . . . . . . . . 26,650 20,632
Death proceeds of corporate-owned life insurance policies . (10,158) (754)
Net cash flows used in investing activities. . . . . 108,171 83,591
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
Short-term debt (net) . . . . . . . . . . . . . . . . . . . (61,000) (3,800)
Advances to parent company (net). . . . . . . . . . . . . . (82,080) (28,025)
Bonds issued. . . . . . . . . . . . . . . . . . . . . . . . 225,422 135,000
Bonds retired . . . . . . . . . . . . . . . . . . . . . . . (186,440) (125,000)
Other long-term debt (net). . . . . . . . . . . . . . . . . (13,980) (14,860)
Revolving credit agreement (net). . . . . . . . . . . . . . (150,000) -
Borrowings against life insurance policies (net). . . . . . 223,430 (3,959)
Net cash flows from (used in) financing activities . . (44,648) (40,644)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS. . . . . (1,923) (4,708)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD. . . . . . . 2,000 6,708
CASH AND CASH EQUIVALENTS AT END OF PERIOD. . . . . . . . . . $ 77 $ 2,000
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest on financing activities (net of amount
capitalized). . . . . . . . . . . . . . . . . . . . . . $ 82,541 $ 76,659
Income taxes. . . . . . . . . . . . . . . . . . . . . . . . 40,254 21,725
The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
KANSAS GAS AND ELECTRIC COMPANY
STATEMENTS OF CAPITALIZATION
(Thousands of Dollars)
<CAPTION>
June 30, December 31,
1994 1993
(Unaudited)
<S> <C> <C>
COMMON STOCK EQUITY:
(See Statements of Common Stock Equity)
Common stock, without par value, authorized and issued
1,000 shares . . . . . . . . . . . . . . . . . . . . . . $1,065,634 $1,065,634
Retained earnings. . . . . . . . . . . . . . . . . . . . . 216,877 180,044
Total common stock equity. . . . . . . . . . . . . . . . 1,282,511 65% 1,245,678 66%
</TABLE>
<TABLE>
LONG-TERM DEBT:
First Mortgage Bonds:
<S> <C> <C> <C> <C> <C>
Series Due 1994 1993
5-5/8% 1996 $ 16,000 $ 16,000
7.6% 2003 135,000 135,000
6-1/2% 2005 65,000 65,000
6.20% 2006 100,000 -
316,000 216,000
Pollution Control Bonds:
6.80% 2004 - 14,500
5-7/8% 2007 - 21,940
6% 2007 - 10,000
5.10% 2023 13,982 -
Variable (a) 2027 21,940 -
7% 2031 327,500 327,500
Variable (a) 2032 14,500 -
Variable (a) 2032 10,000 -
387,922 373,940
Total bonds . . . . . . . . . . . . . . . . . . . . . . 703,922 589,940
Other Long-Term Debt:
Pollution control obligations:
5-3/4% series 2003 - 13,980
Other long-term agreement 1995 - 53,913
Total other long-term debt. . . . . . . . . . . . . . - 67,893
Less:
Unamortized premium and discount (net) . . . . . . . . . 3,987 4,052
Long-term debt due within one year . . . . . . . . . . . - 238
Total long-term debt. . . . . . . . . . . . . . . . . 699,935 35% 653,543 34%
TOTAL CAPITALIZATION . . . . . . . . . . . . . . . . . . . . $1,982,446 100% $1,899,221 100%
(a) Market-Adjusted Tax Exempt Securities (MATES). The interest rate is being reset
periodically via an auction process. As of June 30, 1994, the rate was 2.86% for these
bonds.
