f8ktransourcedeck.htm
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 8-K
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Current Report
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Pursuant to Section 13 or 15(d) of the
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Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): April 4, 2012
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Commission
File Number
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Exact Name of Registrant as Specified in its Charter, State of Incorporation,
Address of Principal Executive Offices and
Telephone Number
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I.R.S. Employer
Identification
No.
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001-32206
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GREAT PLAINS ENERGY INCORPORATED
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43-1916803
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(A Missouri Corporation)
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1200 Main Street
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Kansas City, Missouri 64105
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(816) 556-2200
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NOT APPLICABLE
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(Former name or former address,
if changed since last report)
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000-51873
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KANSAS CITY POWER & LIGHT COMPANY
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44-0308720
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(A Missouri Corporation)
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1200 Main Street
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Kansas City, Missouri 64105
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(816) 556-2200
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NOT APPLICABLE
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(Former name or former address,
if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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This combined Current Report on Form 8-K is being filed by Great Plains Energy Incorporated (Great Plains Energy) and Kansas City Power & Light Company (KCP&L). KCP&L is a wholly-owned subsidiary of Great Plains Energy and represents a significant portion of its assets, liabilities, revenues, expenses and operations. Thus, all information contained in this report relates to, and is furnished or filed by, Great Plains Energy. Information that is specifically identified in this report as relating solely to Great Plains Energy, such as its financial statements and all information relating to Great Plains Energy’s other operations, businesses and subsidiaries, including KCP&L Greater Missouri Operations Company (GMO), does not relate to, and is not furnished or filed by, KCP&L. KCP&L makes no representation as to that information. Neither Great Plains Energy nor GMO has any obligation in respect of KCP&L’s debt securities and holders of such securities should not consider Great Plains Energy’s or GMO’s financial resources or results of operations in making a decision with respect to KCP&L’s debt securities. Similarly, KCP&L has no obligation in respect of securities of Great Plains Energy or GMO.
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Item 7.01
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Regulation FD Disclosure
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Great Plains Energy and KCP&L are furnishing the Securities and Exchange Commission with a slide presentation issued on April 4, 2012. A copy of the slide presentation is attached as Exhibit 99.1 and is incorporated by reference herein.
The information under Item 7.01 and in Exhibit 99.1 hereto is being furnished and shall not be deemed filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended. The information under Item 7.01 and Exhibit 99.1 hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless otherwise indicated in such registration statement or other document.
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Item 8.01
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Other Information
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On April 4, 2012, Great Plains Energy announced that GPE Transmission Holding Company LLC (“GPETHC”), a newly-formed wholly-owned subsidiary of Great Plains Energy, and AEP Transmission Holding Company, LLC (“AEPTHC”) have formed a new company to pursue, develop, construct, own and operate competitive electric transmission projects. The new company, Transource Energy, LLC (“Transource”), is 86.5% owned by AEPTHC, a subsidiary of American Electric Power Company, Inc., and 13.5% owned by GPETHC. Transource plans to initially pursue competitive regional transmission projects in the PJM Interconnection, Southwest Power Pool (“SPP”) and Midwest Independent Transmission System Operator transmission regions with plans to pursue competitive electric transmission projects in additional regions as they mature.
Great Plains Energy’s subsidiaries, KCP&L and GMO will seek regulatory approvals to novate two of their SPP-authorized regional transmission projects, located in Missouri, to Transource. Additionally, KCP&L and GMO will transfer certain assets acquired to build the transmission lines and be reimbursed by Transource for the costs of such assets and work performed prior to novation. As disclosed in previous filings, these two projects are (i) a 175-mile, 345kV transmission line from GMO’s Sibley generating station to Omaha Public Power District’s Nebraska City substation with an estimated cost of approximately $380 million for GMO’s portion of the line and an expected 2017 in-service date and (ii) a 30-mile, 345kV transmission line from KCP&L’s Iatan generating station to KCP&L’s Nashua substation with estimated construction costs of $54 million and an expected 2015 in-service date.
