ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following combined Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the consolidated financial statements and accompanying notes in this combined Quarterly Report on Form 10-Q, the Westar Energy First Quarter 2018 Quarterly Report on Form 10-Q, the Great Plains Energy and KCP&L combined First Quarter 2018 Quarterly Report on Form 10-Q, the Westar Energy 2017 Form 10-K and the Great Plains Energy and KCP&L combined 2017 Form 10-K. None of the registrants make any representation as to information related solely to Evergy, Westar Energy or KCP&L other than itself.

~~GREAT PLAINS ENERGY INCORPORATED~~

EVERGY, INC.

EXECUTIVE SUMMARY

~~Description of Business~~

~~Great Plains Energy~~Evergy, Inc. is a public utility holding company incorporated in 2017 and ~~does not own or operate any~~headquartered in Kansas City, Missouri. Evergy operates primarily through the following wholly-owned direct subsidiaries:

Westar Energy is an integrated, regulated electric utility that provides electricity to customers in the state of Kansas. Westar Energy has one active wholly-owned subsidiary with significant ~~assets other than the stock of its subsidiaries and cash and cash equivalents.~~operations, KGE.

~~Great Plains Energy's sole reportable business segment is electric utility. Electric utility consists of~~ KCP&L is an integrated, regulated electric utility that provides electricity to customers in the states of Missouri and Kansas. KCP&L has one active wholly-owned subsidiary, KCP&L Receivables Company.

GMO is an integrated, regulated electric utility that provides electricity to customers in the state of Missouri. GMO also provides regulated steam service to certain customers in the St. Joseph, Missouri area. GMO has one active wholly-owned subsidiary, GMO Receivables Company.

GPETHC owns 13.5% of Transource with the remaining 86.5% owned by AEP Transmission Holding Company, LLC, a ~~regulated utility, GMO's regulated utility operations~~subsidiary of AEP. Transource is focused on the development of competitive electric transmission projects. GPETHC accounts for its investment in Transource under the equity method.

Westar Energy also owns a 50% interest in Prairie Wind, which is a joint venture between Westar Energy and Electric Transmission America, LLC, which itself is a joint venture between affiliates of AEP and Berkshire Hathaway Energy Company. Prairie Wind owns a 108-mile, 345 kV double-circuit transmission line that is now being used to provide transmission service in the SPP. Westar Energy accounts for its investment in Prairie Wind under the equity method.

Westar Energy and KGE conduct business in their respective service territories using the name Westar Energy. KCP&L and GMO ~~Receivables Company. Electric utility has~~ conduct business in their respective service territories using the name KCP&L. Collectively, the Evergy Companies have approximately ~~6,500~~12,300 MWs of owned generating capacity and ~~engages~~engage in the generation, transmission, distribution and sale of electricity to approximately ~~864,400~~1.6 million customers in the states of ~~Missouri~~Kansas and ~~Kansas. Electric utility's retail electricity rates are comparable to the national average of investor-owned utilities.~~Missouri. The Evergy Companies assess financial performance and allocate resources on a consolidated basis (i.e., operate in one segment).

Great Plains ~~Energy's corporate~~Energy and ~~other~~Westar Energy Merger

Evergy was incorporated in 2017 as Monarch Energy, a wholly-owned subsidiary of Great Plains Energy. Prior to the closing of the merger transactions, Monarch Energy changed its name to Evergy and did not conduct any business activities ~~not included in the sole reportable business segment includes GMO activity~~ other than those required for its ~~regulated utility operations, GPETHC~~formation and ~~unallocated corporate charges including certain costs to achieve the anticipated merger with Westar.~~

~~Anticipated Merger with Westar Energy, Inc.~~

~~On July 9, 2017, Great Plains Energy entered into an Amended Merger Agreement~~matters contemplated by ~~and among Great Plains Energy, Westar, Holdco, and Merger Sub. Pursuant to~~ the Amended Merger ~~Agreement, subject to the satisfaction or waiver of certain conditions, Great Plains Energy will merge~~Agreement. On June 4, 2018, in accordance with and into Holdco, with Holdco surviving such merger, and Merger Sub will merge with and into Westar, with Westar surviving such merger. Upon closing, pursuant to the Amended Merger Agreement, each outstanding share of Great Plains Energy's and Westar's common stock will be converted into the right to receive 0.5981 and 1.0, respectively, of validly issued, fully paid and nonassessable shares of common stock, no par value, of Holdco. Following the mergers, Holdco, with a new name that has yet to be established, will be the parent of Great Plains Energy's direct subsidiaries, including KCP&L, and Westar.

The anticipated merger has been structured as a merger of equals in a tax-free exchange of shares that involves no premium paid or received with respect to either Great Plains Energy or Westar. Following the completion of the anticipated merger, Westar shareholders will own approximately 52.5 percent and Great Plains Energy shareholders will own approximately 47.5 percent of the combined company.

~~In the third quarter of 2017, as a result of~~ the Amended Merger Agreement, Great Plains Energy ~~redeemed its $4.3 billion~~merged into Evergy, with Evergy surviving the merger and King Energy merged into Westar Energy, with Westar Energy surviving the merger. These merger transactions resulted in Evergy becoming the parent entity of ~~unsecured senior notes issued~~Westar Energy and the direct subsidiaries of Great Plains Energy, including KCP&L and GMO. As a result of the closing of the merger transactions, each outstanding share of Great Plains Energy common stock was converted into 0.5981 shares of Evergy common stock, resulting in ~~March~~the issuance of 128.9 million shares. Additionally, each outstanding share of Westar Energy common stock was converted into 1 share of Evergy common stock.

Westar Energy was determined to be the accounting acquirer and thus, the predecessor of Evergy. Therefore, Evergy's accompanying consolidated financial statements reflect the results of operations of Westar Energy for the three months ended and year to date September 30, 2017 and the financial position of Westar Energy as of December 31, 2017. Evergy had separate operations for the period beginning with the quarter ended June 30, 2018, and references to amounts for periods after the closing of the merger relate to Evergy. The results of Great Plains Energy's direct subsidiaries have been included in Evergy's results of operations from the date of the closing of the merger and thereafter.

KCP&L has elected not to apply "push-down accounting" related to the merger, whereby the adjustments of assets and liabilities to fair value and the resulting goodwill would be recorded on the financial statements of the

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acquired subsidiary. These adjustments for KCP&L, as well as those related to the acquired assets and liabilities of Great Plains Energy and its ~~Series B Preferred Stock issued in October 2016.~~other direct subsidiaries, are reflected at consolidated Evergy.

See Note 2 to the consolidated financial statements for more information regarding the ~~anticipated merger and redemption of acquisition financing.~~merger.

~~Expected Plant Retirements~~Common Stock Repurchase Program

In ~~June 2017, Great Plains Energy and KCP&L announced~~July 2018, the Evergy Board authorized the repurchase of up to 60 million shares of Evergy's common stock. Although this repurchase authorization has no expiration date, Evergy expects to repurchase the 60 million shares by mid-2020. Evergy plans to ~~retire KCP&L's Montrose Station~~utilize various methods to effectuate the share repurchase program, including but not limited to, a series of transactions that may include accelerated share repurchases, open market transactions or other means, subject to market conditions and ~~GMO's Sibley Station by December 31,~~applicable legal requirements. The repurchase program may be suspended, discontinued or resumed at any time. Year to date September 30, 2018, Evergy had total repurchases of common stock of approximately $486 million and had repurchased 6.9 million shares under the repurchase program, which included shares repurchased under ASR agreements which had not reached final settlement as of September 30, 2018, and ~~GMO's Lake Road Unit 4/6 by December 31, 2019.~~are discussed further below.

In August 2018, Evergy entered into two ASR agreements with financial institutions to purchase $450.0 million of Evergy common stock. In August 2018, the financial institutions delivered to Evergy 6.3 million shares of common stock, representing a partial settlement of the contracts, based on then-current market prices and Evergy paid a total of $450.0 million. The ~~decision~~final number of shares of Evergy common stock that Evergy may receive or be required to ~~retire these generating units was primarily driven~~remit upon final settlement of the ASR agreements will be based on the average daily volume weighted-average price of Evergy common stock during the term of the ASR agreements, less a negotiated discount. Final settlement of each ASR agreement will occur by the ~~age~~end of November 2018 but may occur earlier at the option of the ~~plants, expected environmental compliance costs and expected future generation capacity needs.~~ financial institutions.

In October 2018, one of the ASR agreements was settled early at the option of the financial institution, which resulted in the delivery to Evergy of 848,226 additional shares of Evergy common stock at no additional cost. Evergy expects that the final settlement of the remaining ASR agreement will also result in the delivery of additional shares of common stock to Evergy at no additional cost.

See Note 2015 to the consolidated financial statements for more information regarding Evergy's common stock repurchase program.

Missouri Legislation

On June 1, 2018, Missouri S.B. 564 was signed into law by the ~~retirement~~Governor of ~~Sibley No. 3 Unit.~~

~~Earnings Overview~~

~~Great Plains Energy had earnings available for common shareholders~~Missouri. Most notably, S.B. 564 includes a plant-in service accounting (PISA) provision that can be elected by Missouri electric utilities to defer to a regulatory asset and recover 85% of ~~$3.4 million or $0.02 per share for the three months ended September 30, 2017, compared to $132.7 million or $0.86 per share for the same period in 2016 driven by higher~~ depreciation ~~expense; a write-off of deferred offering fees related to Series A Preferred~~

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Stock; a loss on the settlement of the Series B Preferred Stock dividend make-whole provisions; a loss on extinguishment of debt related to the redemption of Great Plains Energy's $4.3 billion senior notes; higher income tax expense and increased preferred stock dividend requirements and redemption premium; partially offset by a decrease in utility operating and maintenance expense; a decrease in costs to achieve the anticipated merger with Westar; an increase in interest income and a decrease in interest charges.

In addition, a higher number of average shares outstanding due to Great Plains Energy's registered public offering of 60.5 million shares of common stock in October 2016 diluted earnings per share by $0.01associated return on investment for ~~the three months ended September 30, 2017.~~

Great Plains Energy had a loss available for common shareholders of $43.4 million or $0.20 per share year to date September 30, 2017, compared to earnings of $190.3 million or $1.23 per share for the same period in 2016 driven by lower gross margin; an increase in costs to achieve the anticipated merger with Westar; higher depreciation expense; a write-off of deferred offering fees related to Series A Preferred Stock; a loss on the settlement of the Series B Preferred Stock dividend make-whole provisions; a loss on extinguishment of debt related to the redemption of Great Plains Energy's $4.3 billion senior notes and increased preferred stock dividend requirements and redemption premium; partially offset by an increase in interest income; a decrease in interest charges and lower income tax expense.

In addition, a higher number of average shares outstanding due to Great Plains Energy's registered public offering of 60.5 million shares of common stock in October 2016 diluted the loss per share by $0.08 year to date September 30, 2017.

For additional information regarding the change in earnings (loss), refer to the Great Plains Energy Results of Operations and the Electric Utility Results of Operations sections within this Management's Discussion and Analysis of Financial Condition and Results of Operations. Gross margin is a non-GAAP financial measure. See the explanation of gross margin under Great Plains Energy's Results of Operations.

~~Adjusted Earnings (Non-GAAP) and Adjusted Earnings Per Share (Non-GAAP)~~

Great Plains Energy's adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) for the three months ended and year to date September 30, 2017, were $162.9 million or $1.05 per share and $249.8 million or $1.61 per share, respectively. Great Plains Energy's adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) for the three months ended and year to date September 30, 2016, were $154.2 million or $1.00 per share and $265.8 million or $1.72 per share, respectively. In addition to earnings (loss) available for common shareholders and diluted earnings (loss) per common share, Great Plains Energy's management uses adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) to evaluate earnings and earnings per share without the impact of the anticipated merger with Westar. Adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) excludes certain costs, expenses, gains, losses and the per share dilutive effect of equity issuances resulting from the anticipated merger and the previous plan to acquire Westar. This information is intended to enhance an investor's overall understanding of results. Adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) are used internally to measure performance against budget and in reports for management and the Great Plains Energy Board. Adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) are financial measures that are not calculated in accordance with GAAP and may not be comparable to other companies' presentations or more useful than the GAAP information provided elsewhere in this report.

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The following tables provide a reconciliation between earnings (loss) available for common shareholders and diluted earnings (loss) per common share as determined in accordance with GAAP and adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP):

Reconciliation of GAAP to Non-GAAP Earnings Earnings per diluted share
Three Months Ended September 30 2017 2016 2017 2016
(millions, except per share amounts)
Earnings available for common shareholders $ 3.4
$ 132.7
$ 0.02
$ 0.86
Costs to achieve the anticipated merger with Westar:
Operating expense, pre-tax ^(a)
(2.4 ) 14.4
(0.02 ) 0.09
Financing, pre-tax ^(b)
8.2
14.3
0.05
0.09
Mark-to-market impacts of interest rate swaps, pre-tax ^(c)
(28.2 ) 1.8
(0.18 ) 0.01
Interest income, pre-tax ^(d)
(4.9 ) —
(0.03 ) —
Loss on Series B Preferred Stock dividend make-whole provisions, pre-tax ^(e)
67.7
—
0.44
—
Loss on extinguishment of debt, pre-tax ^(f)
82.8
—
0.53
—
Write-off of Series A deferred offering expenses, pre-tax ^(g)
15.0
—
0.10
—
Income tax expense (benefit) ^(h)
14.2
(9.6 ) 0.08
(0.05 )
Preferred stock ⁽ⁱ⁾
7.1
0.6
0.05
—
Impact of October 2016 share issuance ^(j)
N/A
N/A
0.01
—
Adjusted earnings (non-GAAP) $ 162.9
$ 154.2
$ 1.05
$ 1.00
Average Shares Outstanding
Shares used in calculating diluted earnings per common share 215.7
154.9
Adjustment for October 2016 share issuance ^(j)
(60.5 ) —
Shares used in calculating adjusted earnings per share (non-GAAP) 155.2
154.9

^(a)Reflects legal, advisory and consulting fees, certain severance expenses and a fair value adjustment to the forward contract to issue Series A Preferred Stock and are included in Costs to achieve the anticipated merger with Westar on the consolidated statements of comprehensive income (loss).

^(b)Reflects fees and interest incurred to finance the acquisition of Westar under the Original Merger Agreement, including fees for a bridge term loan facility and interest on Great Plains Energy's $4.3 billion senior notes issued in March 2017 and are included in Interest charges on the consolidated statements of comprehensive income (loss).

^(c)~~Reflects the mark-to-market impacts of interest~~qualifying electric plant rate swaps entered into in connection with financing the acquisition of Westar under the Original Merger Agreement and is included in Interest charges on the consolidated statements of comprehensive income (loss).

^(d) Reflects interest income earned on the proceeds from Great Plains Energy's October 2016 equity offerings and March 2017 issuance of senior notes to fund the majority of the cash consideration for the acquisition of Westar under the Original Merger Agreement and is included in Non-operating income on the consolidated statements of comprehensive income (loss).

^(e) Reflects the loss on the settlement of the Series B Preferred Stock dividend make-whole provisions in connection with the redemption of Great Plains Energy's Series B Preferred Stock in August 2017 and is included within Loss on Series B Preferred Stock dividend make-whole provisions on the consolidated statements of comprehensive income (loss).

^(f)Reflects the loss on extinguishment of debt due to Great Plains Energy's redemption of its $4.3 billion senior notes in July 2017 and is included within Loss on extinguishment of debt on the consolidated statements of comprehensive income (loss).

^(g) Reflects the write-off of deferred offering fees as a result of the termination of the stock purchase agreement for $750 million of Series A Preferred Stock between Great Plains Energy and OMERS and is included within Non-operating expenses on the consolidated statements of comprehensive income (loss).

^(h) ~~Reflects an income tax effect calculated at a 38.9% statutory~~base additions. Qualifying electric plant includes all rate base additions with the exception of ~~certain non-deductible legal~~new coal, nuclear or natural gas generating units or rate base additions that increase revenues by allowing service to new customer premises. The deferred depreciation and ~~financing fees.~~

⁽ⁱ⁾ ~~Reflects reductions~~return in the associated regulatory asset, except for any prudence disallowances, are required to ~~earnings available for common shareholders related~~be included in determining the utility's rate base during subsequent general rate proceedings subject to ~~preferred stock dividend requirements for Great Plains Energy's Series B Preferred Stock issued in October 2016 and the redemption premiums associated~~a 3% compound annual growth rate limitation on future electric rates compared with the ~~redemption~~utility's rates in effect prior to electing PISA. Utilities that elect the PISA provision can make qualifying deferrals of depreciation and return through December 2023, with a potential extension through December 2028 subject to MPSC approval. KCP&L and GMO are currently evaluating the ~~Series B Preferred Stock~~provisions of S.B. 564 and expect to elect the PISA provision in August 2017 and cumulative preferred stock in August 2016 and are included in Preferred stock dividend requirements and redemption premium on the consolidated statements of comprehensive income (loss).late 2018 or early 2019.

^(j) ~~Reflects the average share impact of Great Plains Energy's issuance of 60.5 million shares of common stock in October 2016.~~

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Reconciliation of GAAP to Non-GAAP Earnings (loss) Earnings (loss) per diluted share
Year to Date September 30 2017 2016 2017 2016
(millions, except per share amounts)
Earnings (loss) available for common shareholders $ (43.4 ) $ 190.3
$ (0.20 ) $ 1.23
Costs to achieve the anticipated merger with Westar:
Operating expense, pre-tax ^(a)
24.4
19.4
0.16
0.13
Financing, pre-tax ^(b)
85.5
19.0
0.55
0.12
Mark-to-market impacts of interest rate swaps, pre-tax ^(c)
1.9
78.8
0.01
0.51
Interest income, pre-tax ^(d)
(20.1 ) —
(0.13 ) —
Loss on Series B Preferred Stock dividend make-whole provisions, pre-tax ^(e)
124.8
—
0.80
—
Loss on extinguishment of debt, pre-tax ^(f)
82.8
—
0.54
—
Write-off of Series A deferred offering expenses, pre-tax ^(g)
15.0
—
0.10
—
Income tax benefit ^(h)
(58.4 ) (42.3 ) (0.38 ) (0.27 )
Preferred stock ⁽ⁱ⁾
37.3
0.6
0.24
—
Impact of October 2016 share issuance ^(j)
N/A
N/A
(0.08 ) —
Adjusted earnings (non-GAAP) $ 249.8
$ 265.8
$ 1.61
$ 1.72
Average Shares Outstanding
Shares used in calculating diluted earnings (loss) per common share 215.5 154.9
Adjustment for October 2016 share issuance ^(j)
(60.5) —
Shares used in calculating adjusted earnings per share (non-GAAP) 155.0 154.9

^(a)Reflects legal, advisory and consulting fees and certain severance expenses and are included in Costs to achieve the anticipated merger with Westar on the consolidated statements of comprehensive income (loss).