The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
KANSAS GAS AND ELECTRIC COMPANY
STATEMENTS OF COMMON STOCK EQUITY
(Thousands of Dollars, Except Shares)
(Unaudited)
<CAPTION>
Common Stock Treasury Stock
Other
Paid-in Retained
Shares Amount Capital Earnings Shares Amount Total
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE DECEMBER 31, 1991. . 40,997,745 637,003 284 170,598 (9,996,426) (199,255) 608,630
(Predecessor)
Net income 6,040 6,040
Cash dividends:
Common stock-$0.43 per
share. . . . . . . . . (13,330) (13,330)
Preferred stock. . . . . (205) (205)
Employee stock plans . . . (12) (966) (12)
Merger of KG&E with KCA. . (40,997,745) (636,991) (284) (163,103) 9,997,392 199,255 (601,123)
MARCH 31, 1992
Subtotal-KG&E (Predecessor). -0- -0- -0- -0- -0- -0- -0-
KCA common stock issued. . 1,000 $1,065,634 - - - - $1,065,634
Net income . . . . . . . . $ 71,941 71,941
BALANCE DECEMBER 31, 1992. . 1,000 1,065,634 - 71,941 - - 1,137,575
(Successor)
Net Income . . . . . . . . 108,103 108,103
BALANCE DECEMBER 31, 1993. . 1,000 $1,065,634 $ - $ 180,044 - $ - $1,245,678
(Successor)
Net Income . . . . . . . . 36,833 36,833
BALANCE JUNE 30, 1994. . . . 1,000 $1,065,634 $ - $ 216,877 - $ - $1,282,511
(Successor)
The NOTES TO FINANCIAL STATEMENTS are an integral part of these statements.
</TABLE>
<PAGE>
KANSAS GAS AND ELECTRIC COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. ACCOUNTING POLICIES AND OTHER INFORMATION
General. On March 31, 1992, Western Resources, Inc., formerly The Kansas
Power and Light Company, (Western Resources, Parent Company) through its
wholly-owned subsidiary KCA Corporation (KCA), acquired all of the outstanding
common and preferred stock of Kansas Gas and Electric Company (KG&E) for $454
million in cash and 23,479,380 shares of Western Resources common stock (the
Merger).
The Company owns 47% of the Wolf Creek Nuclear Operating Corporation
(WCNOC), the operating company for the Wolf Creek Generating Station (Wolf
Creek). The Company records its proportionate share of all transactions of
WCNOC as it does other jointly-owned facilities.
The financial statements have been prepared by the Company pursuant to
the rules and regulations of the Securities and Exchange Commission (SEC).
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of the Company, the accompanying condensed
financial statements reflect all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial position of
the Company as of June 30, 1994, and December 31, 1993, and the results of its
operations for the three, six and twelve month periods ended June 30, 1994 and
1993. These condensed financial statements should be read in conjunction with
the financial statements and the notes thereto included in the Company's 1993
Annual Report on Form 10-K.
The accounting policies of the Company are in accordance with generally
accepted accounting principles as applied to regulated public utilities. The
accounting and rates of the Company are subject to requirements of the Kansas
Corporation Commission (KCC) and the Federal Energy Regulatory Commission.
Cash Surrender Value of Life Insurance Contracts. The following amounts
related to corporate-owned life insurance (COLI) contracts, primarily with one
highly rated major insurance company, are recorded on the balance sheets
(millions of dollars):
June 30, December 31,
1994 1993
Cash surrender value of contracts $318.2 $269.0
Borrowings against contracts (309.8) (269.0)
COLI (net) $ 8.4 $ 0.0
Statements of Cash Flows. For purposes of the statements of cash flows,
the Company considers highly liquid collateralized debt instruments purchased
with a maturity of three months or less to be cash equivalents.
Reclassifications. Certain amounts in prior periods have been
reclassified to conform with classifications used in the current year
presentation.
<PAGE>
2. SHORT-TERM DEBT
The Company's short-term financing requirements are satisfied through
short-term bank loans and borrowings under unsecured lines of credit
maintained with banks. At June 30, 1994, the Company had bank credit
arrangements available of $35 million.
3. COMMITMENTS AND CONTINGENCIES
Environmental. The Company and the Kansas Department of Health and
Environment entered into a consent agreement to perform preliminary
assessments of six former manufactured gas sites. The preliminary assessments
of these sites have been completed at minimal cost. Until such time that risk
assessments are completed at these sites, it will be impossible to predict the
cost of remediation. However, the Company is aware of other utilities in
Region VII of the EPA (Kansas, Missouri, Nebraska, and Iowa) which have
incurred remediation costs for such sites ranging between $500,000 and $10
million, depending on the site. The Company is also aware that the KCC has
permitted another Kansas utility to recover a portion of the remediation costs
through rates. To the extent that such remediation costs are not recovered
through rates, the costs could be material to the Company's financial position
or results of operations depending on the degree of remediation and number of
years over which the remediation must be completed.