Transource will seek a line certificate this summer from the Missouri Public Service Commission for authorization to construct, own and operate these projects; Transource also plans to apply for a Federal Energy Regulatory Commission formula rate for these projects later this year.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit No.
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Description
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99.1
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Slide Presentation
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Forward-looking statements
Statements made in this report that are not based on historical facts are forward-looking, may involve risks and uncertainties, and are intended to be as of the date when made. Forward-looking statements include, but are not limited to, the outcome of regulatory proceedings, cost estimates of capital projects and other matters affecting future operations. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Great Plains Energy and KCP&L are providing a number of important factors that could cause actual results to differ materially from the provided forward-looking information. These important factors include: future economic conditions in regional, national and international markets and their effects on sales, prices and costs, including but not limited to possible further deterioration in economic conditions and the timing and extent of any economic recovery; prices and availability of electricity in regional and national wholesale markets; market perception of the energy industry, Great Plains Energy and KCP&L; changes in business strategy, operations or development plans; effects of current or proposed state and federal legislative and regulatory actions or developments, including, but not limited to, deregulation, re-regulation and restructuring of the electric utility industry; decisions of regulators regarding rates KCP&L and GMO can charge for electricity; adverse changes in applicable laws, regulations, rules, principles or practices governing tax, accounting and environmental matters including, but not limited to, air and water quality; financial market conditions and performance including, but not limited to, changes in interest rates and credit spreads and in availability and cost of capital and the effects on nuclear decommissioning trust and pension plan assets and costs; impairments of long-lived assets or goodwill; credit ratings; inflation rates; effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual commitments; impact of terrorist acts, including but not limited to cyber terrorism; ability to carry out marketing and sales plans; weather conditions including, but not limited to, weather-related damage and their effects on sales, prices and costs; cost, availability, quality and deliverability of fuel; the inherent uncertainties in estimating the effects of weather, economic conditions and other factors on customer consumption and financial results; ability to achieve generation goals and the occurrence and duration of planned and unplanned generation
outages; delays in the anticipated in-service dates and cost increases of generation, transmission, distribution or other projects; the inherent risks associated with the ownership and operation of a nuclear facility including, but not limited to, environmental, health, safety, regulatory and financial risks; workforce risks, including, but not limited to, increased costs of retirement, health care and other benefits; and other risks and uncertainties.
This list of factors is not all-inclusive because it is not possible to predict all factors. Other risk factors are detailed from time to time in Great Plains Energy’s and KCP&L’s quarterly reports on Form 10-Q and annual report on Form 10-K filed with the Securities and Exchange Commission. Each forward-looking statement speaks only as of the date of the particular statement. Great Plains Energy and KCP&L
undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
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GREAT PLAINS ENERGY INCORPORATED
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/s/ Kevin E. Bryant
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Kevin E. Bryant
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Vice President-Investor Relations and Treasurer
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KANSAS CITY POWER & LIGHT COMPANY
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/s/ Kevin E. Bryant
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Kevin E. Bryant
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Vice President-Investor Relations and Treasurer
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Date: April 4, 2012
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Slide Presentation
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ex99_1.htm
Investor Presentation
Great Plains Energy
Transource Energy, LLC
Investor Presentation
April 2012
Exhibit No. 99.1
Exhibit No. 99.1
Investor Presentation