^(c)Reflects the mark-to-market impacts of interest rate swaps entered into in connection with financing the acquisition of Westar under the Original Merger Agreement and is included in Interest charges on the consolidated statements of comprehensive income (loss).

^(f) Reflects the loss on extinguishment of debt due to Great Plains Energy's redemption of its $4.3 billion senior notes in July 2017 and is included within Loss on extinguishment of debt on the consolidated statements of comprehensive income (loss).

^(h) ~~Reflects an income tax effect calculated at a 38.9% statutory rate, with the exception of certain non-deductible legal and financing fees.~~

⁽ⁱ⁾ Reflects reductions to earnings available for common shareholders related to preferred stock dividend requirements for Great Plains Energy's Series B Preferred Stock issued in October 2016 and the redemption premiums associated with the redemption of the Series B Preferred Stock in August 2017 and cumulative preferred stock in August 2016 and are included in Preferred stock dividend requirements and redemption premium on the consolidated statements of comprehensive income (loss).

^(j) ~~Reflects the average share impact of Great Plains Energy's issuance of 60.5 million shares of common stock in October 2016.~~

Regulatory Proceedings

See Note 65 to the consolidated financial statements for information regarding regulatory proceedings.

Plant Retirements

In 2017, Westar Energy announced plans to retire Unit 7 at Tecumseh Energy Center, Units 3 and 4 at Murray Gill Energy Center and Units 1 and 2 at Gordon Evans Energy Center, subject to the completion of the merger in

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2018. In October 2018 and November 2018, Westar Energy retired these units consistent with this previously announced plan.

In 2017, KCP&L and GMO announced plans to retire KCP&L's Montrose Station and GMO's Sibley Station by December 31, 2018.

Strategy

Evergy expects to continue operating its vertically integrated utilities within their existing regulatory frameworks. Evergy's objectives are to deliver value to shareholders through attractive earnings and dividend growth; serve customers and communities with reliable service, clean energy and fewer and lower rate increases; and maintain a rewarding and challenging work environment for employees. Significant elements of Evergy's strategy to achieve these objectives include:

the realization of a total of approximately $600 million of potential net savings from 2018 through 2022 resulting from synergies that are expected to be created as a result of the merger;

the repurchase of approximately 60 million outstanding shares of Evergy common stock by mid-2020;

anticipated rate base investment of approximately $6 billion from 2018 through 2022;

the continued growth of Evergy's renewable energy portfolio as the Evergy Companies retire older and less efficient fossil fuel plants; and

implementing the rate orders received and to be received by the KCC and MPSC by year-end 2018.

See "Cautionary Statements Regarding Certain Forward-Looking Information" and Part II, Item 1A, Risk Factors, for additional information.

Earnings Overview

The following table summarizes Evergy's net income and diluted EPS.



	Three Months Ended September 30						Year to Date September 30
	2018		2017		Change		2018		2017		Change
	(millions, except per share amounts)
Net income attributable to Evergy, Inc.	$	355.0	$	158.3	$	196.7	$	517.3	$	290.0	$	227.3
Earnings per common share, diluted	1.32		1.11		0.21		2.61		2.03		0.58

Net income and diluted EPS increased for the three months ended September 30, 2018, compared to the same period in 2017, primarily due to the inclusion of KCP&L's and GMO's earnings and higher Westar Energy retail sales driven by favorable weather.

Net income and diluted EPS increased year to date September 30, 2018, compared to the same period in 2017, primarily due to the inclusion of KCP&L's and GMO's earnings beginning in June 2018, higher Westar Energy retail sales driven by favorable weather and lower income tax expense, partially offset by merger-related costs and reductions of revenue for customer bill credits incurred following the close of the merger.

In addition, a higher number of diluted weighted average common shares outstanding due to the issuance of common shares to Great Plains Energy shareholders as a result of the merger diluted earnings per share by $1.17 and $1.02 for the three months ended and year to date September 30, 2018, respectively.

For additional information regarding the change in net income, refer to the Evergy Results of Operations section within this MD&A.

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Impact of Recently Issued Accounting Standards

See Note 1 to the consolidated financial statements for information regarding the impact of recently issued accounting standards.

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Wolf Creek Refueling Outage

Wolf Creek's ~~latest~~most recent refueling outage began ~~on September 10, 2016~~in March 2018 and ~~ended on November 21, 2016.~~the unit returned to service in May 2018. Wolf Creek's next refueling outage is planned to begin in the ~~first~~third quarter of ~~2018.~~2019.

ENVIRONMENTAL MATTERS

See Note 1312 to the consolidated financial statements for information regarding environmental matters.

RELATED PARTY TRANSACTIONS

See Note 1514 to the consolidated financial statements for information regarding related party transactions.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. Management considers an accounting estimate to be critical if it requires assumptions to be made that were uncertain at the time the estimate was made and changes in the estimate or different estimates that could have been used could have a material impact on Evergy's results of operations and financial position. The accounting policies and estimates that Evergy believes were the most critical in nature were reported in the Westar Energy 2017 Form 10-K and the Great Plains Energy and KCP&L combined 2017 Form 10-K. There have been no material changes with regard to these critical accounting policies and estimates.

~~GREAT PLAINS ENERGY~~EVERGY RESULTS OF OPERATIONS

Evergy's results of operations and financial position are affected by a variety of factors including rate regulation, fuel costs, weather, customer behavior and demand, the economy and competitive forces.

Substantially all of Evergy's revenues are subject to state or federal regulation. This regulation has a significant impact on the price the Evergy Companies charge for electric service. Evergy's results of operations and financial position are affected by its ability to align overall spending, both operating and capital, within the frameworks established by its regulators.

Wholesale revenues are impacted by, among other factors, demand, cost and availability of fuel and purchased power, price volatility, available generation capacity, transmission availability and weather.

The Evergy Companies primarily use coal and nuclear fuel for the generation of electricity for their customers and also purchase power on the open market. The prices for these commodities can fluctuate significantly due to a variety of factors including supply, demand, weather and the broader economic environment. Westar Energy, KCP&L and GMO have fuel recovery mechanisms in their Kansas and Missouri jurisdictions, as applicable, that allow them to defer and subsequently recover or refund, through customer rates, substantially all of the variance in net energy costs from the amount set in base rates without a general rate case proceeding.

Weather significantly affects the amount of electricity that Evergy's customers use as electricity sales are seasonal. As summer peaking utilities, the third quarter typically accounts for the greatest electricity sales by the Evergy Companies. Hot summer temperatures and cold winter temperatures prompt more demand, especially among residential and commercial customers, and to a lesser extent, industrial customers. Mild weather reduces customer demand.

Energy efficiency investments by customers and the Evergy Companies also can affect the demand for electric service. Through the Missouri Energy Efficiency Investment Act (MEEIA), KCP&L and GMO offer energy

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efficiency and demand side management programs to their Missouri retail customers and recover program costs, throughput disincentive and as applicable, certain performance incentives in retail rates through a rider mechanism.

The following table summarizes ~~Great Plains Energy's~~Evergy's comparative results of operations.

Three Months Ended
September 30

Year to Date
September 30
2017 2016 2017 2016
(millions)
Operating revenues $ 857.2
$ 856.8
$ 2,110.5
$ 2,099.7
Fuel and purchased power (180.0 ) (184.1 ) (464.0 ) (462.2 )
Transmission (29.1 ) (23.8 ) (80.4 ) (64.5 )
Other operating expenses (251.9 ) (266.2 ) (734.2 ) (742.6 )
Costs to achieve the anticipated merger with Westar 2.4
(14.4 ) (24.4 ) (19.4 )
Depreciation and amortization (92.7 ) (86.4 ) (277.7 ) (256.9 )
Operating income 305.9
281.9
529.8
554.1
Non-operating income and expenses (12.2 ) 1.3
(0.3 ) (1.0 )
Loss on Series B Preferred Stock dividend make-whole provisions (67.7 ) —
(124.8 ) —
Loss on extinguishment of debt (82.8 ) —
(82.8 ) —
Interest charges (30.9 ) (67.6 ) (242.8 ) (251.7 )
Income tax expense (102.3 ) (82.7 ) (87.2 ) (111.5 )
Income from equity investments 0.5
0.7
2.0
2.1
Net income (loss) 10.5
133.6
(6.1 ) 192.0
Preferred dividends and redemption premium (7.1 ) (0.9 ) (37.3 ) (1.7 )
Earnings (loss) available for common shareholders $ 3.4
$ 132.7
$ (43.4 ) $ 190.3
Reconciliation of gross margin to operating revenues:
Operating revenues $ 857.2
$ 856.8
$ 2,110.5
$ 2,099.7
Fuel and purchased power (180.0 ) (184.1 ) (464.0 ) (462.2 )
Transmission (29.1 ) (23.8 ) (80.4 ) (64.5 )
Gross margin ^(a)
$ 648.1
$ 648.9
$ 1,566.1
$ 1,573.0


^(a)	~~Gross margin is a non-GAAP financial measure. See explanation of gross margin below.~~

~~Electric Utility Segment~~

~~Electric utility's net income increased $1.8 million for the three months ended September 30, 2017, compared to the same period in 2016 primarily due to:~~

a $0.8 million decrease in gross margin driven by cooler weather; partially offset by an increase in weather-normalized retail demand, new retail rates, an increase in Missouri Energy Efficiency Investment Act (MEEIA) throughput disincentive and an increase in other margin items;

~~a $7.3 million decrease in other operating expenses primarily driven by a decrease in plant operating and maintenance expenses; and~~

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	Three Months Ended September 30									Year to Date September 30
	2018			2017			Change			2018			2017			Change
	(millions)
Operating revenues	$	1,582.5		$	794.3		$	788.2		$	3,076.1		$	1,976.2		$	1,099.9
Fuel and purchased power	383.7			189.8			193.9			748.9			415.4			333.5
SPP network transmission costs	58.4			62.6			(4.2		)	194.4			185.0			9.4
Other operating expenses	413.4			182.4			231.0			937.7			542.0			395.7
Depreciation and amortization	193.9			94.6			99.3			411.6			277.3			134.3
Income from operations	533.1			264.9			268.2			783.5			556.5			227.0
Other income (expense), net	(24.3		)	(6.6		)	(17.7		)	(43.7		)	(20.4		)	(23.3		)
Interest expense	89.1			43.4			45.7			191.3			128.2			63.1
Income tax expense	64.1			55.8			8.3			28.3			112.6			(84.3		)
Equity in earnings of equity method investees, net of income taxes	2.0			1.6			0.4			4.7			4.9			(0.2		)
Net income	357.6			160.7			196.9			524.9			300.2			224.7
Less: Net income attributable to noncontrolling interests	2.6			2.4			0.2			7.6			10.2			(2.6		)
Net income attributable to Evergy, Inc.	$	355.0		$	158.3		$	196.7		$	517.3		$	290.0		$	227.3

~~a $6.3 million increase in depreciation~~Evergy Utility Gross Margin and ~~amortization expense primarily driven by capital additions.~~MWh Sales

~~Electric utility's net income decreased $31.0 million year to date September 30, 2017, compared to the same period in 2016 primarily due to:~~

~~a $6.9 million decrease in~~Utility gross margin driven by milder weather and a decrease in MEEIA throughput disincentive; partially offset by an increase in weather-normalized retail demand, new retail rates, an increase in the recovery of program costs for energy efficiency programs under MEEIA and an increase in other margin items;

a $0.8 million decrease in other operating expenses primarily driven by a decrease in plant operating and maintenance expenses; partially offset by an increase in program costs for energy efficiency programs under MEEIA;

~~$15.4 million of costs to achieve the anticipated merger with Westar;~~

~~a $20.8 million increase in depreciation and amortization expense primarily driven by capital additions; and~~

~~a $17.6 million decrease in income tax expense primarily due to decreased pre-tax income.~~

~~Corporate and Other Activities~~

~~Great Plains Energy's corporate and other activities loss increased $131.1 million for the three months ended September 30, 2017, compared to the same period in 2016 primarily due to:~~

~~a $14.9 million decrease in operating expenses for costs to achieve the anticipated merger with Westar;~~

~~a $36.1 million decrease in interest charges due to:~~


◦	a $6.1 million decrease in costs incurred to finance the acquisition of Westar under the Original Merger Agreement including $13.9 million of fees and expenses for a bridge term loan facility incurred in the third quarter of 2016; partially offset by $8.2 million of interest on Great Plains Energy's $4.3 billion senior notes issued in March 2017 and redeemed in July 2017; and


◦	a $30.0 million increase in the mark-to-market gain on deal contingent interest rate swaps entered into in June 2016 to hedge against interest rate fluctuations prior to Great Plains Energy's issuance of $4.3 billion senior notes in March 2017;

a $4.9 million increase in non-operating income due to interest income earned on increased cash and cash equivalents at Great Plains Energy in 2017 related to the proceeds from Great Plains Energy's October 2016 common stock and Series B Preferred Stock offerings and March 2017 issuance of senior notes;

a $15.0 million increase in non-operating expenses due to the write-off of previously deferred offering fees as a result of the termination of the stock purchase agreement for $750 million of Series A Preferred Stock between Great Plains Energy and OMERS;

a $67.7 million loss on the settlement of the Series B Preferred Stock dividend make-whole provisions in connection with the redemption of Great Plains Energy's Series B Preferred Stock in August 2017;

~~an $82.8 million loss on extinguishment of debt due to Great Plains Energy's redemption of its $4.3 billion senior notes in July 2017;~~

~~a $23.2 million increase in income tax expense related to these items; and~~

a $6.5 million increase in reductions to earnings available for common shareholders primarily due to preferred stock dividend requirements and the redemption premium for Great Plains Energy's Series B Preferred Stock issued in October 2016 and redeemed in August 2017.

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~~Great Plains Energy's corporate and other activities loss increased $202.7 million year to date September 30, 2017, compared to the same period in 2016 primarily due to:~~

~~a $10.5 million decrease in operating expenses for costs to achieve the anticipated merger with Westar;~~

~~a $10.4 million decrease in interest charges due to:~~


◦	a $76.9 million increase in the mark-to-market gain on deal contingent interest rate swaps entered into in June 2016 to hedge against interest rate fluctuations prior to Great Plains Energy's issuance of $4.3 billion senior notes in March 2017; partially offset by


◦	a $66.5 million increase in costs incurred to finance the acquisition of Westar under the Original Merger Agreement including $59.1 million of interest on Great Plains Energy's $4.3 billion senior notes issued in March 2017 and redeemed in July 2017 and an increase of $7.9 million of fees and expenses for a bridge term loan facility;

a $20.1 million increase in non-operating income due to interest income earned on increased cash and cash equivalents at Great Plains Energy in 2017 related to the proceeds from Great Plains Energy's October 2016 common stock and Series B Preferred Stock offerings and March 2017 issuance of senior notes;

a $124.8 million loss on the settlement of the Series B Preferred Stock dividend make-whole provisions in connection with the redemption of Great Plains Energy's Series B Preferred Stock in August 2017;

~~an $82.8 million loss on extinguishment of debt due to Great Plains Energy's redemption of its $4.3 billion senior notes in July 2017;~~

~~a $10.1 million decrease in income tax expense related to these items; and~~

a $36.7 million increase in reductions to earnings available for common shareholders primarily due to preferred stock dividend requirements and the redemption premium for Great Plains Energy's Series B Preferred Stock issued in October 2016 and redeemed in August 2017.

~~Gross Margin~~

~~Gross~~ margin is a financial measure that is not calculated in accordance with GAAP. ~~Gross~~Utility gross margin, as used by ~~Great Plains Energy and KCP&L,~~the Evergy Companies, is defined as operating revenues less fuel and purchased power costs and ~~transmission.~~amounts billed by the SPP for network transmission costs. Expenses for fuel and purchased power ~~and certain transmission~~ costs, offset by wholesale sales margin, are subject to recovery through cost adjustment mechanisms. As a result, changes in fuel and purchased power costs are offset in operating revenues ~~increase or decrease~~with minimal impact on net income. In addition, SPP network transmission costs fluctuate primarily due to investments by SPP members for upgrades to the transmission grid within the SPP Regional Transmission Organization (RTO). As with fuel and purchased power costs, changes in ~~relation~~SPP network transmission costs are mostly reflected in the prices charged to ~~a significant portion of these expenses.~~ customers with minimal impact on net income.

Management believes that utility gross margin provides a meaningful basis for evaluating ~~electric utility's~~the Evergy Companies' operations across periods compared with operating revenues because utility gross margin excludes the revenue effect of fluctuations in these expenses. ~~Gross~~Utility gross margin is used internally to measure performance against budget and in reports for management and the ~~Great Plains Energy~~Evergy Board. The Evergy Companies' definition of utility gross margin may differ from similar terms used by other companies.