Spent Nuclear Fuel Disposal. Under the Nuclear Waste Policy Act of 1982,
the U.S. Department of Energy (DOE) is responsible for the ultimate storage
and disposal of spent nuclear fuel removed from nuclear reactors. Under a
contract with the DOE for disposal of spent nuclear fuel, the Company pays a
quarterly fee to DOE of one mill per kilowatthour on net nuclear generation.
These fees are included as part of nuclear fuel expense.
The Company along with the other co-owners of Wolf Creek are among 14
companies that filed a lawsuit June 20, 1994, seeking an interpretation of the
DOE's obligation to begin accepting spent nuclear fuel for disposal in 1998.
The Federal Nuclear Waste Policy Act requires DOE ultimately to accept and
dispose of nuclear utilities' spent fuel. The issue to be decided in this
case is whether DOE must begin accepting spent fuel in 1998 or at a future
date.
Decommissioning. In 1988 the Company estimated that it would expend
approximately $725 million for its share of Wolf Creek decommissioning costs
primarily during the period from 2025 through 2031. Such costs, estimated to
be approximately $97 million in 1988 dollars, are currently authorized in
rates. These costs were calculated using an assumed inflation rate of 5.15%
over the remaining service life, in 1988, of 37 years.
Decommissioning costs, calculated in the 1988 estimate, are being charged
to operating expenses. Amounts so expensed ($3.5 million in 1993 increasing
annually to $5.5 million is 2024) and earnings on trust fund assets are
deposited in an external trust fund which, when fully funded (assuming a
return on trust assets of 7%) will be used solely for the physical
decommissioning of Wolf Creek (immediate dismantlement method). Electric
rates charged to customers provide for recovery of these decommissioning costs
over the life of Wolf Creek.
<PAGE>
The Company's investment in the decommissioning fund, including
reinvested earnings was $15.1 and $13.2 million at June 30, 1994, and December
31, 1993, respectively. These amounts are reflected in OTHER PROPERTY AND
INVESTMENTS, Decommissioning Trust, and the related liability is included in
DEFERRED CREDITS AND OTHER LIABILITIES, Other, on the balance sheets.
On June 9, 1994, the KCC issued an order approving the decommissioning
cost of a 1993 Wolf Creek Decommissioning Cost Study which estimates the
Company's share of Wolf Creek decommissioning costs to be approximately $595
million during the period 2025 through 2033 or approximately $174 million in
1993 dollars. These costs were calculated using an assumed inflation rate of
3.45% over the remaining service life, in 1993, of 32 years.
The KCC also scheduled a hearing to review the funding level for the
decommissioning trust. Management believes the current level of funding will
meet the requirements of the 1993 cost study and is requesting no change to
the current funding level.
The Company carries $164 million in premature decommissioning insurance.
The insurance coverage has several restrictions. One of these is that it can
only be used if Wolf Creek incurs an accident exceeding $500 million in
expenses to safely stabilize the reactor, to decontaminate the reactor and
reactor station site in accordance with a plan approved by the Nuclear
Regulatory Commission (NRC), and to pay for on-site property damages. If the
amount designated as decommissioning insurance is needed to implement the NRC-
approved plan for stabilization and decontamination, it would not be available
for decommissioning purposes.
Nuclear Insurance. The Price-Anderson Act limits the combined public
liability of the owners of nuclear power plants to $9.2 billion for a single
nuclear incident. The Wolf Creek owners (Owners) have purchased the maximum
available private insurance of $200 million and the balance is provided by an
assessment plan mandated by the NRC. Under this plan, the Owners are jointly
and severally subject to a retrospective assessment of up to $79.3 million
($37.3 million, Company's share) in the event there is a nuclear incident
involving any of the nation's licensed reactors. This assessment is subject
to an inflation adjustment based on the Consumer Price Index. There is a
limitation of $10 million ($4.7 million, Company's share) in retrospective
assessments per incident per year.