Statements made in this presentation that are not based on historical facts are forward-looking, may involve risks and
uncertainties, and are intended to be as of the date when made. Forward-looking statements include, but are not limited to,
the outcome of regulatory proceedings, cost estimates of capital projects and other matters affecting future operations. In
connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Great Plains Energy and
KCP&L are providing a number of important factors that could cause actual results to differ materially from the provided
forward-looking information. These important factors include: future economic conditions in regional, national and
international markets and their effects on sales, prices and costs, including but not limited to possible further deterioration in
economic conditions and the timing and extent of economic recovery, prices and availability, of electricity in regional and
national wholesale markets; market perception of the energy industry, Great Plains Energy and KCP&L; changes in business
strategy, operations or development plans; effects of current or proposed state and federal legislative and regulatory actions
or developments, including, but not limited to, deregulation, re-regulation and restructuring of the electric utility industry;
decisions of regulators regarding rates the companies can charge for electricity; adverse changes in applicable laws,
regulations, rules, principles or practices governing tax, accounting and environmental matters including, but not limited to,
air and water quality; financial market conditions and performance including, but not limited to, changes in interest rates
and credit spreads and in availability and cost of capital and the effects on nuclear decommissioning trust and pension plan
assets and costs; impairments of long-lived assets or goodwill; credit ratings; inflation rates; effectiveness of risk
management policies and procedures and the ability of counterparties to satisfy their contractual commitments; impact of
terrorist acts, including but not limited to cyber terrorism; ability to carry out marketing and sales plans; weather conditions
including, but not limited to, weather-related damage and their effects on sales, prices and costs; cost, availability, quality
and deliverability of fuel; the inherent uncertainties in estimating the effects of weather, economic conditions and other
factors on customer consumption and financial results; ability to achieve generation goals and the occurrence and duration
of planned and unplanned generation outages; delays in the anticipated in-service dates and cost increases of additional
generation, transmission, distribution or other projects; the inherent risks associated with the ownership and operation of a
nuclear facility including, but not limited to, environmental, health, safety, regulatory and financial risks; workforce risks,
including, but not limited to, increased costs of retirement, health care and other benefits; and other risks and uncertainties.
This list of factors is not all-inclusive because it is not possible to predict all factors. Other risk factors are detailed from time
to time in Great Plains Energy’s and KCP&L’s quarterly reports on Form 10-Q and annual report on Form 10-K filed with the
Securities and Exchange Commission. Each forward-looking statement speaks only as of the date of the particular
statement. Great Plains Energy and KCP&L undertake no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.
Forward-Looking Statement
2
Investor Presentation
• Great Plains Energy (GXP) and American Electric Power (AEP) have formed a joint
venture, Transource Energy, LLC (Transource), to pursue competitive transmission
projects
– GXP owns 13.5% through a newly-formed subsidiary (GPE Transmission Holding Company, LLC)
– AEP owns 86.5% through its subsidiary (AEP Transmission Holding Company, LLC)
• GXP’s regulated subsidiaries, KCP&L and GMO, will seek regulatory approval to novate
two Southwest Power Pool (SPP) regional transmission projects they have committed
to build that are in the initial stages of development
– Sibley-Nebraska City an SPP Priority Project - 345kV, GMO’s share is approximately 170 miles (175
miles total project), estimated total costs of approximately $380 million, expected in service: 2017
– Iatan-Nashua an SPP Balanced Portfolio Project - 345kV, approximately 30 miles, estimated total
costs of approximately $54 million, expected in-service: 2015
– KCP&L and GMO to fund 100% of the costs of the two SPP projects until they are novated and will
be reimbursed by Transource
• Estimated timeframe to obtain Missouri Public Service Commission (MPSC) and Federal
Energy Regulatory Commission (FERC) approvals to novate the projects is
approximately 18 months
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Transource Overview
Investor Presentation
GPE Transmission Holding
Company, LLC
AEP Transmission Holding
Company, LLC
86.5%
13.5%
Transource Ownership Structure
Great Plains Energy Incorporated
American Electric Power
Company, Inc.