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~~ELECTRIC UTILITY RESULTS OF OPERATIONS~~

~~The following table summarizes the electric utility segment results of operations.~~

Three Months Ended
September 30
Year to Date
September 30
2017 2016 2017 2016
(millions)
Operating revenues $ 857.2
$ 856.8
$ 2,110.5
$ 2,099.7
Fuel and purchased power (180.0 ) (184.1 ) (464.0 ) (462.2 )
Transmission (29.1 ) (23.8 ) (80.4 ) (64.5 )
Other operating expenses (250.5 ) (257.8 ) (730.1 ) (730.9 )
Costs to achieve the anticipated merger with Westar 2.0
—
(15.4 ) —
Depreciation and amortization (92.7 ) (86.4 ) (277.7 ) (256.9 )
Operating income 306.9
304.7
542.9
585.2
Non-operating income and expenses (2.2 ) 1.6
(3.6 ) 0.8
Interest charges (49.1 ) (49.3 ) (149.3 ) (147.4 )
Income tax expense (92.7 ) (95.9 ) (142.6 ) (160.2 )
Net income $ 162.9
$ 161.1
$ 247.4
$ 278.4
Reconciliation of gross margin to operating revenues
Operating revenues $ 857.2
$ 856.8
$ 2,110.5
$ 2,099.7
Fuel and purchased power (180.0 ) (184.1 ) (464.0 ) (462.2 )
Transmission (29.1 ) (23.8 ) (80.4 ) (64.5 )
Gross margin ^(a)
$ 648.1
$ 648.9
$ 1,566.1
$ 1,573.0


^(a)	~~Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Results of Operations.~~

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~~Electric Utility Gross Margin and MWh Sales~~

The following tables summarize ~~electric utility's~~Evergy's utility gross margin and MWhs sold.

Revenues and Costs % MWhs Sold %
Three Months Ended September 30 2017 2016
Change ^(c)
2017 2016 Change
Retail revenues (millions) (thousands)
Residential $ 380.3
$ 380.4
—
2,661
2,786
(5 )
Commercial 332.9
327.4
2
3,023
3,069
(2 )
Industrial 67.6
66.4
2
820
842
(3 )
Other retail revenues 4.5
5.3
(13 ) 23
29
(22 )
Provision for rate refund 3.2
1.5
N/M
N/A
N/A
N/A
Energy efficiency (MEEIA)^(a)
20.4
17.0
20
N/A
N/A
N/A
Total retail 808.9
798.0
1
6,527
6,726
(3 )
Wholesale revenues 33.4
48.0
(30 ) 1,572
1,878
(16 )
Other revenues 14.9
10.8
39
N/A
N/A
N/A
Operating revenues 857.2
856.8
—
8,099
8,604
(6 )
Fuel and purchased power (180.0 ) (184.1 ) (2 )
Transmission (29.1 ) (23.8 ) 23

Gross margin ^(b)
$ 648.1
$ 648.9
—

^(a)Consists of recovery of program costs of $15.8 million and $16.3 million for the three months ended September 30, 2017, and 2016, respectively, that have a direct offset in utility operating and maintenance expenses and recovery of throughput disincentive of $4.6 million and $0.7 million for the three months ended September 30, 2017, and 2016, respectively.
^(b) Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Results of Operations.
^(c) N/M - not meaningful

Revenues and Costs % MWhs Sold %
Year to Date September 30 2017 2016
Change ^(c)
2017 2016 Change
Retail revenues (millions) (thousands)
Residential $ 862.1
$ 877.3
(2 ) 6,621
6,878
(4 )
Commercial 842.4
828.8
2
8,190
8,231
(1 )
Industrial 178.5
178.2
—
2,317
2,394
(3 )
Other retail revenues 13.7
15.9
(13 ) 76
87
(13 )
Provision for rate refund 10.5
(13.2 ) N/M
N/A
N/A
N/A
Energy efficiency (MEEIA)^(a)
48.6
47.6
2
N/A
N/A
N/A
Total retail 1,955.8
1,934.6
1
17,204
17,590
(2 )
Wholesale revenues 108.9
124.5
(13 ) 5,483
6,279
(13 )
Other revenues 45.8
40.6
13
N/A
N/A
N/A
Operating revenues 2,110.5
2,099.7
1
22,687
23,869
(5 )
Fuel and purchased power (464.0 ) (462.2 ) —

Transmission (80.4 ) (64.5 ) 25

Gross margin ^(b)
$ 1,566.1
$ 1,573.0
—

^(a)Consists of recovery of program costs of $39.9 million and $33.3 million year to date September 30, 2017, and 2016, respectively, that have a direct offset in utility operating and maintenance expenses, recovery of throughput disincentive of $8.5 million and $14.3 million year to date September 30, 2017, and 2016, respectively, and an earnings opportunity of $0.2 million year to date September 30, 2017.
^(b) Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Results of Operations.
^(c) N/M - not meaningful

~~Electric utility's~~



	Revenues and Expenses										MWhs Sold
Three Months Ended September 30	2018			2017			Change				2018	2017	Change
Retail revenues	(millions)										(thousands)
Residential	$	647.1		$	275.9			$	371.2		4,839	2,081	2,758
Commercial	530.5			218.1				312.4			5,259	2,156	3,103
Industrial	173.4			117.3				56.1			2,365	1,563	802
Other retail revenues	10.9			4.9				6.0			40	12	28
Total electric retail	1,361.9			616.2				745.7			12,503	5,812	6,691
Wholesale revenues	118.5			103.5				15.0			3,883	3,128	755
Transmission revenues	80.6			70.8				9.8			N/A	N/A	N/A
Other revenues	21.5			3.8				17.7			N/A	N/A	N/A
Operating revenues	1,582.5			794.3				788.2			16,386	8,940	7,446
Fuel and purchased power	(383.7		)	(189.8		)		(193.9		)
SPP network transmission costs	(58.4		)	(62.6		)		4.2
Utility gross margin ^(a)	$	1,140.4		$	541.9			$	598.5
^(a) Utility gross margin is a non-GAAP financial measure. See explanation of utility gross margin above.

	Revenues and Expenses										MWhs Sold
Year to Date September 30	2018			2017				Change			2018	2017	Change
Retail revenues	(millions)										(thousands)
Residential	$	1,169.4		$	626.8			$	542.6		9,047	4,828	4,219
Commercial	945.0			543.4				401.6			9,794	5,588	4,206
Industrial	375.5			316.0				59.5			5,345	4,319	1,026
Other retail revenues	21.5			17.2				4.3			75	56	19
Total electric retail	2,511.4			1,503.4				1,008.0			24,261	14,791	9,470
Wholesale revenues	302.4			256.2				46.2			9,789	7,612	2,177
Transmission revenues	227.6			213.0				14.6			N/A	N/A	N/A
Other revenues	34.7			3.6				31.1			N/A	N/A	N/A
Operating revenues	3,076.1			1,976.2				1,099.9			34,050	22,403	11,647
Fuel and purchased power	(748.9		)	(415.4		)		(333.5		)
SPP network transmission costs	(194.4		)	(185.0		)		(9.4		)
Utility gross margin ^(a)	$	2,132.8		$	1,375.8			$	757.0
^(a)Utilitygross margin is a non-GAAP financial measure. See explanation of utility gross margin above.

Evergy's utility gross margin ~~decreased $0.8~~increased $598.5 million for the three months ended September 30, ~~2017,~~2018, compared to the same period in ~~2016~~2017 driven by:

~~an estimated $35~~a $603.7 million ~~decrease~~increase due to ~~cooler weather~~the inclusion of KCP&L's and GMO's utility gross margin; and

a $25.1 million increase primarily due to higher Westar Energy retail sales driven by ~~a 15% decrease~~warmer summer weather. For the three months ended September 30, 2018, compared to the same period in 2017, cooling degree ~~days;~~days increased 17%; partially offset by

a $28.1 million refund obligation recorded at Westar Energy for the change in the corporate income tax rate caused by the passage of the Tax Cuts and Jobs Act. See Note 17 to the consolidated financial statements for additional information; and

a $2.2 million obligation recorded at Westar Energy for one-time annual bill credits as a result of conditions in the KCC merger order. See Note 2 to the consolidated financial statements for additional information.

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~~an estimated $13 million increase due to weather-normalized retail demand;~~

~~an estimated $10 million increase due to new retail rates for KCP&L in Missouri effective June 8, 2017 and GMO effective February 22, 2017;~~

~~a $3.9 million increase in MEEIA throughput disincentive; and~~

~~an estimated $8 million increase in other margin items.~~

~~Electric utility's~~Evergy's utility gross margin ~~decreased $6.9~~increased $757.0 million year to date September 30, ~~2017,~~2018, compared to the same period in ~~2016~~2017 driven by:

~~an estimated $59 million decrease due to weather driven by~~ a ~~16% decrease in cooling degree days in the second and third quarters of 2017 and a 7% decrease in heating degree days in the first quarter of 2017;~~

~~a $5.8 million decrease in MEEIA throughput disincentive;~~

~~an estimated $31~~$774.5 million increase due to ~~weather-normalized retail demand;~~the inclusion of KCP&L's and GMO's utility gross margin beginning in June 2018; and

~~an estimated $13~~a $77.7 million increase primarily due to ~~new~~higher Westar Energy retail ~~rates for KCP&L~~sales driven by warmer spring and summer weather and colder winter weather. For year to date September 30, 2018, compared to the same period in ~~Missouri effective June 8,~~ 2017, cooling degree days increased 32% and ~~GMO effective February 22, 2017;~~heating degree days increased 29%; partially offset by

a ~~$6.6~~$66.3 million ~~increase~~refund obligation recorded at Westar Energy for ~~recovery~~the change in the corporate income tax rate caused by the passage of ~~program costs~~the Tax Cuts and Jobs Act. See Note 17 to the consolidated financial statements for ~~energy efficiency programs under MEEIA, which have a direct offset in utility operating and maintenance expense;~~additional information; and

~~an estimated $7~~a $28.9 million ~~increase~~obligation recorded at Westar Energy for one-time and annual bill credits as a result of conditions in ~~other margin items.~~the KCC merger order. See Note 2 to the consolidated financial statements for additional information.

~~Electric Utility~~ Other Operating Expenses (including ~~utility~~ operating and maintenance ~~expenses, general~~expense and taxes ~~and other)~~other than income tax)

~~Electric utility's~~Evergy's other operating expenses ~~decreased $7.3~~increased $231.0 million for the three months ended September 30, ~~2017,~~2018, compared to the same period in ~~2016~~2017 primarily ~~due to~~ driven by:

a ~~$5.8~~$183.9 million ~~decrease~~increase in ~~plant~~ operating and maintenance ~~expenses.~~expense due to the inclusion of KCP&L's and GMO's operating and maintenance expenses;

~~Electric utility's~~a $40.7 million increase in taxes other than income taxes due to the inclusion of KCP&L and GMO amounts;

$7.1 million of merger-related costs incurred following the close of the merger, consisting of:


◦	$0.8 million of Westar Energy voluntary severance expenses incurred; and


◦	$6.3 million of merger consulting fees and fees for other outside services incurred; and

a $5.5 million increase due to Westar Energy's 47% share of voluntary severance expenses incurred related to the Wolf Creek voluntary exit program.

Evergy's other operating expenses ~~decreased $0.8~~increased $395.7 million ~~for~~ year to date September 30, ~~2017,~~2018, compared to the same period in ~~2016~~2017 primarily ~~due to~~ driven by:

a ~~$10.4~~$245.6 million ~~decrease~~increase in ~~plant~~ operating and maintenance ~~expenses; partially offset~~expense due to the inclusion of KCP&L's and GMO's operating and maintenance expenses beginning in June 2018, excluding the deferral of merger transition costs discussed below;

$64.6 million of merger-related costs incurred following the close of the merger in June 2018, consisting of:


◦	$24.7 million of unconditional charitable contributions and community support recorded by Evergy in accordance with conditions in the KCC and MPSC merger orders;


◦	$40.7 million of Westar Energy change in control payments, voluntary severance and the recording of unrecognized equity compensations costs and the incremental fair value associated with the vesting of outstanding Westar Energy equity compensation awards in accordance with the Amended Merger Agreement; and


◦	$47.0 million of merger consulting fees and fees for other outside services incurred, primarily consisting of merger success fees; partially offset by


◦	a $47.8 million decrease in operating and maintenance expense due to the deferral of merger transition costs to a regulatory asset in June 2018 for future recovery by Westar Energy, KCP&L and GMO in accordance with the KCC and MPSC merger orders;

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a ~~$6.6~~$54.6 million increase in ~~program costs~~taxes other than income taxes due to the inclusion of KCP&L and GMO amounts beginning in June 2018;

$12.3 million of obsolete inventory write-offs for ~~energy efficiency programs under MEEIA,~~Westar Energy's Unit 7 at Tecumseh Energy Center, Units 3 and 4 at Murray Gill Energy Center and Units 1 and 2 at Gordon Evans Energy Center, which ~~have~~ were retired in the fourth quarter of 2018; and

a ~~direct offset in revenue.~~

~~Electric Utility Costs~~$5.5 million increase due to ~~Achieve the Anticipated Merger with Westar~~

~~Electric utility's costs to achieve the anticipated merger with~~ Westar Energy's 47% share of ~~$15.4 million for year to date September 30, 2017 reflects consulting fees, certain~~voluntary severance expenses ~~and other transition costs~~incurred related to the ~~anticipated merger with Westar.~~Wolf Creek voluntary exit program.

~~Electric Utility~~ Depreciation and Amortization

~~Electric utility's~~Evergy's depreciation and amortization increased ~~$6.3~~$99.3 million ~~and $20.8 million, respectively,~~ for the three months ended ~~and year to date~~ September 30, ~~2017,~~2018, compared to the same ~~periods~~period in ~~2016~~2017, primarily driven by a $98.0 million increase due to ~~capital additions.~~the inclusion of KCP&L's and GMO's depreciation expense.

~~Electric Utility Income Tax Expense~~

~~Electric utility's income tax expense decreased $17.6~~Evergy's depreciation and amortization increased $134.3 million year to date September 30, ~~2017,~~2018, compared to the same period in ~~2016~~2017, primarily driven by a $130.0 million increase due to the inclusion of KCP&L's and GMO's depreciation expense beginning in June 2018.

Other Income (Expense), Net

Evergy's other expense, net increased $17.7 million for the three months ended September 30, 2018, compared to the same period in 2017 primarily driven by:

an $11.7 million increase due to the inclusion of KCP&L and GMO amounts; and

a $1.0 million decrease in Westar Energy's investment earnings primarily due to ~~decreased~~a decrease in interest and dividend income.

Evergy's other expense, net increased $23.3 million year to date September 30, 2018, compared to the same period in 2017 primarily driven by:

a $14.6 million increase due to the inclusion of KCP&L and GMO amounts beginning in June 2018; and

a $3.9 million decrease in Westar Energy's investment earnings primarily due to a decrease in interest and dividend income.

Interest Expense

Evergy's interest expense increased$45.7 million for the three months ended September 30, 2018, compared to the same period in 2017, primarily driven by a $45.2 million increase due to the inclusion of KCP&L's and GMO's interest expense and Evergy's assumption of Great Plains Energy's $350.0 million of 4.85% unsecured Senior Notes and $287.5 million of 5.292% unsecured Senior Notes upon the consummation of the merger.

Evergy's interest expense increased$63.1 million year to date September 30, 2018, compared to the same period in 2017 primarily driven by a $59.2 million increase due to the inclusion of KCP&L's and GMO's interest expense beginning in June 2018 and Evergy's assumption of Great Plains Energy's $350.0 million of 4.85% unsecured Senior Notes and $287.5 million of 5.292% unsecured Senior Notes upon the consummation of the merger.

Income Tax Expense

Evergy's income tax expense increased $8.3 million for the three months ended September 30, 2018, compared to the same period in 2017 primarily driven by:

a $41.5 million increase as a result of the inclusion of income tax expense related to Evergy, Inc. and the subsidiaries of Great Plains Energy; partially offset by

a $25.9 million decrease in Westar Energy's income tax expense as a result of the decrease in the federal statutory income tax rate in 2018; and

a $6.9 million decrease due to lower Westar Energy pre-tax income.

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~~GREAT PLAINS ENERGY~~

Evergy's income tax expense decreased $84.3 million year to date September 30, 2018, compared to the same period in 2017 primarily driven by:

a $53.2 million decrease related to the revaluation of Westar Energy's deferred income tax assets and liabilities based on the Evergy composite tax rate as a result of the merger;

a $47.5 million decrease due to lower Westar Energy pre-tax income; and

a $38.1 million decrease in Westar Energy's income tax expense as a result of the decrease in the federal statutory income tax rate in 2018; partially offset by

a $50.2 million increase as a result of the inclusion of income tax expense related to Evergy, Inc. and the subsidiaries of Great Plains Energy beginning in June 2018.

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EVERGY SIGNIFICANT BALANCE SHEET CHANGES

(September 30, ~~2017~~2018 compared to December 31, ~~2016)~~2017)

The following table summarizes Evergy's significant balance sheet changes.