The Owners carry decontamination liability, premature decommissioning
liability and property damage insurance for Wolf Creek totalling approximately
$2.8 billion ($1.3 billion, Company's share). This insurance is provided by a
combination of "nuclear insurance pools" ($1.3 billion) and Nuclear Electric
Insurance Limited (NEIL) ($1.5 billion). In the event of an accident,
insurance proceeds must first be used for reactor stabilization and site
decontamination. The remaining proceeds from the $2.8 billion insurance
coverage ($1.3 billion, Company's share), if any, can be used for property
damage up to $1.1 billion (Company's share) and premature decommissioning
costs up to $117.5 million (Company's share) in excess of funds previously
collected for decommissioning (as discussed under "Decommissioning"), with the
remaining $47 million (Company's share) available for either property damage
or premature decommissioning costs.
<PAGE>
The Owners also carry additional insurance with NEIL to cover costs of
replacement power and other extra expenses incurred during a prolonged outage
resulting from accidental property damage at Wolf Creek. If losses incurred
at any of the nuclear plants insured under the NEIL policies exceed premiums,
reserves, and other NEIL resources, the Company may be subject to
retrospective assessments of approximately $9 million per year.
There can be no assurance that all potential losses or liabilities will
be insured or that the amount of insurance will be sufficient to cover them.
Any substantial losses not covered by insurance, to the extent not recoverable
through rates, could have a material adverse effect on the Company's financial
position and results of operations.
Clean Air Act. The Clean Air Act Amendments of 1990 (the Act) require a
two-phase reduction in sulfur dioxide and oxides of nitrogen (NOx) emissions
effective in 1995 and 2000 and a probable reduction in toxic emissions. To
meet the monitoring and reporting requirements under the acid rain program,
the Company is installing continuous emission monitoring and reporting
equipment at a total cost of approximately $2.3 million. At December 31,
1993, the Company had completed approximately $850 thousand of these capital
expenditures with the remaining $1.4 million of capital expenditures to be
completed in 1994 and 1995. The Company does not expect additional equipment
to reduce sulfur emissions to be necessary under Phase II. The Company
currently has no Phase I affected units.
The NOx and toxic limits, which were not set in the law, will be
specified in future EPA regulations. The EPA has issued for public comment
preliminary NOx regulations for Phase I group 1 units. NOx regulations for
Phase II units and Phase I group 2 units are mandated in the Act to be
promulgated by January 1, 1997. Although the Company has no Phase I units,
the final regulations for Phase I group 1 may allow for early compliance for
Phase II group 1 units. Until such time as the Phase I group 1 NOx
regulations are final, the Company will be unable to determine its compliance
options or related compliance costs.
Fuel Commitments. To supply a portion of the fuel requirements for its
generating plants, the Company has entered into various commitments to obtain
nuclear fuel, coal and natural gas. Some of these contracts contain
provisions for price escalation and minimum purchase commitments. At
December 31, 1993, WCNOC's nuclear fuel commitments (Company's share) were
approximately $18.0 million for uranium concentrates expiring at various times
through 1997, $123.6 million for enrichment expiring at various times through
2014 and $45.5 million for fabrication through 2012. At December 31, 1993,
the Company's coal and natural gas contract commitments in 1993 dollars under
the remaining term of the contracts were $666 million and $20.4 million,
respectively. The largest coal contract was renegotiated early in 1993 and
expires in 2020 with the remaining coal contracts expiring at various times
through 2013. The majority of natural gas contracts expire in 1995 with
automatic one-year extension provisions. In the normal course of business,
additional commitments and spot market purchase will be made to obtain
adequate fuel supplies.
For additional information with respect to Commitments and Contingencies
see Note 3, COMMITMENTS AND CONTINGENCIES of the Notes to Financial Statements
in the Company's 1993 Annual Report on Form 10-K.
<PAGE>
4. LEGAL PROCEEDINGS
For information with respect to Legal Proceedings see Note 10, LEGAL
PROCEEDINGS of the Notes to Financial Statements in the Company's 1993 Annual
Report on Form 10-K.
5. RATE MATTERS AND REGULATION
For information with respect to Rate Matters and Regulation see Note 4
RATE MATTERS AND REGULATION of the Notes to Financial Statements in the
Company's 1993 Annual Report on Form 10-K.
6. INCOME TAXES
Total income tax expense included in the Statements of Income reflects
the Federal statutory rate of 35% since January 1, 1993 and 34% for all prior
periods. The Federal statutory rate produces effective income tax rates of
35.5% and 27.7% for the three month periods, and 34.5% and 26.7% for the six
month periods and 33.5% and 27.7% for the twelve month periods ended June 30,
1994 and 1993, respectively. The effective income tax rates vary from the
Federal statutory rate due to the permanent differences, including the
amortization of investment tax credits.