100%
100%
Transmission Projects
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Investor Presentation
• Exclusive vehicle for GXP and AEP to pursue future competitive transmission projects
throughout the continental United States that fall within the scope of FERC Order 1000
(regional and inter-regional transmission projects subject to regional cost allocation)
– Initial focus on three regional transmission organizations (RTO) - SPP, Midwest Independent
Transmission System Operator (MISO) and PJM Interconnection (PJM). Pursuit of new
transmission in other regions as markets mature
– The venture excludes transmission projects in the Electric Reliability Council of Texas (ERCOT) and
AEP’s existing transmission project joint ventures
• AEP will operate Transource and provide the majority of staff and services for the
venture through its service company
– GXP will leverage AEP project execution strengths on the current SPP projects in completing the
Sibley-Nebraska City and Iatan-Nashua projects
• No earnings impact expected through 2015
– Consistent with GXP stand alone build of two current SPP projects
• Transource funding requirements will be consistent with ownership structure
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Transource Overview
Investor Presentation
Initial Focus on Three RTOs
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Southwest Power Pool (SPP)
Midwest Independent Transmission System Operator
(MISO)
PJM Interconnection (PJM)
Investor Presentation
• Long-term growth opportunity through creation of national transmission platform
− Provides opportunity for sustainable, long-term growth in competitive transmission market
− Ability to co-invest in transmission with AEP on a national scale
− First-class partner with largest US transmission system, strong balance sheet and demonstrated
commitment to transmission growth
− Project execution expertise creates greatest value for customers
− Provides geographic investment diversity
• Diversifies earnings
− Transmission investments help diversify long-term investments
− Enhances returns on future capital investments by way of FERC’s regulatory construct for
transmission
• Improves ability to earn authorized ROE
• Enhances financial flexibility
− Reduces medium-term capital expenditure requirements and external financing needs
− Smoothes capital requirements with near-term environmental investments and longer term
transmission opportunities
− Reduces regulatory lag due to FERC cost recovery mechanisms
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GXP Joint Venture Benefits
Investor Presentation
GXP Projected Capital Expenditures*
SPP $4.2
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*Projected capital expenditure excludes Allowance for Funds Used During Construction (AFUDC)
Investor Presentation
State authority for Transource to build transmission will be required, and other
state approvals may be asserted
State Regulatory Process
• Obtain a line certificate for Transource to build transmission in Missouri
– A line certificate, providing utility status specific to proposed line, will be requested prior to
constructing electric transmission facilities in Missouri
– Transource anticipates making the necessary filing with the MPSC this summer
• Novate current KCP&L and GMO projects to Transource
− KCP&L and GMO anticipate making the necessary filings with the MPSC this summer
• KCP&L and GMO will request waivers of Missouri Affiliate Transaction Rules
– MPSC affiliate transaction rules may apply as ownership in Transource is greater than 10%
• Missouri affiliate transaction rules are asymmetrical and require utilities to pay lesser of cost or market to
affiliates and receive greater of cost or market from affiliates
• Anticipate working through state filings in approximately one-year however, there is
no statutory time period in which the MPSC must act
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Regulatory Process
Investor Presentation
FERC must approve the novation to Transource as well as establish formula
rates and incentives
Federal Regulatory Process
• Transource will request FERC approval of formula rates (which may include certain incentive
components)
– Typically, FERC formula rate cases are settlement cases and are completed in 10 to 12 months
– Transource will request FERC approval for certain incentives for the projects
– Incentives may include: CWIP in rate base; recovery of abandoned plant, various ROE adders and proposed
hypothetical capital structures
• FERC approval of SPP’s novation of GXP projects to Transource
– SPP files novation agreement for approval by FERC
– Transource must meet several SPP criteria to receive novation including: creditworthiness; a signed SPP
membership agreement; and demonstrated technical, financial and managerial qualifications
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Regulatory Process
Investor Presentation
Novation
Agreement
SPP
Novation
Incentive Rate and Formula Rate Approval Process
Novate Existing GXP Projects Approval Process
Line Certificate Approval Process
Estimated Regulatory Approval Timeline
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2012
2013
Q2
Q3
Q4
Q2
Q3
Q4
Q1
Applications
Filed at
MPSC
(Jun-12)
MPSC
Approvals
(Aug-13)
Application
Filed at FERC
(Jun-12)
FERC
Approval of
Rates
(May-13)
Begin
SPP Novation
Process
(Jun-13)
SPP Board
Approval
(Aug-13)
FERC Novation
Acceptance
(Dec-13)
Novation
Agreement
Filed at FERC
(Oct-13)
MPSC approval
FERC approval
SPP process
MPSC
Approval
Process
FERC
Approval
Process
Novation
Process
Goal is to complete novation of the SPP projects as soon as possible