	Total Change			Change Due to Merger		Remaining Change
Assets	(in millions)
Cash and cash equivalents	$	676.3		$	1,154.2	$	(477.9	)
Accounts receivable, net	205.8			155.6		50.2
Accounts receivable pledged as collateral	195.0			180.0		15.0
Fuel inventories and supplies	227.3			271.5		(44.2		)
Income taxes receivable	20.8			—		20.8
Regulatory assets - current	233.0			207.8		25.2
Prepaid expenses and other assets	33.8			41.5		(7.7		)
Property, plant and equipment, net	9,282.2			9,179.7		102.5
Property, plant and equipment of variable interest entities, net	(5.4		)	—		(5.4		)
Regulatory assets	832.7			829.1		3.6
Nuclear decommissioning trust	280.9			261.3		19.6
Goodwill	2,333.5			2,333.5		—
Other	134.9			145.5		(10.6		)
Liabilities
Current maturities of long-term debt	709.6			415.3		294.3
Current maturities of long-term debt of variable interest entities	1.8			—		1.8
Notes payable and commercial paper	400.2			561.0		(160.8		)
Collateralized note payable	195.0			180.0		15.0
Accounts payable	99.5			191.4		(91.9		)
Accrued dividends	(53.8		)	—		(53.8		)
Accrued taxes	194.4			82.0		112.4
Accrued interest	46.9			48.0		(1.1		)
Regulatory liabilities - current	105.6			17.7		87.9
Other current liabilities	136.3			119.1		17.2
Long-term debt, net	2,952.2			3,358.6		(406.4		)
Long-term debt of variable interest entities, net	(30.3		)	—		(30.3		)
Deferred income taxes	720.3			665.1		55.2
Unamortized investment tax credits	121.8			124.3		(2.5		)
Regulatory liabilities	1,263.1			1,172.9		90.2
Pension and post-retirement liability	458.5			477.3		(18.8		)
Asset retirement obligations	242.7			366.1		(123.4		)
Other long-term liabilities	98.6			83.1		15.5

Change Due to Merger as reflected in the table above represents the preliminary purchase price allocation to Great Plains Energy's ~~cash~~assets and ~~cash equivalents decreased $195.2 million primarily due to the redemption~~liabilities as of Great Plains Energy's $4.3 billion senior notes for $4,400.1 million in July 2017, the redemption of Great Plains Energy's Series B Preferred Stock in August 2017 for $963.4 million and the maturity of Great Plains Energy's $100.0 million of 6.875% Senior Notes in September 2017; partially

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~~offset by the issuance of Great Plains Energy's $4.3 billion senior notes and the maturity of a $1.0 billion time deposit in March 2017.~~

~~Great Plains Energy's time deposit decreased $1.0 billion due to its maturity in March 2017.~~

~~Great Plains Energy's plant to be retired, net increased $146.3 million in connection with the expected retirement of GMO's Sibley No. 3 Unit.~~June 4, 2018. See Note 202 to the consolidated financial statements for additional ~~information.~~information regarding changes in Evergy's balance sheet due to the merger.

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The following are significant balance sheet changes in addition to those due to the Great Plains ~~Energy's~~Energy and Westar Energy merger:

Evergy's cash and cash equivalents decreased $477.9 million primarily due to the repurchase of common stock for a total cost of $486.1 million in connection with Evergy's share repurchase program.

Evergy's receivables, net increased $50.2 million primarily due to seasonal increases in customer accounts receivable.

Evergy's current maturities of long-term debt increased by $294.3 million primarily due to the reclassification of KGE's $300.0 million of 6.70% Series First Mortgage Bonds from long-term to current.

Evergy's notes payable and commercial paper decreased ~~$86.9~~$160.8 million primarily due to the repayment of commercial paper ~~of $60.9 million~~with funds from operations at KCP&L and ~~$26.0 million at GMO primarily with funds from operations.~~GMO.

~~Great Plains Energy's~~Evergy's accounts payable decreased ~~$126.9~~$91.9 million primarily due to the timing of cash payments.

~~Great Plains~~Evergy's accrued dividends decreased $53.8 million due to the timing of payment for Westar Energy's common stock dividend declared in August 2018, which was paid in September 2018, and its common stock dividend declared in November 2017, which was paid in January 2018.

Evergy's accrued taxes increased ~~$93.7~~$112.4 million primarily due to the timing of property tax payments.

~~Great Plains Energy's preference stock without par value~~Evergy's current regulatory liabilities increased $87.9 million primarily due to $79.0 million of refund obligations recorded by Westar Energy consisting of $55.9 million related to the Tax Cuts and Jobs Act and $23.1 million related to one-time customer merger bill credits.

Evergy's long-term debt decreased ~~$836.2~~by $406.4 million primarily due to the reclassification of KGE's $300.0 million of 6.70% Series First Mortgage Bonds from long-term to current and the redemption of ~~Great Plains~~$104.0 million of GMO's Series A and B Senior Notes in the third quarter of 2018.

Evergy's long-term debt of variable interest entities, net decreased $30.3 million primarily due to the VIE that holds the La Cygne Unit 2 leasehold interest having made principal payments totaling $28.5 million.

Evergy's asset retirement obligations decreased $123.4 million primarily due to a $127.0 million decrease in Evergy's and Westar Energy's ~~Series B Preferred Stock~~AROs for a revision in ~~August 2017.~~estimate primarily related to Westar Energy's ARO to decommission its 47% ownership share of Wolf Creek. See Note 6 to the consolidated financial statements for additional information.

LIQUIDITY AND CAPITAL ~~REQUIREMENTS AND LIQUIDITY~~RESOURCES

~~Great Plains Energy operates through its subsidiaries and has no material assets other than the stock of its subsidiaries and~~Evergy relies primarily upon cash ~~and cash equivalents. Great Plains Energy's ability to make payments on its~~from operations, short-term borrowings, debt ~~securities~~issuances and its ability to pay dividends is dependent on its receipt of dividends or other distributions from its subsidiaries, proceeds from the issuance of its securities and borrowing under its revolving credit facility.

Great Plains Energy's capital requirements are principally comprised of debt maturities and electric utility's construction and other capital expenditures. These items as well as additional cash and capital requirements, including requirements related to the anticipated merger with Westar, are discussed below.

~~Great Plains Energy's liquid resources at September 30, 2017, consisted of $1.1 billion of~~existing cash and cash equivalents to fund its capital requirements. Evergy's capital requirements primarily consist of capital expenditures, payment of contractual obligations and other commitments, the payment of dividends to shareholders and the repurchase of common shares.

Capital Sources

Cash Flows from Operations

Evergy's cash flows from operations are driven by the regulated sale of electricity. These cash flows are relatively stable but the timing and level of these cash flows can vary based on ~~hand~~weather and ~~$996.4 million~~economic conditions, future regulatory proceedings, the timing of cash payments made for costs recoverable under regulatory mechanisms and the time such costs are recovered, and unanticipated expenses such as unplanned plant outages and/or storms.

Short-Term Borrowings

As of September 30, 2018, Evergy had $1.8 billion of available borrowing capacity from ~~unused bank lines of~~its master credit facility and receivable sale ~~agreements.~~facilities. Westar Energy's, KCP&L's and GMO's borrowing capacity under the master credit facility also support their issuance of commercial paper. The available borrowing capacity consisted of ~~$199.0~~$449.0 million from ~~Great Plains Energy's revolving~~Evergy Inc.'s master credit facility, ~~$525.3~~$655.4 million from Westar Energy's credit facilities, $388.1 million from KCP&L's credit facilities and ~~$272.1~~$307.5 million from GMO's credit facilities. See Notes 4 and 109 to the

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consolidated financial statements for more information regarding the receivable sale ~~agreements~~facilities and ~~revolving~~master credit ~~facilities,~~facility, respectively. ~~Generally, Great Plains Energy~~Along with cash flows from operations, Evergy generally uses these liquid resources to meet its day-to-day cash flow ~~requirements,~~requirements.

Long-Term Debt and ~~from~~Equity Issuances

From time to time, Evergy issues ~~equity~~long-term debt and/or ~~long-term debt~~equity to repay short-term debt, ~~or increase~~refinance maturing long-term debt and finance growth. As of September 30, 2018 and December 31, 2017, Evergy’s capital structure, excluding short-term debt, was as follows:



	September 30	December 31
	2018	2017
Common equity	59%	51%
Noncontrolling interests	<0%	<0%
Long-term debt, including VIEs	41%	49%

After the completion of its common stock repurchase plan, Evergy anticipates having a common equity to total capitalization ratio of approximately 50%. Following the utilization of its excess cash ~~balances.~~and cash equivalents discussed further below, Evergy anticipates issuing long-term debt in 2019 in support of its common stock repurchase plan. See "Liquidity and Capital Resources - Capital Requirements - Common Stock Repurchase Plan" for additional information.

Under stipulations with the MPSC and KCC, Evergy, Westar Energy and KCP&L are required to maintain common equity at not less than 35%, 40% and 40%, respectively, of total capitalization. The master credit facility and certain debt instruments of the Evergy Companies also contain restrictions that require the maintenance of certain capitalization and leverage ratios. As of September 30, 2018, the Evergy Companies were in compliance with these covenants.

Significant Debt Issuances

See Note 10 to the consolidated financial statements for information regarding significant debt issuances.

Credit Ratings

The ~~$1.1~~ratings of the Evergy Companies' securities by the credit rating agencies impact their liquidity, including the cost of borrowings under their master credit facility and in the capital markets. The Evergy Companies view maintenance of strong credit ratings as extremely important to the Evergy Companies' access to and cost of debt financing and, to that end, maintain an active and ongoing dialogue with the agencies with respect to results of operations, financial position and future prospects. While a decrease in these credit ratings would not cause any acceleration of the Evergy Companies' debt, it could increase interest charges under revolving credit agreements. A decrease in credit ratings could also have, among other things, an adverse impact, which could be material, on the Evergy Companies' access to capital, the cost of funds, the ability to recover actual interest costs in state regulatory proceedings, the type and amounts of collateral required under supply agreements and Evergy's ability to provide credit support for its subsidiaries.

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As of November 7, 2018, the major credit rating agencies rated the Evergy Companies' securities as detailed in the following table.



	Moody's		S&P Global
	Investors Service		Ratings
Evergy
Outlook		Stable		Stable
Corporate Credit Rating		--		A-
Senior Unsecured Debt		Baa2		BBB+

Westar Energy
Outlook		Stable		Stable
Corporate Credit Rating		Baa1		A-
Senior Secured Debt		A2		A
Commercial Paper		P-2		A-2

KGE
Outlook		Stable		Stable
Corporate Credit Rating		Baa1		A-
Senior Secured Debt		A2		A

KCP&L
Outlook		Stable		Stable
Corporate Credit Rating		Baa1		A-
Senior Secured Debt		A2		A
Senior Unsecured Debt		Baa1		A-
Commercial Paper		P-2		A-2

GMO
Outlook		Stable		Stable
Corporate Credit Rating		Baa2		A-
Senior Unsecured Debt		Baa2		A-
Commercial Paper		P-2		A-2

A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency.

Shelf Registration Statements and Regulatory Authorizations

Evergy

In November 2018, Evergy filed an automatic shelf registration statement providing for the sale of unlimited amounts of securities with the SEC, which expires in November 2021.

Westar Energy

In November 2018, Westar Energy filed an automatic shelf registration statement providing for the sale of unlimited amounts of unsecured debt securities and first mortgage bonds with the SEC, which expires in November 2021.

KCP&L

In November 2018, KCP&L filed an automatic shelf registration statement providing for the sale of unlimited amounts of notes and mortgage bonds with the SEC, which expires in November 2021.

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The following table summarizes the short-term and long-term debt financing authorizations for Westar Energy, KGE, KCP&L and GMO and the remaining amount available under these authorizations as of September 30, 2018.



Type of Authorization	Commission	Expiration Date	Authorization Amount	Available Under Authorization
Westar Energy & KGE			(in millions)
Short-Term Debt	FERC	February 2020	$1,000.0	$673.7
KCP&L
Short-Term Debt	FERC	December 2018	$1,000.0	$790.8
Long-Term Debt	MPSC	September 2019	$750.0	$450.0
GMO
Short-Term Debt	FERC	March 2020	$750.0	$609.6

In October 2018, Westar Energy and KGE, KCP&L and GMO filed requests with FERC to have outstanding at any one time up to $1,250.0 million (combined for both Westar Energy and KGE), $1,250.0 million and $750.0 million in short-term debt instruments, respectively, through December 2020.

In October 2018, GMO filed a request with FERC to issue up to a total of $100.0 million in long-term debt instruments for a two-year authorization period beginning on the date of the FERC approval.

In addition to the above regulatory authorizations, the Westar Energy and KGE mortgages each contain provisions restricting the amount of First Mortgage Bonds (FMBs) that can be issued by each entity. Westar Energy and KGE must comply with these restrictions prior to the issuance of additional FMBs or other secured indebtedness.

Under the Westar Energy mortgage, the issuance of bonds is subject to limitations based on the amount of bondable property additions. In addition, so long as any bonds issued prior to January 1, 1997, remain outstanding, the mortgage prohibits additional FMBs from being issued, except in connection with certain refundings, unless Westar Energy’s unconsolidated net earnings available for interest, depreciation and property retirement (which as defined, does not include earnings or losses attributable to the ownership of securities of subsidiaries), for a period of 12 consecutive months within 15 months preceding the issuance, are not less than the greater of twice the annual interest charges on or 10% of the principal amount of all FMBs outstanding after giving effect to the proposed issuance. As of September 30, 2018, $369.5 million principal amount of additional FMBs could be issued under the most restrictive provisions in the mortgage, except in connection with certain refundings.

Under the KGE mortgage, the amount of FMBs authorized is limited to a maximum of $3.5 billion and the issuance of bonds is subject to limitations based on the amount of bondable property additions. In addition, the mortgage prohibits additional FMBs from being issued, except in connection with certain refundings, unless KGE’s net earnings before income taxes and before provision for retirement and depreciation of property for a period of 12 consecutive months within 15 months preceding the issuance are not less than either two and one-half times the annual interest charges on or 10% of the principal amount of all KGE FMBs outstanding after giving effect to the proposed issuance. As of September 30, 2018, approximately $2.5 billion principal amount of additional KGE FMBs could be issued under the most restrictive provisions in the mortgage, except in connection with certain refundings.

Cash and Cash Equivalents

At September 30, 2018, Evergy had approximately $679.7 million of cash and cash equivalents on hand at September 30, 2017 is primarily the result of Great Plains Energy's common stock offering in October 2016, the proceeds of which were to be used to fund a portion of the cash consideration for the acquisition of Westar under the Original Merger Agreement. Great Plains Energy also expects to receive $140.6 million in proceeds from its deal contingent interest rate swaps upon the closing of the anticipated merger with Westar.hand. Under the Amended Merger Agreement, Great Plains Energy iswas required to have not less than $1.25 billion in cash and cash equivalents on its balance sheet at the closing of the ~~anticipated~~ merger with ~~Westar. It is expected that~~Westar Energy. Year to date September 30,

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2018, Evergy utilized this excess cash to repurchase $486.1 million of common stock. Evergy anticipates that its remaining excess cash will also be returned to shareholders ~~of the combined company~~ through the repurchase of common ~~stock~~stock.

Capital Requirements

Capital Expenditures

Evergy requires significant capital investments and expects to need cash primarily for utility construction programs designed to improve and expand facilities related to providing electric service, which include, but are not limited to, expenditures to develop new transmission lines and improvements to power plants, transmission and distribution lines and equipment.

Evergy's anticipated capital expenditures for the next several years were reported in ~~a series of transactions over time after~~ the ~~closing of~~Westar Energy 2017 Form 10-K and the ~~anticipated merger.~~

Great Plains Energy ~~intends~~and KCP&L combined 2017 Form 10-K. There have been no material changes with regard to ~~meet day-to-day cash flow requirements including interest payments, retirement~~these anticipated capital expenditures.

Contractual Obligations and Other Commitments

In the course of ~~maturing debt, construction requirements, dividends~~its business activities, the Evergy Companies enter into a variety of contracts and ~~pension benefit plan funding requirements~~commercial commitments. Some of these result in direct obligations reflected on Evergy's consolidated balance sheets while others are commitments, some firm and some based on uncertainties, not reflected in Evergy's underlying consolidated financial statements. There have been no material changes with ~~a combination of internally generated funds~~regards to the contractual obligations and ~~proceeds from short-term debt. From time to time,~~commitments disclosed in Supplemental Capital Requirements and Liquidity Information in MD&A in the Great Plains Energy ~~issues equity and/or long-term debt to repay short-term debt or increase cash balances. Great Plains Energy's intention to meet a portion~~and KCP&L combined 2017 Form 10-K and in Contractual Obligations and Commercial Commitments in the Westar Energy 2017 Form 10-K.

Common Stock Dividends

The amount and timing of ~~these requirements with internally generated funds may be impacted~~dividends payable on Evergy's common stock are within the sole discretion of the Evergy Board. The amount and timing of dividends declared by the ~~effect~~Evergy Board will be dependent on considerations such as Evergy's earnings, financial position, cash flows, capitalization ratios, regulation, reinvestment opportunities and debt covenants. Evergy targets a long-term dividend payout ratio of ~~inflation~~60% to 70% of earnings. See Note 1 to the consolidated financial statements for information on the common stock dividend declared by the Evergy Board in October 2018.

The Evergy Companies also have certain restrictions stemming from statutory requirements, corporate organizational documents, covenants and other conditions that could affect dividend levels. See Note 15 to the consolidated financial statements for further discussion of restrictions on dividend payments.

Common Stock Repurchase Plan

In July 2018, the Evergy Board authorized the repurchase of up to 60 million shares of Evergy's common stock. Although this repurchase authorization has no expiration date, Evergy expects to repurchase the 60 million shares by mid-2020. Year to date September 30, 2018, Evergy had total repurchases of common stock of approximately $486 million and had repurchased 6.9 million shares under the repurchase program, which included shares repurchased under ASR agreements which had not reached final settlement as of September 30, 2018, and are discussed further below. The ASR agreements were entered into in August 2018 with financial institutions and resulted in the initial delivery to Evergy of 6.3 million shares of common stock, representing a partial settlement of the contracts, based on then-current market prices and Evergy paid a total of $450.0 million. One of the ASR agreements reached final settlement in October 2018 and the remaining ASR agreement is expected to settle by the end of November 2018. See Note 15 to the consolidated financial statements for more information regarding Evergy's common stock repurchase program.

Impact of Tax Cuts and Jobs Act

The Tax Cuts and Jobs Act will result in lower operating ~~expenses,~~cash flows for the ~~level~~Evergy Companies as a result of ~~MWh sales,~~lower customer rates resulting from lower income tax expense recoveries and the settlement of related deferred income tax regulatory ~~actions, compliance with~~liabilities, which are significant. These decreases in operating cash flows are expected to exceed the increase in operating cash flows for the Evergy Companies resulting from the lower corporate federal income tax rate. These net regulatory liabilities will be refunded in future rates by amortizing amounts related to plant

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~~environmental regulations~~assets primarily over the remaining useful life of the assets and amortizing the ~~availability~~amounts related to the other items over various periods as determined in the Evergy Companies' 2018 rate cases.