For additional information with respect to Income Taxes see Note 9,
INCOME TAXES of the Notes to Financial Statements in the Company's 1993 Annual
Report on Form 10-K.
7. EMPLOYEE BENEFIT PLANS
Postemployment. The Company adopted the provisions of Statement of
Financial Accounting Standards No. 112 (SFAS 112), in the first quarter of
1994. This statement requires the Company to recognize the liability to
provide postemployment benefits when the liability has been incurred. To
mitigate the impact adopting SFAS 112 will have on rate increases, the Company
received an order from the KCC permitting the initial deferral of SFAS 112
transition costs and expenses and its inclusion in the future computation of
cost of service net of and income stream generated from corporate-owned life
insurance. At June 30, 1994, the Company's SFAS 112 liability recorded on the
balance sheet was approximately $585,000.
8. LONG-TERM DEBT
The Company has a long-term debt agreement, expiring in 1995, which
contains provisions for the sale of accounts receivable and unbilled revenues
(receivables) and phase-in revenues up to a total of $180 million. Amounts
related to receivables are accounted for as sales while those related to
phase-in revenues are accounted for as collateralized borrowings. Additional
receivables are continually sold to replace those collected. At June 30, 1994
and December 31, 1993, outstanding receivables amounting to $20.1 million and
$56.8 million, respectively, were considered sold under the agreement.
For additional information with respect to Long-Term Debt see Note 6,
LONG-TERM DEBT of the Notes to Financial Statements in the Company's 1993
Annual Report on Form 10-K.
<PAGE>
KANSAS GAS AND ELECTRIC COMPANY
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following Management's Discussion and Analysis of Financial Condition
and Results of Operations should be read in conjunction with Item 7 of the
Company's Annual Report on Form 10-K for 1993.
The following updates the information provided in the 1993 Form 10-K, and
analyzes the changes in the results of operations between the three, six and
twelve month periods ended June 30, 1994 and comparable periods of 1993.
FINANCIAL CONDITION
General. The Company had net income for the second quarter of 1994 of
$23.6 million compared to $24.3 million for the same period of 1993. The
decrease in income can be attributed to an increase in maintenance expense due
to the major boiler overhaul of the Company's coal fired La Cygne 1 and higher
income taxes as a result of the completion of the accelerated amortization of
certain deferred income tax reserves.
As of December 31, 1993, the Company had fully amortized these deferred
income tax reserves related to the allowance for borrowed funds used during
construction capitalized for Wolf Creek. The absence of the amortization of
these deferred income tax reserves reduces net income by approximately $3
million per quarter or approximately $12 million per year.
Net income for the six and twelve months ending June 30, 1994, of $36.8
million and $96.9 million, decreased from net income of $48.0 and $99.5
million for the comparable periods of 1993, respectively. The decrease in net
income is primarily due to increases in income taxes as a result of the
absence of the amortization of the above mentioned deferred income tax
reserves and higher maintenance expense as a result of the major boiler
overhaul of the Company's coal fired La Cygne 1.
Partially offsetting the increased expenses for the three, six and twelve
months ended June 30, 1994, was lower interest expense.
Liquidity and Capital Resources. The KG&E common and preferred stock was
redeemed in connection with the Merger, leaving 1,000 shares of common stock
held by Western Resources. The debt structure of the Company and available
sources of funds were not affected by the Merger.
On April 28, 1994, three series of Market-Adjusted Tax Exempt Securities
totalling $46.4 million were sold on behalf of the Company at a rate of 2.95%
for the initial auction period. The interest rate is being reset periodically
via an auction process. As of June 30, 1994, the rate on these bonds was
2.86% for each series. The net proceeds from the new issues, together with
available cash, were used to refund three series of Pollution Control Bonds
totalling $46.4 million bearing interest rates between 5 7/8% and 6.8%.
<PAGE>
In 1986 the Company purchased corporate-owned life insurance policies
(COLI) on certain of its employees. For the six months ended June 30, 1994,
the Company increased its borrowings against the accumulated cash surrender
values of the policies by $39.2 million and received $1.6 million from
increased borrowings on Wolf Creek Nuclear Operating Company policies.