Off-Balance Sheet Arrangements

In the ordinary course of ~~generating units.~~business, Evergy and certain of its subsidiaries enter into various agreements providing financial or performance assurance to third parties on behalf of certain subsidiaries. Such agreements include, for example, guarantees and letters of credit. These agreements are entered into primarily to support or enhance the creditworthiness otherwise attributed to a subsidiary on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish the subsidiary's intended business purposes. In ~~addition,~~connection with the closing of the merger, Evergy assumed the guarantees previously provided to GMO by Great Plains ~~Energy may issue equity, equity-linked securities and/~~Energy. The majority of these agreements guarantee Evergy's own future performance, so a liability for the fair value of the obligation is not recorded.

At September 30, 2018, Evergy has provided $111.3 million of credit support for GMO as follows:

Evergy direct guarantees to GMO counterparties totaling $17.0 million, which expire in 2020, and

Evergy's guarantee of GMO long-term debt totaling $94.3 million, which includes debt with maturity dates ranging from 2019 to 2023.

Evergy has also guaranteed GMO's commercial paper program. At September 30, 2018, GMO had $140.4 million of commercial paper outstanding. None of the guaranteed obligations are subject to default or ~~debt to finance growth.~~ prepayment if GMO's credit ratings were downgraded.

The Evergy Companies also have off-balance sheet arrangements in the form of operating leases and letters of credit entered into in the ordinary course of business.

Cash Flows

The following table presents Evergy's cash flows from operating, investing and financing activities.



Year to Date September 30	2018			2017
	(in millions)
Cash flows from operating activities	$	1,191.6		$	742.7
Cash flows from (used in) investing activities	574.8			(581.4		)
Cash flows used in financing activities	(1,090.1		)	(161.0		)

Cash Flows from Operating Activities

~~Great Plains Energy generated positive~~Evergy's cash flows from operating activities ~~for the periods presented. The $35.1~~increased $448.9 million ~~decrease in cash flows from operating activities for Great Plains Energy~~ year to date September 30, ~~2017,~~2018, compared to the same period in ~~2016 was~~2017, primarily driven by a $554.2 million increase due to the inclusion of KCP&L's and GMO's cash flows from operating activities beginning in June 2018; partially offset by $35.6 million of merger success fees paid by Evergy and Westar Energy upon the completion of the merger; an increase of $16.0 million in ~~payments for~~Wolf Creek refueling outage costs paid by Westar Energy related to ~~achieve~~ the ~~anticipated merger with Westar~~outage that concluded in ~~2017 of $13.1~~May 2018 and a $10.4 million an increase in ~~ARO settlement payments at KCP&L~~Westar Energy pension and GMO in 2017 of $6.8 million, an increase in Great Plains Energy's pension funding contributions in 2017 of $4.4 million and $7.5 million of other changes in working capital that are detailed in Note 3 to the consolidated financial statements. The individual components of working capital vary with normal business cycles and operations.post-retirement contributions.

Cash Flows from Investing Activities

Great Plains Energy's cash used for investing activities varies with the timing of utility capital expenditures and purchases of investments and nonutility property. Investing activities are offset by proceeds from the sale of properties and insurance recoveries.

~~Great Plains Energy's~~Evergy's cash flows from investing activities increased ~~$1.1 billion~~$1,156.2 million year to date September 30, ~~2017,~~2018, compared to the same period in ~~2016~~2017, primarily due to ~~$1.0 billion for proceeds~~the inclusion of $1,154.2 million of cash acquired from ~~the maturity of a time deposit in March 2017.~~ Great Plains Energy ~~had purchased the $1.0 billion time deposit in 2016 with a portion~~as of the ~~proceeds from its October 2016 common stock and depositary share offerings.~~merger date.

Cash Flows ~~from~~used in Financing Activities

~~Great Plains Energy's~~Evergy's cash flows ~~from~~used in financing activities ~~decreased $1.2 billion~~increased $929.1 million year to date September 30, ~~2017,~~2018, compared to the same period in ~~2016~~2017, primarily due to the ~~$963.4~~repurchase of common stock of $486.1 million ~~redemption~~as a result of ~~Series B Preferred Stock~~Evergy's share repurchase program in ~~August 2017, the maturity of Great Plains Energy's $100.0~~2018; a $296.2 million ~~of 6.875% unsecured Senior Notes~~decrease in ~~September 2017, a $90.2 million~~Westar Energy long-term debt proceeds and an increase in cash dividends paid ~~in 2017 primarily~~of $184.1 million due to ~~Great Plains Energy's October 2016 common stock and depositary share offerings, and a $43.0 million redemption premium paid on the redemption~~an increase in outstanding shares of ~~Great Plains Energy's $4.3 billion senior notes in July 2017.~~

~~Financing Authorization~~

Under stipulations with the MPSC and KCC, Great Plains Energy and KCP&L maintain common equity at not less than 30% and 35%, respectively, of total capitalization (including only the amount of short-term debt in excess of the amount of construction work in progress). KCP&L's long-term financing activities are subject to the authorization of the MPSC. In May 2017, the MPSC authorized KCP&L to issue up to $350.0 million of long-term debt through December 31, 2017. At September 30, 2017, KCP&L had utilized $300.0 million of this authorization.

KCP&L's and GMO's short-term financing activities are subject to the authorization of FERC. In November 2016, FERC authorized KCP&L to have outstanding at any one time up to a total of $1.0 billion in short-term debt instruments through December 2018. At September 30, 2017, there was $928.0 million available under this authorization. In February 2016, FERC authorized GMO to have outstanding at any one time up to a total of $750.0 million in short-term debt instruments through March 2018. At September 30, 2017, there was $574.1 million available under this authorization.

KCP&L and GMO are also authorized by FERC to participate in the Great Plains Energy money pool, an internal financing arrangement in which funds may be lent on a short-term basis to KCP&L and GMO. At September 30, 2017, there were no outstanding payables under the money pool.

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~~Significant Financing Activities~~

~~Great Plains Energy~~

~~In March 2017, Great Plains Energy issued, at a discount,~~common stock following the ~~following series of unsecured senior notes:~~

~~$750.0 million of 2.50% Notes, maturing in 2020;~~

~~$1,150.0 million of 3.15% Notes, maturing in 2022;~~

~~$1,400.0 million of 3.90% Notes, maturing in 2027; and~~

~~$1,000.0 million of 4.85% Notes, maturing in 2047.~~

~~In July 2017, as a result~~close of the ~~Amended Merger Agreement, Great Plains~~merger and a $0.06 per share increase in the quarterly dividend paid in September 2018.

WESTAR ENERGY, INC.

MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS

The below results of operations and related discussion for Westar Energy ~~redeemed each series~~is presented in a reduced disclosure format in accordance with General Instruction (H)(2)(a) to Form 10-Q.

The following table summarizes Westar Energy's comparative results of operations.



	Year to Date September 30
	2018			2017			Change
	(millions)
Operating revenues	$	2,015.9		$	1,976.2		$	39.7
Fuel and purchased power	463.2			415.4			47.8
SPP network transmission costs	194.4			185.0			9.4
Other operating expenses	620.2			542.0			78.2
Depreciation and amortization	281.6			277.3			4.3
Income from operations	456.5			556.5			(100.0		)
Other income (expense), net	(31.6		)	(20.4		)	(11.2		)
Interest expense	132.1			128.2			3.9
Income tax expense (benefit)	(22.0		)	112.6			(134.6		)
Equity in earnings of equity method investees, net of income taxes	3.7			4.9			(1.2		)
Net income	318.5			300.2			18.3
Less: Net income attributable to noncontrolling interests	7.6			10.2			(2.6		)
Net income attributable to Westar Energy, Inc.	$	310.9		$	290.0		$	20.9

Westar Energy Utility Gross Margin and MWh Sales

The following table summarizes Westar Energy's utility gross margin and MWhs sold.



	Revenues and Expenses										MWhs Sold
Year to Date September 30	2018				2017			Change			2018	2017	Change
Retail revenues	(millions)										(thousands)
Residential	$	671.9			$	626.8		$	45.1		5,349	4,828	521
Commercial	542.8				543.4			(0.6		)	5,797	5,588	209
Industrial	297.2				316.0			(18.8		)	4,275	4,319	(44	)
Other retail revenues	15.3				17.2			(1.9		)	45	56	(11	)
Total electric retail	1,527.2				1,503.4			23.8			15,466	14,791	675
Wholesale revenues	263.7				256.2			7.5			7,560	7,612	(52	)
Transmission revenues	216.3				213.0			3.3			N/A	N/A	N/A
Other revenues	8.7				3.6			5.1			N/A	N/A	N/A
Operating revenues	2,015.9				1,976.2			39.7			23,026	22,403	623
Fuel and purchased power	(463.2		)		(415.4		)	(47.8		)
SPP network transmission costs	(194.4		)		(185.0		)	(9.4		)
Utility gross margin ^(a)	$	1,358.3		��	$	1,375.8		$	(17.5	)


^(a)	Utility gross margin is a non-GAAP financial measure. See explanation of utility gross margin under Evergy's Results of Operations.

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Westar Energy's utility gross margin decreased $17.5 million year to date September 30, 2018, compared to the same period in 2017, driven by:

a $66.3 million refund obligation for the change in the corporate income tax rate caused by the passage of the ~~senior notes issued in March 2017.~~Tax Cuts and Jobs Act. See Note 1117 to the consolidated financial statements for ~~more information on the redemption of the senior notes.~~additional information; and

~~In August 2017,~~a $28.9 million obligation for one-time and annual bill credits as a result of conditions in the ~~Amended Merger Agreement, Great Plains Energy redeemed its Series B Preferred Stock.~~KCC merger order. See Note 122 to the consolidated financial statements for ~~more information on the redemption of the Series B Preferred Stock.~~additional information; partially offset by

~~In September 2017, Great Plains Energy repaid its $100.0~~a $77.7 million ~~of 6.875% unsecured Senior Notes at maturity.~~

~~KCP&L~~

~~In June 2017, KCP&L issued, at a discount, $300.0 million of 4.20% unsecured Senior Notes, maturing in 2047, with proceeds used~~increase primarily due to ~~repay $250.0 million of 5.85% Senior Notes that matured in June 2017~~higher retail sales driven by warmer spring and ~~$31.0 million of secured Series 1992 EIRR bonds that matured in July 2017.~~

~~Debt Agreements~~

~~See Note 10 to the consolidated financial statements for information regarding revolving credit facilities.~~

~~Pensions~~

~~The Company incurs significant costs in providing defined benefit plans for substantially all active~~summer weather and inactive employees of KCP&L and GMO and its 47% ownership share of WCNOC's defined benefit plans. Funding of the plans follows legal and regulatory requirements with funding equaling or exceeding the minimum requirements of ERISA.

~~Year~~colder winter weather. For year to date September 30, ~~2017, the Company contributed $28.0 million~~2018, compared to the ~~pension plans and expects to contribute an additional $51.6 million~~same period in 2017, cooling degree days increased 31% and heating degree days increased 27%.

Westar Energy Other Operating Expenses (including operating and maintenance expense and taxes other than income tax)

Westar Energy's other operating expenses increased $78.2 million year to ~~satisfy ERISA funding requirements and~~date September 30, 2018, compared to the ~~MPSC and KCC rate orders, the majority of which is expected to be paid by KCP&L.~~

Additionally, the Company provides post-retirement health and life insurance benefits for certain retired employees and expects to make benefit contributions of $4.1 million under the provisions of these planssame period in 2017, primarily driven by:

$47.8 million of merger-related costs incurred following the ~~majority~~close of the merger in June 2018, consisting of:


◦	$40.7 million of change in control payments, voluntary severance and the recording of unrecognized equity compensation costs and the incremental fair value associated with the vesting of outstanding Westar Energy equity compensation awards in accordance with the Amended Merger Agreement; and


◦	$20.4 million of merger consulting fees and fees for other outside services incurred, primarily consisting of merger success fees; partially offset by


◦	a $13.3 million decrease in operating and maintenance expense due to the net reallocation of incurred merger transition costs between Westar Energy, Evergy, KCP&L and GMO and the subsequent deferral of these transition costs to a regulatory asset in June 2018 for future recovery by Westar Energy in accordance with the KCC merger order;

$12.3 million of obsolete inventory write-offs for Westar Energy's Unit 7 at Tecumseh Energy Center, Units 3 and 4 at Murray Gill Energy Center and Units 1 and 2 at Gordon Evans Energy Center, which ~~is expected~~were retired in the fourth quarter of 2018; and

a $5.5 million increase due to ~~be paid by KCP&L.~~Westar Energy's 47% share of voluntary severance expenses incurred related to the Wolf Creek voluntary exit program.

~~Management believes~~Westar Energy Other Income (Expense), Net

Westar Energy's other expense, net increased $11.2 million year to date September 30, 2018, compared to the ~~Company has adequate access~~same period in 2017, primarily driven by:

a $3.9 million increase in pension non-service costs; and

a $3.9 million decrease in investment earnings primarily due to ~~capital resources through cash flows from operations or through existing lines~~a decrease in interest and dividend income.

Westar Energy Income Tax Expense

Westar Energy's income tax expense decreased $134.6 million year to dateSeptember 30, 2018, compared to the same period in 2017, primarily driven by:

a $53.2 million decrease related to the revaluation of ~~credit~~deferred income tax assets and liabilities based on the Evergy composite tax rate as a result of the merger;

a $47.5 million decrease due to ~~support these funding requirements.~~lower pre-tax income; and

a $38.1 million decrease as a result of the decrease in the federal statutory income tax rate in 2018.

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KANSAS CITY POWER & LIGHT COMPANY

MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS

The below results of operations and related discussion for KCP&L is presented in a reduced disclosure format in accordance with General Instruction (H)(2)(a) to Form 10-Q.

The following table summarizes KCP&L's ~~consolidated~~ comparative results of operations.


		Year to Date September 30						Year to Date September 30
		2017			2016			2018			2017			Change
	(millions)							(millions)
Operating revenues		$	1,474.3		$	1,474.1		$	1,408.9		$	1,474.3		$	(65.4	)
Fuel and purchased power		(314.4		)	(298.7		)	392.4			367.3			25.1
Transmission		(52.9		)	(44.8		)
Other operating expenses		(514.9		)	(518.8		)	442.4			490.9			(48.5		)
Costs to achieve the anticipated merger with Westar		(10.3		)	—
Depreciation and amortization		(199.9		)	(184.1		)	209.0			199.9			9.1
Operating income		381.9			427.7
Non-operating income and expenses		0.5			1.9
Interest charges		(105.5		)	(104.9		)
Income from operations								365.1			416.2			(51.1		)
Other income (expense), net								(19.1		)	(33.8		)	14.7
Interest expense								100.6			105.5			(4.9		)
Income tax expense		(99.0		)	(116.5		)	80.3			99.0			(18.7		)
Net income		$	177.9		$	208.2		$	165.1		$	177.9		$	(12.8	)
Reconciliation of gross margin to operating revenues:
Operating revenues		$	1,474.3		$	1,474.1
Fuel and purchased power		(314.4		)	(298.7		)
Transmission		(52.9		)	(44.8		)
Gross margin ^(a)		$	1,107.0		$	1,130.6

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Other Proceedings

The Evergy Companies are parties to various lawsuits and regulatory proceedings in the ordinary course of their respective businesses. For information regarding material lawsuits and proceedings, see Notes 2, ~~6, 13~~5 and 1412 to the consolidated financial statements. Such information is incorporated herein by reference.

ITEM 1A. RISK FACTORS

Actual results in future periods for ~~Great Plains Energy and KCP&L~~the Evergy Companies could differ materially from historical results and the forward-looking statements contained in this report. The ~~Companies'~~ business of the Evergy Companies is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond their control. Additional risks and uncertainties not presently known or that ~~the Companies'~~ management currently believes to be immaterial may also adversely affect the Evergy Companies. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in Part I, Item 1A, Risk Factors included in the ~~2016~~2017 Form 10-K for each of Great Plains Energy, KCP&L and Westar Energy, as well as Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed by Evergy, KCP~~&L.~~&L and Westar Energy. There have been no material changes with regards to those risk ~~factors except for the risk factors below.~~factors. This information, as well as the other information included in this report and in the other documents filed with the SEC, should be carefully considered before making an investment in the securities of ~~Great Plains Energy or KCP&L.~~the Evergy Companies. Risk factors of KCP&L and Westar Energy are also risk factors of ~~Great Plains Energy.~~

~~Risks Relating to~~ the ~~Anticipated Merger with Westar:~~

The value of the shares of Holdco common stock that Great Plains Energy's shareholders receive upon the consummation of the anticipated merger may be less than the value of the shares of Great Plains Energy common stock as of the date of the Amended Merger Agreement, the date of this report or the date of the shareholders' meeting.

The exchange ratio for Great Plains Energy in the Amended Merger Agreement is fixed and will not be adjusted in the event of any change in the stock price of Great Plains Energy prior to the anticipated merger. There may be a significant amount of time between the dates when the shareholders of each of Great Plains Energy and Westar vote on the Amended Merger Agreement at the shareholders’ meeting of each company and the date when the anticipated merger is completed. The absolute and relative price of shares of Great Plains Energy common stock may vary significantly between the date of this report, the date of the meetings and the date of the completion of the anticipated merger. These variations may be caused by, among other things, changes in the businesses, operations, results or prospects of Great Plains Energy and Westar, market expectations of the likelihood that the anticipated merger will be completed and the timing of completion, the prospects of post-merger operations, general market and economic conditions and other factors. In addition, it is impossible to predict accurately the market price of the Holdco common stock to be received by Great Plains Energy and Westar shareholders after the completion of the anticipated merger. Accordingly, the price of Great Plains Energy common stock on the date of this report and on the date of the meetings may not be indicative of the price immediately prior to completion of the anticipated merger and the price of Holdco common stock after the anticipated merger is completed.

The ability of Great Plains Energy and Westar to complete the anticipated merger is subject to various closing conditions, including the receipt of approval of Great Plains Energy and Westar shareholders of certain proposals related to the anticipated merger and the receipt of consents and approvals from governmental authorities, which may impose conditions that could adversely affect Great Plains Energy or cause the anticipated merger to be abandoned.

To complete the anticipated merger, Great Plains Energy and Westar shareholders must vote to adopt the Amended Merger Agreement. In addition, (1) each of Great Plains Energy and Westar must also make certain filings with and obtain certain consents and approvals from various governmental and regulatory authorities, (2) the listing on the New York Stock Exchange of the shares of Holdco common stock to be issued to Great Plains Energy and Westar shareholders in the anticipated merger must be approved, (3) there cannot be any material adverse effect with respect to Great Plains Energy, Westar and their respective subsidiaries, (4) there cannot be any laws or judgments,

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whether preliminary, temporary or permanent, which may prevent, make illegal or prohibit the completion of the anticipated merger, (5) subject to certain materiality exceptions, the representations and warranties made by Great Plains Energy and Westar, respectively, must be accurate and the parties must comply with their respective obligations under the Amended Merger Agreement, (6) Great Plains Energy and Westar must receive certain tax opinions, (7) there cannot be any shares of Great Plains Energy preference stock outstanding and (8) Great Plains Energy must have not less than $1.25 billion in cash or cash equivalents on its balance sheet. If the foregoing conditions are not satisfied or waived, one or both of Great Plains Energy and Westar would not be required to complete the merger.

Great Plains Energy and Westar have not yet obtained the regulatory consents and approvals required to complete the anticipated merger. Governmental or regulatory agencies could seek to block or challenge the anticipated merger or could impose restrictions they deem necessary or desirable in the public interest as a condition to approving the anticipated merger. Great Plains Energy and Westar will be unable to complete the anticipated merger until the waiting period under the HSR Act has expired or been terminated and consents and approvals have been received from FERC, the NRC, the MPSC, KCC and FCC (collectively referred to as the “required governmental approvals”). Regulatory authorities may impose certain requirements or obligations as conditions for their approval. The Amended Merger Agreement may require Great Plains Energy and/or Westar to accept conditions from these regulators that could adversely impact the combined company. If the required governmental approvals are not received, or they are not received on terms that satisfy the conditions set forth in the Amended Merger Agreement, then neither Great Plains Energy nor Westar will be obligated to complete the anticipated merger.

Great Plains Energy and Westar believe that the anticipated merger will receive the necessary antitrust clearance. However, there can be no assurance that a challenge to the anticipated merger on antitrust grounds will not be made or, if such a challenge is made, of the result of such challenge.

Additionally, even after the statutory waiting period under the antitrust laws and even after completion of the anticipated merger, governmental authorities could seek to block or challenge the anticipated merger as they deem necessary or desirable in the public interest. In addition, in some jurisdictions, a private party could initiate an action under the antitrust laws challenging or seeking to enjoin the anticipated merger, before or after it is completed. Great Plains Energy or Westar may not prevail and may incur significant costs in defending or settling any action under the antitrust laws.

The shareholders’ meetings at which the Great Plains Energy shareholders and the Westar shareholders will vote on the transactions contemplated by the Amended Merger Agreement may take place before all such approvals have been obtained and, in cases where they have not been obtained, before the terms of any conditions to obtain such approvals that may be imposed are known. As a result, if shareholder approval of the transactions contemplated by the Amended Merger Agreement is obtained at such meetings, Great Plains Energy and Westar may make decisions after the meetings to waive a condition or approve certain actions required to obtain necessary approvals without seeking further shareholder approval. Such actions could have an adverse effect on the combined company.

~~In addition, the Amended Merger Agreement contains other customary closing conditions, which may not be satisfied or waived.~~

~~If Great Plains Energy and Westar are unable to complete the anticipated merger, Great Plains Energy would be subject to a number of risks, including the following:~~

~~Great Plains Energy would not realize the anticipated benefits of the anticipated merger, including, among other things, increased operating efficiencies and future cost savings;~~

the attention of management of Great Plains Energy may have been diverted to the anticipated merger rather than to its own operations and the pursuit of other opportunities that could have been beneficial;

~~the potential loss of key personnel during the pendency of the anticipated merger as employees may experience uncertainty about their future roles with the combined company;~~

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Great Plains Energy will have been subject to certain restrictions on the conduct of their businesses, which may prevent Great Plains Energy from making certain acquisitions or dispositions or pursuing certain business opportunities while the anticipated merger is pending; and

~~the trading price of Great Plains Energy common stock may decline to the extent that the current market price reflects a market assumption that the anticipated merger will be completed.~~

Great Plains Energy can provide no assurance that the various closing conditions will be satisfied and that the required governmental approvals and other approvals will be obtained, or that any required conditions will not materially adversely affect the combined company following the anticipated merger. In addition, we can provide no assurance that these conditions will not result in the abandonment or delay of the anticipated merger. The occurrence of any of these events individually or in combination could have a material adverse effect on the companies’ results of operations and the trading price of Great Plains Energy common stock.

The Amended Merger Agreement contains provisions that limit Great Plains Energy’s ability to pursue alternatives to the anticipated merger, could discourage a potential acquirer of Great Plains Energy from making a favorable alternative transaction proposal and, in certain circumstances, could require Great Plains Energy to pay a termination fee to the other party.

Under the Amended Merger Agreement, Great Plains Energy and Westar each are restricted from entering into alternative transactions. Unless and until the Amended Merger Agreement is terminated, subject to specified exceptions, each party is restricted from soliciting, initiating or knowingly encouraging, inducing or facilitating, or participating in any discussions or negotiations with any person regarding, or cooperating in any way with any person with respect to, any alternative proposal or any inquiry or proposal that would reasonably be expected to lead to an alternative proposal. While either company’s board of directors is permitted to change its recommendation to shareholders prior to the applicable shareholders’ meeting under certain circumstances, namely if such company is in receipt of a superior proposal or an intervening event has occurred, before either company’s board of directors changes its recommendation to shareholders in such circumstances, such company must, if requested by the other company, negotiate with the other company regarding potential amendments to the Amended Merger Agreement. Great Plains Energy and Westar each may terminate the Amended Merger Agreement and enter into an agreement with respect to a superior proposal only if specified conditions have been satisfied, including compliance with the provisions of the Amended Merger Agreement restricting solicitation of alternative proposals and requiring payment of a termination fee in certain circumstances. These provisions could discourage a third party that may have an interest in acquiring all or a significant part of Great Plains Energy from considering or proposing that acquisition, even if such third party were prepared to pay consideration with a higher market value than the market value proposed to be received or realized in the anticipated merger, or might result in a potential acquirer proposing to pay a lower price than it would otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. As a result of these restrictions, Great Plains Energy may not be able to enter into an agreement with respect to a more favorable alternative transaction without incurring potentially significant liability to Westar.

The Amended Merger Agreement provides that in connection with the termination of the Amended Merger Agreement under specified circumstances relating to a failure to obtain regulatory approvals, a final and nonappealable order enjoining the consummation of the anticipated merger in connection with regulatory approvals or failure by Great Plains Energy to comply with its obligations under the Amended Merger Agreement to consummate the closing of the anticipated merger once all of the conditions have been satisfied, Great Plains Energy may be required to pay Westar a termination fee of $190 million. In addition, in the event that the Amended Merger Agreement is terminated by Westar under certain circumstances to enter into a definitive acquisition agreement with respect to a superior proposal or by Great Plains Energy as a result of the Westar Board changing its recommendation of the anticipated merger prior to the Westar shareholder approval having been obtained, Westar may be required to pay Great Plains Energy a termination fee of $190 million. Similarly, in the event that the Amended Merger Agreement is terminated by Great Plains Energy under certain circumstances to enter into a definitive acquisition agreement with respect to a superior proposal or by Westar as a result of Great Plains Energy’s board of directors changing its recommendation of the anticipated merger prior to the Great Plains Energy shareholder approval having been obtained, Great Plains Energy may be required to pay Westar a termination fee of

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$190 million. Additionally, if the Amended Merger Agreement is terminated by either Great Plains Energy or Westar as a result of the Great Plains Energy shareholders not approving the Amended Merger Agreement, Great Plains Energy may be required to pay Westar a termination fee of $80 million.

Great Plains Energy will be subject to various uncertainties while the anticipated merger is pending that may cause disruption and may make it more difficult to maintain relationships with employees, suppliers, or customers.

Uncertainty about the effect of the anticipated merger on employees, suppliers and customers may have an adverse effect on Great Plains Energy. These uncertainties may impair the ability of Great Plains Energy to attract, retain and motivate key personnel until the anticipated merger is completed and for a period of time thereafter, and could cause customers, suppliers and others that deal with Great Plains Energy to seek to change or terminate existing business relationships with Great Plains Energy or not enter into new relationships or transactions.

Employee retention and recruitment may be particularly challenging prior to the completion of the anticipated merger, as employees and prospective employees may experience uncertainty about their future roles with the combined company. If, despite Great Plains Energy’s retention and recruiting efforts, key employees depart or fail to continue employment because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company, Great Plains Energy’s financial results could be adversely affected. Furthermore, the combined company’s operational and financial performance following the anticipated merger could be adversely affected if it is unable to retain key employees and skilled workers of Great Plains Energy. The loss of the services of key employees and skilled workers and their experience and knowledge regarding Great Plains Energy’s businesses could adversely affect the combined company’s future operating results and the successful ongoing operation of its businesses.

~~Great Plains Energy is subject to contractual restrictions in the Amended Merger Agreement that may hinder its operations pending the anticipated merger.~~

The Amended Merger Agreement restricts Great Plains Energy, without Westar’s consent, from making certain acquisitions and taking other specified actions until the anticipated merger occurs or the Amended Merger Agreement terminates. These restrictions may prevent Great Plains Energy from pursuing otherwise attractive business opportunities and making other changes to its business prior to completion of the anticipated merger or termination of the Amended Merger Agreement.

Failure to complete the anticipated merger, or significant delays in completing the anticipated merger, could negatively affect the trading price of Great Plains Energy common stock and the future business and financial results of Great Plains Energy.

Completion of the anticipated merger is not assured and is subject to risks, including the risks that approval of the anticipated merger by the respective shareholders of Great Plains Energy and Westar or by governmental agencies is not obtained or that other closing conditions are not satisfied. If the anticipated merger is not completed, or if there are significant delays in completing the anticipated merger, it could negatively affect the trading price of Great Plains Energy common stock and its future business and financial results, and Great Plains Energy will be subject to several risks, including the following:

~~Great Plains Energy may be liable for damages to Westar under the terms and conditions of the Amended Merger Agreement;~~

negative reactions from the financial markets, including declines in the price of Great Plains Energy common stock due to the fact that current prices may reflect a market assumption that the anticipated merger will be completed; and

~~having to pay certain significant costs relating to the anticipated merger, including, in certain circumstances, a termination fee.~~

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Failure to successfully combine the businesses of Great Plains Energy and Westar in the expected time frame may adversely affect the future results of the combined company, and, consequently, the value of the Holdco common stock that Great Plains Energy and Westar shareholders receive as the merger consideration.

The success of the anticipated merger will depend, in part, on the ability of the combined company to realize the anticipated benefits and efficiencies from combining the businesses of Great Plains Energy and Westar. To realize these anticipated benefits, the businesses must be successfully combined. If the combined company is not able to achieve these objectives, or is not able to achieve these objectives on a timely basis, the anticipated benefits of the transactions may not be realized fully or at all. In addition, the actual integration may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the anticipated merger. These integration difficulties could result in a decline in the market value of Holdco common stock and, consequently, result in a decline in the market value of the Holdco common stock that Great Plains Energy and Westar shareholders receive as part of the merger consideration and continue to hold following consummation of the anticipated merger.

~~Great Plains Energy will incur significant transaction and other merger-related costs in connection with the anticipated merger.~~

Great Plains Energy has incurred and expects to incur additional costs associated with combining the operations of the two companies, as well as transaction fees and other costs related to the anticipated merger. Additional unanticipated costs may also be incurred in the integration of the businesses of Great Plains Energy and Westar. Any net benefit from the anticipated elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may not be achieved in the near term or at all. Transaction costs could have a material adverse impact on the results of Great Plains Energy, and the failure to achieve the anticipated benefits and efficiencies from the merger, or the incurrence of additional expenses, could have a material adverse impact on the results of operations of the combined company and its ability to pay dividends after closing. In turn, the current market value of Great Plains Energy common stock, or the future market value of Holdco common stock that Great Plains Energy shareholders receive as merger consideration, could be adversely impacted.

~~The market price of Holdco’s common stock after the anticipated merger may be affected by factors different from those affecting the shares of Great Plains Energy or Westar currently.~~

Upon completion of the anticipated merger, the businesses of the combined company will differ from those of Great Plains Energy and Westar prior to the anticipated merger in important respects and, accordingly, the results of operations of the combined company and the market price of Holdco’s shares of common stock following the anticipated merger may be affected by factors different from those currently affecting the independent results of operations of Great Plains Energy and Westar.

Each of Westar and Great Plains Energy and their respective subsidiaries has substantial amounts of indebtedness. Consequently, the combined company will have substantial indebtedness following the anticipated merger. As a result, it may be difficult for the combined company to pay or refinance its debts or take other actions, and the combined company may need to divert its cash flow from operations to debt service payments.

~~The combined company’s debt service obligations with respect to this indebtedness could have an adverse impact on its earnings and cash flows for as long as the indebtedness is outstanding.~~

~~The combined company’s indebtedness could also have important consequences to holders of Holdco common stock. For example, it could:~~

make it more difficult for the combined company to pay or refinance its debts as they become due during adverse economic and industry conditions because any decrease in revenues could cause the combined company to not have sufficient cash flows from operations to make its scheduled debt payments;

require a substantial portion of the combined company’s cash flows from operations to be used for debt service payments, thereby reducing the availability of its cash flow to fund working capital, capital expenditures, acquisitions, dividend payments and other general corporate purposes;

~~result in a downgrade in the rating of the combined company’s indebtedness, which could limit its ability to borrow additional funds or increase the interest rates applicable to its indebtedness; or~~

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~~require that additional terms, conditions or covenants be placed on Holdco.~~

Based upon current levels of operations, Holdco expects to be able to generate sufficient cash on a consolidated basis to make all of the principal and interest payments when such payments are due under the combined company’s existing credit facilities, indentures and other instruments governing its outstanding indebtedness, but there can be no assurance that the combined company will be able to repay or refinance such borrowings and obligations.

~~The anticipated benefits of combining the companies may not be realized.~~

Great Plains Energy entered into the Amended Merger Agreement with the expectation that the anticipated merger would result in various benefits, including, among other things, increased operating efficiencies and future cost savings that cannot be quantified with certainty at this time. Although Great Plains Energy expects to achieve the anticipated benefits of the anticipated merger, achieving them is subject to a number of uncertainties, including:

whether United States federal and state public utility, antitrust and other regulatory authorities whose approval is required to complete the anticipated merger impose conditions on the merger, which may have an adverse effect on the combined company, including its ability to achieve the anticipated benefits of the merger;

~~the ability of the two companies to combine certain of their operations or take advantage of expected growth opportunities;~~

~~general market and economic conditions;~~

~~general competitive factors in the marketplace; and~~

~~higher than expected costs required to achieve the anticipated benefits of the merger.~~

No assurance can be given that these benefits will be achieved or, if achieved, the timing of their achievement. Failure to achieve these anticipated benefits could result in increased costs and decreases in the amount of expected revenues or net income of the combined company.

The anticipated merger may not be accretive to Great Plains Energy's earnings and may cause dilution to Great Plains Energy's earnings per share, which may negatively affect the market price of Holdco common stock that Great Plains Energy's shareholders receive upon the consummation of the anticipated merger.

Great Plains Energy currently anticipates that the anticipated merger will be accretive to Great Plains Energy's forecasted earnings per share on a standalone basis. This expectation is based on preliminary estimates, including with respect to the anticipated timing and amount of common stock repurchases following the closing of the merger, any of which may materially change. Great Plains Energy may encounter additional transaction and integration-related costs than it currently anticipates, may fail to realize all of the benefits anticipated in the merger or may be subject to other factors that affect preliminary estimates or its ability to realize operational efficiencies. Any of these factors could cause a decrease in the combined company's earnings per share or decrease or delay the expected accretive effect of the anticipated merger and contribute to a decrease in the price of Holdco common stock.

The anticipated merger will combine two companies that are currently affected by developments in the electric utility industry, including changes in regulation and increased competition. A failure to adapt to the changing regulatory environment after the anticipated merger could adversely affect the stability of the combined company’s earnings and could result in the erosion of its market positions, revenues and profits.

Because Great Plains Energy, Westar and their respective subsidiaries are regulated in the U.S. at the federal level and in several states, the two companies have been and will continue to be affected by legislative and regulatory developments. After the anticipated merger, the combined company and/or its subsidiaries will be subject in the U.S. to extensive federal regulation as well as to state regulation in Missouri and Kansas. Each of these jurisdictions has implemented, is in the process of implementing or possibly will implement changes to the regulatory and legislative framework applicable to the electric utility industry. These changes could have a material adverse effect on the combined company.

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The costs and burdens associated with complying with these regulatory jurisdictions may have a material adverse effect on the combined company. Moreover, potential legislative changes, regulatory changes or otherwise may create greater risks to the stability of utility earnings generally. If the combined company is not responsive to these changes, it could suffer erosion in market position, revenues and profits as competitors gain access to the service territories of its utility subsidiaries.

~~The price of Holdco common stock that Great Plains Energy's shareholders receive upon the consummation of the anticipated merger may experience volatility.~~

Following the consummation of the anticipated merger, the price of Holdco common stock may be volatile. Some of the factors that could affect the price of Holdco common stock are quarterly increases or decreases in revenue or earnings, changes in revenue or earnings estimates by the investment community, the ability of Holdco to implement its integration strategy and to realize the expected synergies and other benefits from the anticipated merger and speculation in the press or investment community about Holdco's financial condition or results of operations. General market conditions and U.S. economic factors and political events unrelated to the performance of Holdco may also affect its stock price. For these reasons, shareholders should not rely on recent trends in the price of Great Plains Energy common stock to predict the future price of Holdco’s common stock or its financial results.