OPERATING RESULTS
The following discussion explains variances for the three, six and twelve
months ended June 30, 1994 to the comparable periods of 1993.
Revenues. The Company's revenues vary with levels of usage as a result
of changing weather conditions during comparable periods and are sensitive to
seasonal fluctuations between consecutive periods.
Changes in electric sales volumes:
3 Months 6 Months 12 Months
Ended Ended Ended
Residential 15.6% 2.6% 4.9%
Commercial 0.0% 1.2% (0.5)%
Industrial 3.5% (1.1)% (1.1)%
Total Retail 5.8% 0.6% 0.8%
Wholesale & interchange (3.7)% 57.7% 66.4%
Total electric sales 4.4% 8.6% 11.0%
Revenues for the second quarter of 1994, of $155.0 million, increased
three percent from the 1993 second quarter revenues of $150.5 million, due to
the warmer temperatures experienced in the Company's service territory,
primarily in the month of June, which resulted in a greater customer demand
for air conditioning load compared to last year.
Revenues for the six months ended June 30, 1994, of $291.6 million,
increased slightly from revenues of $289.0 million for the comparable period
of 1993. The increase in revenues is primarily a result of increased
residential sales due to the higher air conditioning load during 1994 as
compared to 1993 and higher wholesale and interchange sales due to increased
interchange demand.
Revenues for the twelve months ended June 30, 1994, of $619.6 million,
increased approximately six percent from revenues of $583.8 million for the
comparable period of 1993. The increase can be attributed primarily to a
$22.6 million increase in wholesale and interchange revenues as a result of
additional interchange customers and other utilities' need for power to meet
peak demand periods while those utilities' units were down due to the 1993
summer flooding. Residential customers also experienced an increase in sales
volume as summer temperatures returned to near normal levels during the third
quarter of 1993.
Operating Expenses. Total operating expenses increased approximately six
percent for the three and the six months ended June 30, 1994 compared the same
periods of 1993. The increases can be attributed to increases during the
second quarter of $2.8 million in maintenance expense primarily due to the
major boiler overhaul of the Company's coal fired La Cygne 1, a $4.6 million
<PAGE>
increase in federal and state income taxes, and a $4.4 million increase in
fuel expense as a result of increased electric generation to meet customer
demand.
The increase in federal income taxes for the three and six months ended
June 30, 1994 was due to the completion at December 31, 1993, of the
accelerated amortization of deferred income tax reserves relating to the
allowance for borrowed funds used during construction capitalized for Wolf
Creek. The completion of the amortization of these deferred income tax
reserves increased income taxes and thereby reduced net income by
approximately $3 million and $6 million for the quarter and six months ended
June 30, 1994, respectively.
Total operating expenses increased approximately 10 percent for the
twelve months ended June 30, 1994 compared to the same period of 1993. The
increase is primarily the result of a $24.3 million increase in fuel expense
and purchased power due to increased electric generation caused by the
increase in customer demand, a $19.4 million increase in federal and state
income taxes, and higher general taxes of $3.9 million. The increase in
income taxes is a result of the completion of the amortization of certain
deferred income taxes discussed previously. Higher property taxes due to
increases in plant and higher mill levies contributed to increased general
taxes.
Other Income and Deductions. Other income and deductions, net of taxes,
decreased significantly for the three, six and twelve months ended June 30,
1994, compared to the same period in 1993 primarily as a result of increased
interest expense on higher COLI borrowings.
Interest Expense. Interest expense decreased $2.4 million, $4.5 million
and $11.7 million for the three, six and twelve months ended June 30, 1994
compared to the same periods of 1993, respectively. The decreases resulted
primarily from lower interest rates on variable-rate debt and the refinancing
of higher cost fixed-rate debt. Also accounting for the decrease in interest
expense was the impact of increased COLI borrowings which reduce the need for
other long-term debt and thereby reduced interest expense. COLI interest is
reflected in Other Income and Deductions on the income statement.
<PAGE>
KANSAS GAS AND ELECTRIC COMPANY
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
None
(b) Reports on Form 8-K:
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Kansas Gas and Electric Company
Date August 10, 1994 By Richard D. Terrill
Richard D. Terrill,
Secretary, Treasurer and
General Counsel