Any litigation filed against Westar or Great Plains Energy in connection with the merger could result in an injunction preventing the consummation of the merger or may adversely affect the combined company’s business, financial condition or results of operations following the merger.

After the announcement of the Original Merger Agreement, two putative class action lawsuits were filed in the District Court of Shawnee County, Kansas, which lawsuits have since been consolidated. An amended complaint was recently filed in the consolidated lawsuit against Westar, the Westar Board, Great Plains Energy, Holdco and Merger Sub, challenging the proposed merger and alleging breaches of fiduciary duties against the Westar Board, and that Westar, Great Plains Energy, Holdco and Merger Sub aided and abetted such breaches of fiduciary duties. Two putative class action lawsuits were recently filed in the United States District Court for the District of Kansas against Westar, the Westar Board, Great Plains Energy, Holdco and Merger Sub, challenging the proposed merger and alleging, among other things, violations of section 14(a) of the Exchange Act and section 20(a) of the Exchange Act against certain defendants. In addition, a putative class action lawsuit was similarly filed in the United States District Court for the Western District of Missouri, Western Division, against Great Plains Energy and the Great Plains Energy Board, challenging the proposed merger and alleging violations of section 14(a) of the Exchange Act and section 20(a) of the Exchange Act against certain defendants. Lastly, a putative derivative complaint was recently filed in the Shawnee County, Kansas against the Westar Board, Great Plains Energy, Holdco and Merger Sub, with Westar named as a nominal defendant. The complaint challenges the proposed merger and alleges that the Westar Board determined to forego a $380 million break-up fee allegedly payable to Westar associated with the Original Merger Agreement, breached their fiduciary duties to Westar Energy shareholders in connection with the merger, and that Great Plains Energy, Holdco and Merger Sub aided and abetted such breaches of fiduciary duties. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger closes may adversely affect the combined company’s business, financial condition or results of operation. See Note 2 to the consolidated financial statements for more information.

~~Operational Risks:~~

~~KCP&L is exposed to risks associated with the ownership and operation of a nuclear generating unit, which could result in an adverse effect on the Companies' business and financial results.~~

On March 29, 2017, Westinghouse Electric Company, LLC (Westinghouse) filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code. Wolf Creek contracts with Westinghouse for nuclear fuel fabrications and reactor services. Westinghouse has stated that it intends to continue normal business operations. However, if Westinghouse did not perform under its contracts with Wolf Creek it could result in an extended outage at Wolf Creek. An extended outage of Wolf Creek could have a material adverse effect on Great Plains Energy's and KCP&L's results of operations, financial position and cash flows in the event KCP&L incurs higher replacement power and other costs that are not recovered through rates. Evergy Companies.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~None.~~Purchases of Equity Securities

The following table provides information regarding purchases by Evergy of its equity securities that are registered pursuant to Section 12 of the Exchange Act during the three months ended September 30, 2018.



Issuer Purchases of Equity Securities
Month	Total Number of Shares (or Units) Purchased^(a)	Average Price Paid per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs^(a)
July 1 - 31	—	$	—	—	N/A
August 1 - 31	6,496,849	^(b)		6,496,849	53,503,151
September 1 - 30	398,224	57.25		398,224	53,104,927
Total	6,895,073	^(b)		6,895,073	53,104,927

^(a)In July 2018, the Evergy Board authorized the repurchase of up to 60 million shares of Evergy's common stock with no expiration date. Evergy expects to repurchase the 60 million shares by mid-2020. See Note 15 to the consolidated financial statements for additional information on Evergy's common stock repurchase plan.

^(b)In August 2018, Evergy entered into two ASR agreements to purchase $450.0 million of Evergy common stock and through which 6.3 million shares were delivered in August 2018, representing a partial settlement of the contracts. In October 2018, one of the ASR agreements was settled early at the option of the financial institution, which resulted in the delivery of 848,226 additional shares of Evergy common stock at no additional cost. The average price paid per share for shares delivered under this ASR was $56.51. The final number of shares of Evergy common stock that will ultimately be delivered to Evergy under the remaining ASR, and therefore the average price paid per share, will be determined at the final settlement of the ASR in November 2018. In addition, Evergy repurchased 229,441 shares of common stock in the open market at an average price of $57.35.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~None.~~Evergy’s 2019 annual meeting of shareholders will be held May 7, 2019. Information regarding the time and location of the meeting, and other information relating to the meeting, will be included in a notice of annual meeting and proxy statement that will be sent to shareholders. Shareholder proposals to be included in the proxy statement related to the annual meeting must be received by Evergy's Corporate Secretary at 1200 Main Street, Kansas City, Missouri 64105, Attention: Heather A. Humphrey, no later than 5:00 p.m. CT on December 2, 2018. Notice of intent to introduce a proposal at the annual meeting not included in the proxy statement, or to nominate a director for election at the annual meeting, must also be received by Evergy's Corporate Secretary at 1200 Main Street, Kansas City, Missouri 64105, Attention: Heather A. Humphrey, not earlier than 8:00 a.m. CT on February 6, 2019, and not later than 5:00 p.m. CT on March 8, 2019. Proposals and notices must comply with federal law and the requirements in Evergy's amended and restated articles of incorporation and amended and restated by-laws.

Investors should note that the Evergy Companies announce material financial information in SEC filings, press releases and public conference calls. In accordance with SEC guidance, Evergy, Westar Energy and KCP&L may also use the Investor Relations section of Evergy's website (www.evergyinc.com) to communicate with investors about the Evergy Companies. It is possible that the financial and other information posted there could be deemed

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material information. The Investors Relations section of the website also contains historical financial and other information relating to Great Plains Energy, Westar Energy and KCP&L. The information on the website is not part of this document.

ITEM 6. EXHIBITS



Exhibit Number		Description of Document	Registrant



10.1	*	~~Amendment~~Credit Agreement, dated as of September ~~8, 2017, to the Receivables Sales Agreement dated as of July 1, 2005,~~18, 2018, among ~~Kansas City Power & Light Receivables Company, as the Seller,~~Evergy, Inc., Kansas City Power & Light Company, KCP&L Greater Missouri Operations Company, Westar Energy, Inc., the several lenders from time to time parties thereto, Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender and the ~~Initial Collection Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch,~~other issuing lenders and agents party thereto (filed as ~~the Agent and Victory Receivables Corporation, as the Purchaser. (Exhibit~~Exhibit 10.1 to Evergy, Inc.’s Current Report on Form 8-K filed on September ~~11, 2017)~~18, 2018 (File No. 001-32206)).	Evergy Westar Energy KCP&L

10.2	+	Form of Indemnification Agreement.	Evergy Westar Energy KCP&L

10.3	+	Annual Incentive Plan.	Evergy Westar Energy KCP&L

31.1		Rule 13a-14(a)/15d-14(a) Certification of Terry Bassham.	Evergy

31.2		Rule 13a-14(a)/15d-14(a) Certification of Anthony D. Somma.	Evergy

31.3		Rule 13a-14(a)/15d-14(a) Certification of Terry Bassham.	KCP&L

~~10.2~~	*	Fourth Amendment dated as of September 8, 2017, to the Receivables Sales Agreement dated as of May 31, 2012, among GMO Receivables Company, as the Seller, KCP&L Greater Missouri Operations Company, as the Initial Collection Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the Agent and Victory Receivables Corporation, as the Purchaser. (Exhibit 10.2 to Form 8-K filed on September 11, 2017).	~~Great Plains Energy~~

~~31.1~~ 31.4		Rule 13a-14(a)/15d-14(a) Certification of ~~Terry Bassham.~~Anthony D. Somma.	~~Great Plains Energy~~

~~31.2~~		~~Rule 13a-14(a)/15d-14(a) Certification of Kevin E. Bryant.~~	~~Great Plains Energy~~

~~31.3~~		~~Rule 13a-14(a)/15d-14(a) Certification of Terry Bassham.~~	KCP&L

~~31.4~~ 31.5		Rule 13a-14(a)/15d-14(a) Certification of ~~Kevin E. Bryant.~~Terry Bassham.	Westar Energy

31.6		Rule 13a-14(a)/15d-14(a) Certification of Anthony D. Somma.	Westar Energy

32.1	**	Section 1350 Certifications.	Evergy

32.2	**	Section 1350 Certifications.	KCP&L

~~32.1~~ 32.3	**	Section 1350 Certifications.	~~Great Plains~~Westar Energy

~~32.2~~	**	~~Section 1350 Certifications.~~ 101.INS	XBRL Instance Document.	Evergy Westar Energy KCP&L

~~101.INS~~ 101.SCH		XBRL ~~Instance~~Taxonomy Extension Schema Document.	~~Great Plains~~Evergy Westar Energy KCP&L

~~101.SCH~~ 101.CAL		XBRL Taxonomy Extension ~~Schema~~Calculation Linkbase Document.	~~Great Plains~~Evergy Westar Energy KCP&L

~~101.CAL~~ 101.DEF		XBRL Taxonomy Extension ~~Calculation~~Definition Linkbase Document.	~~Great Plains~~Evergy Westar Energy KCP&L

~~101.DEF~~ 101.LAB		XBRL Taxonomy Extension ~~Definition~~Labels Linkbase Document.	~~Great Plains~~Evergy Westar Energy KCP&L

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~~101.LAB~~Exhibit Number	~~XBRL Taxonomy Extension Labels Linkbase Document.~~ Description of Document	~~Great Plains Energy KCP&L~~ Registrant

~~101.PRE~~

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.	~~Great Plains~~Evergy Westar Energy KCP&L

* Filed with the SEC as exhibits to prior SEC filings and are incorporated herein by reference and made a part hereof. The SEC filings and the exhibit number of the documents so filed, and incorporated herein by reference, are stated in parenthesis in the description of such exhibit.

** Furnished and shall not be deemed filed for the purpose of Section 18 of the ~~Securities~~ Exchange ~~Act of 1934, as amended (the Exchange Act).~~Act. Such document shall not be incorporated by reference into any registration statement or other document pursuant to the Exchange Act or the Securities Act of 1933, as amended, unless otherwise indicated in such registration statement or other document.

+ Indicates management contract or compensatory plan or arrangement.

Copies of any of the exhibits filed with the SEC in connection with this document may be obtained from ~~Great Plains~~Evergy, Westar Energy or KCP&L, as applicable, upon written request.

~~Table of Contents~~

The registrants agree to furnish to the SEC upon request any instrument with respect to long-term debt as to which the total amount of securities authorized does not exceed 10% of total assets of such registrant and its subsidiaries on a consolidated basis.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~Great Plains~~Evergy, Inc., Westar Energy, ~~Incorporated~~Inc. and Kansas City Power & Light Company have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.



		~~GREAT PLAINS ENERGY INCORPORATED~~EVERGY, INC.

Dated:	November ~~1, 2017~~7, 2018	By: /s/ ~~Terry Bassham~~Anthony D. Somma
		(~~Terry Bassham)~~Anthony D. Somma)
		(Executive Vice President and Chief ~~Executive~~Financial Officer)



		WESTAR ENERGY, INC.

Dated:	November ~~1, 2017~~7, 2018	By: /s/ ~~Steven P. Busser~~Anthony D. Somma
		(~~Steven P. Busser)~~Anthony D. Somma)
		(~~Principal Accounting~~Executive Vice President and Chief Financial Officer)



		KANSAS CITY POWER & LIGHT COMPANY

Dated:	November ~~1, 2017~~7, 2018	By: /s/ ~~Terry Bassham~~Anthony D. Somma
		(~~Terry Bassham)~~Anthony D. Somma)
		(Executive Vice President and Chief ~~Executive Officer)~~

~~Dated:~~	~~November 1, 2017~~	~~By:~~ ~~/s/ Steven P. Busser~~
		~~(Steven P. Busser)~~
		~~(Principal Accounting~~Financial Officer)



	Exact name of registrant as specified in its charter,
Commission	state of incorporation, address of principal	I.R.S. Employer
File Number	executive offices and telephone number	Identification Number

~~001-32206~~001-38515	~~GREAT PLAINS ENERGY INCORPORATED~~EVERGY, INC.	~~43-1916803~~82-2733395
	(Aa Missouri ~~Corporation)~~corporation)
	1200 Main Street
	Kansas City, Missouri 64105
	(816) 556-2200

001-03523	WESTAR ENERGY, INC.	48-0290150
	(a Kansas corporation)
	818 South Kansas Avenue
	Topeka, Kansas 66612
	(785) 575-6300

000-51873	KANSAS CITY POWER & LIGHT COMPANY	44-0308720
	(Aa Missouri ~~Corporation)~~corporation)
	1200 Main Street
	Kansas City, Missouri 64105
	(816) 556-2200



TABLE OF CONTENTS
			Page Number
Cautionary Statements Regarding Certain Forward-Looking Information			4
Glossary of Terms			5

Part I - Financial Information

Item 1.	Financial Statements
	~~Great Plains Energy Incorporated~~Evergy, Inc.
	Unaudited Consolidated Balance Sheets		7
	Unaudited Consolidated Statements of ~~Comprehensive~~ Income ~~(Loss)~~		9
	Unaudited Consolidated Statements of Cash Flows		10
	Unaudited Consolidated Statements of ~~Shareholders'~~Changes in Equity		11
	~~Kansas City Power & Light Company~~Westar Energy, Inc.
	Unaudited Consolidated Balance Sheets		12
	Unaudited Consolidated Statements of ~~Comprehensive~~ Income		14
	Unaudited Consolidated Statements of Cash Flows		15
	Unaudited Consolidated Statements of ~~Common Shareholder's~~Changes in Equity		16
	Kansas City Power & Light Company
	Unaudited Consolidated Balance Sheets		17
	Unaudited Consolidated Statements of Comprehensive Income		19
	Unaudited Consolidated Statements of Cash Flows		20
	Unaudited Consolidated Statements of Changes in Equity		21

	Combined Notes to Unaudited Consolidated Financial Statements for ~~Great Plains~~Evergy, Inc., Westar Energy, ~~Incorporated~~Inc. and Kansas City Power & Light Company		1722
	Note 1:	~~Summary~~Organization and Basis of ~~Significant Accounting Policies~~Presentation	1722
	Note 2:	~~Anticipated~~ Merger ~~with~~of Great Plains Energy and Westar Energy ~~Inc.~~	1930
	Note 3:	~~Supplemental Cash Flow Information~~Revenue	2235
	Note 4:	Receivables	2337
	Note 5:	~~Nuclear Plant~~Rate Matters and Regulation	2438
	Note 6:	~~Regulatory Matters~~Asset Retirement Obligations	2640
	Note 7:	~~Goodwill~~	26
	~~Note 8:~~	Pension Plans and Other Employee Benefits	2740
	Note 9:8:	Equity Compensation	2742
	Note ~~10:~~9:	Short-Term Borrowings and Short-Term Bank Lines of Credit	2946
	Note 10:	Long-Term Debt	46
	Note 11:	~~Long-Term Debt~~Fair Value Measurements	3147
	Note 12:	~~Preferred Stock~~Commitments and Contingencies	3252
	Note 13:	~~Commitments and Contingencies~~Guarantees	3356
	Note 14:	~~Legal Proceedings~~	36
	~~Note 15:~~	Related Party Transactions and Relationships	3656
	Note 15:	Shareholders' Equity	57
	Note 16:	~~Fair Value Measurements~~Variable Interest Entities	3759
	Note 17:	~~Accumulated Other Comprehensive Income (Loss)~~	41
	~~Note 18:~~	Taxes	44
	~~Note 19:~~	~~Segments and Related Information~~	45
	~~Note 20:~~	~~Plant to be Retired, Net~~	4660
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		4864
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		6285
Item 4.	Controls and Procedures		6286

Part II - Other Information

Item 1.	Legal Proceedings		6487
Item 1A.	Risk Factors		6487
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		7188
Item 3.	Defaults Upon Senior Securities		7188
Item 4.	Mine Safety Disclosures		7188
Item 5.	Other Information		7188
Item 6.	Exhibits		7289

Signatures			7491



Abbreviation or Acronym		Definition

AEP		American Electric Power Company, Inc.
AFUDC		Allowance for Funds Used During Construction
Amended Merger Agreement		Amended and Restated Agreement and Plan of Merger, dated as of July 9, 2017, by and among Great Plains Energy, Westar Energy, Monarch Energy Holding, Inc. and King Energy, Inc.
AMT		Alternative Minimum Tax
ARO		Asset Retirement Obligation
ASC		Accounting Standards Codification
ASU		Accounting Standards Update
CCRs		Coal combustion residuals
Clean Air Act		Clean Air Act Amendments of 1990
CO₂		Carbon dioxide
~~Company~~COLI		~~Great Plains Energy Incorporated and its consolidated subsidiaries~~Corporate-owned life insurance
~~Companies~~CWA		~~Great Plains Energy Incorporated and its consolidated subsidiaries and KCP&L and its consolidated subsidiaries~~Clean Water Act
DOE		Department of Energy
~~DOJ~~		~~Department of Justice~~
EIRR		Environmental Improvement Revenue Refunding
EPA		Environmental Protection Agency
EPS		Earnings ~~(loss)~~ per common share
ERISA		Employee Retirement Income Security Act of 1974, as amended
ERSP		Earnings Review and Sharing Plan
Evergy		Evergy, Inc. and its consolidated subsidiaries
Evergy Board		Evergy Board of Directors
Evergy Companies		Evergy, Westar Energy, and KCP&L, collectively, which are individual registrants within the Evergy consolidated group
Exchange Act		The Securities Exchange Act of 1934, as amended
FASB		Financial Accounting Standards Board
FERC		The Federal Energy Regulatory Commission
~~FCC~~FMBs		~~The Federal Communications Commission~~First mortgage bonds
GAAP		Generally Accepted Accounting Principles
GHG		Greenhouse gas
GMO		KCP&L Greater Missouri Operations Company, a ~~wholly owned~~wholly-owned subsidiary of ~~Great Plains Energy~~
~~GP Star~~		~~GP Star, Inc.~~Evergy
GPETHC		GPE Transmission Holding Company LLC, a ~~wholly owned~~wholly-owned subsidiary of ~~Great Plains Energy~~Evergy
Great Plains Energy		Great Plains Energy Incorporated ~~and its consolidated subsidiaries~~
~~Great Plains Energy Board~~		~~Great Plains Energy Board of Directors~~
~~HSR~~		~~Hart-Scott-Rodino~~
~~Holdco~~		~~Monarch Energy Holding, Inc., a Missouri corporation~~
KCC		~~The~~ State Corporation Commission of the State of Kansas
KCP&L		Kansas City Power & Light Company, a ~~wholly owned~~wholly-owned subsidiary of ~~Great Plains Energy,~~Evergy, and its consolidated subsidiaries
KCP&L Receivables Company		Kansas City Power & Light Receivables Company, a ~~wholly owned~~wholly-owned subsidiary of KCP&L
KDHE		Kansas Department of Health & Environment
KGE		Kansas Gas and Electric Company, a wholly-owned subsidiary of Westar Energy
King Energy		King Energy, Inc., a wholly-owned subsidiary of Evergy
kWh		Kilowatt hour
~~MEEIA~~		~~Missouri Energy Efficiency Investment Act~~
~~Merger Sub~~		~~King Energy, Inc., a Kansas corporation and wholly owned subsidiary of Holdco~~
~~MGP~~		~~Manufactured gas plant~~
~~MPS Merchant~~		~~MPS Merchant Services, Inc., a wholly owned subsidiary of GMO~~
~~MPSC~~		~~Public Service Commission of the State of Missouri~~
MW		~~Megawatt~~
~~MWh~~		~~Megawatt hour~~



Abbreviation or Acronym		Definition

MEEIA		Missouri Energy Efficiency Investment Act
MMBtu		Millions of British thermal units
Monarch Energy		Monarch Energy Holding, Inc.
MPSC		Public Service Commission of the State of Missouri
MW		Megawatt
MWh		Megawatt hour
NAAQs		National Ambient Air Quality Standards
NAV		Net Asset Value
NO₂		Nitrogen dioxide
NRC		Nuclear Regulatory Commission
~~OMERS~~PISA		~~OCM Credit Portfolio LP~~Plant-in service accounting
~~Original Merger Agreement~~PM		~~Agreement and Plan of Merger dated as of May 29, 2016,~~Particulate matter
Prairie Wind		Prairie Wind Transmission, LLC, 50% owned by ~~and among Great Plains~~Westar Energy ~~Westar and GP Star, Inc.~~
RSU		Restricted share unit
RTO		Regional transmission organization
SEC		Securities and Exchange Commission
~~Series A Preferred Stock~~ SO₂		~~7.25% Mandatory Convertible Preferred Stock, Series A~~Sulfur dioxide
~~Series B Preferred Stock~~SPP		~~7.00% Series B Mandatory Convertible Preferred Stock~~Southwest Power Pool, Inc.
TFR		Transmission formula rate
Transource		Transource Energy, LLC and its subsidiaries, 13.5% owned by GPETHC
VIE		Variable interest entity
WCNOC		Wolf Creek Nuclear Operating Corporation
Westar Energy		Westar Energy, Inc.
~~Westar Board~~		~~Westar Board~~, a wholly-owned subsidiary of ~~Directors~~Evergy, and its consolidated subsidiaries
Wolf Creek		Wolf Creek Generating Station
WOTUS		Waters of the United States



GREAT PLAINS ENERGY INCORPORATED
Consolidated Balance Sheets
(Unaudited)

	September 30			December 31
	2017			2016
ASSETS	(millions, except share amounts)
Current Assets
Cash and cash equivalents		$	1,097.9		$	1,293.1
Time deposit		—			1,000.0
Receivables, net		186.4			166.0
Accounts receivable pledged as collateral		195.0			172.4
Fuel inventories, at average cost		89.2			108.8
Materials and supplies, at average cost		171.9			162.2
Deferred refueling outage costs		10.2			22.3
Refundable income taxes		1.4			—
Interest rate derivative instruments		77.4			79.3
Prepaid expenses and other assets		31.5			55.4
Total		1,860.9			3,059.5
Utility Plant, at Original Cost
Electric		13,552.9			13,597.7
Less - accumulated depreciation		5,149.5			5,106.9
Net utility plant in service		8,403.4			8,490.8
Construction work in progress		415.0			403.9
Plant to be retired, net		146.3			—
Nuclear fuel, net of amortization of $196.2 and $172.1		64.9			62.0
Total		9,029.6			8,956.7
Investments and Other Assets
Nuclear decommissioning trust fund		247.5			222.9
Regulatory assets		1,005.5			1,048.0
Goodwill		169.0			169.0
Other		116.4			113.9
Total		1,538.4			1,553.8
Total		$	12,428.9		$	13,570.0



GREAT PLAINS ENERGY INCORPORATED
Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
	Three Months Ended September 30						Year to Date September 30
	2017			2016			2017			2016
Operating Revenues	(millions, except per share amounts)
Electric revenues	$	857.2		$	856.8		$	2,110.5		$	2,099.7
Operating Expenses
Fuel and purchased power	180.0			184.1			464.0			462.2
Transmission	29.1			23.8			80.4			64.5
Utility operating and maintenance expenses	187.9			193.3			555.0			553.1
Costs to achieve the anticipated merger with Westar Energy, Inc.	(2.4		)	14.4			24.4			19.4
Depreciation and amortization	92.7			86.4			277.7			256.9
General taxes	63.5			63.7			176.1			174.5
Other	0.5			9.2			3.1			15.0
Total	551.3			574.9			1,580.7			1,545.6
Operating income	305.9			281.9			529.8			554.1
Other Income (Expense)
Non-operating income	8.1			4.3			27.6			9.7
Non-operating expenses	(20.3		)	(3.0		)	(27.9		)	(10.7		)
Loss on Series B Preferred Stock dividend make-whole provisions (Note 12)	(67.7		)	—			(124.8		)	—
Loss on extinguishment of debt (Note 11)	(82.8		)	—			(82.8		)	—
Total	(162.7		)	1.3			(207.9		)	(1.0		)
Interest charges	(30.9		)	(67.6		)	(242.8		)	(251.7		)
Income before income tax expense and income from equity investments	112.3			215.6			79.1			301.4
Income tax expense	(102.3		)	(82.7		)	(87.2		)	(111.5		)
Income from equity investments, net of income taxes	0.5			0.7			2.0			2.1
Net income (loss)	10.5			133.6			(6.1		)	192.0
Preferred stock dividend requirements and redemption premium	7.1			0.9			37.3			1.7
Earnings (loss) available for common shareholders	$	3.4		$	132.7		$	(43.4	)	$	190.3

Average number of basic common shares outstanding	215.6			154.6			215.5			154.5
Average number of diluted common shares outstanding	215.7			154.9			215.5			154.9

Basic and diluted earnings (loss) per common share	$	0.02		$	0.86		$	(0.20	)	$	1.23

Cash dividends per common share	$	0.275		$	0.2625		$	0.825		$	0.7875
Comprehensive Income (Loss)
Net income (loss)	$	10.5		$	133.6		$	(6.1	)	$	192.0
Other comprehensive income
Derivative hedging activity
Reclassification to expenses, net of tax	1.3			1.3			4.1			4.1
Derivative hedging activity, net of tax	1.3			1.3			4.1			4.1
Defined benefit pension plans
Amortization of net losses included in net periodic benefit costs, net of tax	0.1			0.2			0.3			0.4
Change in unrecognized pension expense, net of tax	0.1			0.2			0.3			0.4
Total other comprehensive income	1.4			1.5			4.4			4.5
Comprehensive income (loss)	$	11.9		$	135.1		$	(1.7	)	$	196.5



EVERGY, INC.
Consolidated Statements of Income
(Unaudited)

	Three Months Ended September 30						Year to Date September 30
	2018			2017			2018			2017
	(millions, except per share amounts)
OPERATING REVENUES	$	1,582.5		$	794.3		$	3,076.1		$	1,976.2
OPERATING EXPENSES:
Fuel and purchased power	383.7			189.8			748.9			415.4
SPP network transmission costs	58.4			62.6			194.4			185.0
Operating and maintenance	330.4			140.6			754.2			415.6
Depreciation and amortization	193.9			94.6			411.6			277.3
Taxes other than income tax	83.0			41.8			183.5			126.4
Total Operating Expenses	1,049.4			529.4			2,292.6			1,419.7
INCOME FROM OPERATIONS	533.1			264.9			783.5			556.5
OTHER INCOME (EXPENSE):
Investment earnings	4.9			1.0			6.2			3.5
Other income	1.6			3.9			5.3			5.7
Other expense	(30.8		)	(11.5		)	(55.2		)	(29.6		)
Total Other Income (Expense), Net	(24.3		)	(6.6		)	(43.7		)	(20.4		)
Interest expense	89.1			43.4			191.3			128.2
INCOME BEFORE INCOME TAXES	419.7			214.9			548.5			407.9
Income tax expense	64.1			55.8			28.3			112.6
Equity in earnings of equity method investees, net of income taxes	2.0			1.6			4.7			4.9
NET INCOME	357.6			160.7			524.9			300.2
Less: Net income attributable to noncontrolling interests	2.6			2.4			7.6			10.2
NET INCOME ATTRIBUTABLE TO EVERGY, INC.	$	355.0		$	158.3		$	517.3		$	290.0
BASIC AND DILUTED EARNINGS PER AVERAGE COMMON SHARE OUTSTANDING ATTRIBUTABLE TO EVERGY (see Note 1)
Basic earnings per common share	$	1.32		$	1.11		$	2.61		$	2.03
Diluted earnings per common share	$	1.32		$	1.11		$	2.61		$	2.03
AVERAGE EQUIVALENT COMMON SHARES OUTSTANDING
Basic	268.6			142.5			197.9			142.5
Diluted	268.8			142.5			198.0			142.5



GREAT PLAINS ENERGY INCORPORATED
Consolidated Statements of Cash Flows
(Unaudited)

Year to Date September 30	2017			2016
Cash Flows from Operating Activities	(millions)
Net income (loss)	$	(6.1	)	$	192.0
Adjustments to reconcile income (loss) to net cash from operating activities:
Depreciation and amortization	277.7			256.9
Amortization of:
Nuclear fuel	24.1			22.4
Other	55.2			52.4
Deferred income taxes, net	89.7			109.9
Investment tax credit amortization	(1.1		)	(1.1		)
Income from equity investments, net of income taxes	(2.0		)	(2.1		)
Fair value impacts of interest rate swaps	1.9			78.8
Loss on Series B Preferred Stock dividend make-whole provisions (Note 12)	124.8			—
Loss on extinguishment of debt (Note 11)	82.8			—
Other operating activities (Note 3)	2.7			(24.4		)
Net cash from operating activities	649.7			684.8
Cash Flows from Investing Activities
Utility capital expenditures	(392.5		)	(435.3		)
Allowance for borrowed funds used during construction	(5.1		)	(4.7		)
Purchases of nuclear decommissioning trust investments	(23.8		)	(23.7		)
Proceeds from nuclear decommissioning trust investments	21.3			21.2
Proceeds from time deposit	1,000.0			—
Other investing activities	(30.7		)	(48.7		)
Net cash from investing activities	569.2			(491.2		)
Cash Flows from Financing Activities
Issuance of common stock	2.9			2.4
Issuance of long-term debt	4,591.1			—
Issuance fees	(38.3		)	(68.7		)
Repayment of long-term debt, including redemption premium	(4,725.1		)	(1.1		)
Net change in short-term borrowings	(86.9		)	27.1
Net change in collateralized short-term borrowings	22.6			15.0
Dividends paid	(212.7		)	(122.5		)
Redemption of preferred stock	(963.4		)	(40.1		)
Purchase of treasury stock	(4.1		)	(4.9		)
Other financing activities	(0.2		)	(0.1		)
Net cash from financing activities	(1,414.1		)	(192.9		)
Net Change in Cash and Cash Equivalents	(195.2		)	0.7
Cash and Cash Equivalents at Beginning of Year	1,293.1			11.3
Cash and Cash Equivalents at End of Period	$	1,097.9		$	12.0



GREAT PLAINS ENERGY INCORPORATED
Consolidated Statements of Shareholders' Equity
(Unaudited)

Year to Date September 30	2017					2016
	Shares		Amount			Shares		Amount
Common Stock	(millions, except share amounts)
Beginning balance	215,479,105		$	4,217.0		154,504,900		$	2,646.7
Issuance of common stock	319,743		11.6			420,207		12.5
Equity compensation expense, net of forfeitures			4.0					3.1
Unearned Compensation
Issuance of restricted common stock			(2.3		)			(2.8		)
Forfeiture of restricted common stock			0.6					—
Compensation expense recognized			1.7					2.0
Other			(1.5		)			0.2
Ending balance	215,798,848		4,231.1			154,925,107		2,661.7
Cumulative Preferred Stock
Beginning balance	—		—			390,000		39.0
Redemption of cumulative preferred stock	—		—			(390,000	)	(39.0		)
Ending balance	—		—			—		—
Preference Stock
Beginning balance	862,500		836.2			—		—
Redemption of Series B Preferred Stock	(862,500	)	(836.2		)	—		—
Ending balance	—		—			—		—
Retained Earnings
Beginning balance			1,119.2					1,024.4
Net income (loss)			(6.1		)			192.0
Redemption premium on preferred stock			(2.4		)			(0.6		)
Dividends:
Common stock ($0.825 and $0.7875 per share)			(177.8		)			(121.8		)
Preferred stock - at required rates			(34.9		)			(0.7		)
Performance shares			(0.4		)			(0.6		)
Ending balance			897.6					1,092.7
Treasury Stock
Beginning balance	(128,087	)	(3.8		)	(101,229	)	(2.6		)
Treasury shares acquired	(145,301	)	(4.2		)	(136,562	)	(4.1		)
Treasury shares reissued	136,436		4.0			109,695		2.9
Ending balance	(136,952	)	(4.0		)	(128,096	)	(3.8		)
Accumulated Other Comprehensive Income (Loss)
Beginning balance			(6.6		)			(12.0		)
Derivative hedging activity, net of tax			4.1					4.1
Change in unrecognized pension expense, net of tax			0.3					0.4
Ending balance			(2.2		)			(7.5		)
Total Great Plains Energy Shareholders' Equity			$	5,122.5				$	3,743.1



EVERGY, INC.
Consolidated Statements of Changes in Equity
(Unaudited)

	Evergy, Inc. Shareholders
	Common stock shares		Common stock			Retained earnings			Non-controlling interests			Total equity
	(millions, except share amounts)
Balance as of December 31, 2016	141,791,153		$	2,727.3		$	1,078.6		$	27.3		$	3,833.2
Net income	—		—			290.0			10.2			300.2
Issuance of stock	12,131		0.6			—			—			0.6
Issuance of stock for compensation and reinvested dividends	290,892		4.9			—			—			4.9
Tax withholding related to stock compensation	—		(7.0		)	—			—			(7.0		)
Dividends declared on common stock ($1.20 per share)	—		—			(172.1		)	—			(172.1		)
Stock compensation expense	—		6.7			—			—			6.7
Deconsolidation of noncontrolling interests	—		—			—			(81.9		)	(81.9		)
Distributions to shareholders of noncontrolling interests	—		—			—			(5.7		)	(5.7		)
Balance as of September 30, 2017	142,094,176		$	2,732.5		$	1,196.5		$	(50.1	)	$	3,878.9

Balance as of December 31, 2017	142,094,275		$	2,734.8		$	1,173.3		$	(47.7	)	$	3,860.4
Net income	—		—			517.3			7.6			524.9
Issuance of stock to Great Plains Energy shareholders	128,947,518		6,979.9			—			—			6,979.9
Issuance of restricted common stock	122,505		—			—			—			—
Issuance of stock for compensation and reinvested dividends	528,359		0.4			—			—			0.4
Tax withholding related to stock compensation	—		(17.2		)	—			—			(17.2		)
Dividends declared on common stock ($1.26 per share)	—		—			(237.5		)	—			(237.5		)
Dividend equivalents declared	—		—			(0.6		)	—			(0.6		)
Stock compensation expense	—		25.2			—			—			25.2
Repurchase of common stock	(6,895,073	)	(486.1		)	—			—			(486.1		)
Other	—		(0.6		)	—			—			(0.6		)
Balance as of September 30, 2018	264,797,584		$	9,236.4		$	1,452.5		$	(40.1	)	$	10,648.8



KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Common Shareholder's Equity
(Unaudited)

Year to Date September 30	2017				2016
	Shares	Amount			Shares	Amount
	(millions, except share amounts)
Common Stock	1	$	1,563.1		1	$	1,563.1
Retained Earnings
Beginning balance		982.6				879.6
Net income		177.9				208.2
Cumulative effect of adoption of ASU 2016-09 (Note 1)		(0.7		)		—
Dividends:
Common stock held by Great Plains Energy		(182.0		)		(77.0		)
Ending balance		977.8				1,010.8
Accumulated Other Comprehensive Income (Loss)
Beginning balance		(4.2		)		(9.6		)
Derivative hedging activity, net of tax		3.8				4.0
Ending balance		(0.4		)		(5.6		)
Total Common Shareholder's Equity		$	2,540.5			$	2,568.3



	Year to Date
	September 30, 2017
	As Filed			Updated
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:	(in millions)
Adjustments to reconcile income to net cash from operating activities:
Amortization of other	$	23.4		$	—
Amortization of deferred refueling outage	—			13.7
Deferred income taxes, net	33.4			—
Investment tax credit amortization	(0.8		)	—
Net deferred income taxes and credits	—			32.6
Payments for asset retirement obligations	—			(14.9		)
Other^(a)	(16.0		)	6.3
Changes in working capital items:
Fuel inventory and supplies	—			3.6
Fuel inventories^(a)	10.8			—
Materials and supplies^(a)	(7.2		)	—
Prepaid expenses and other current assets	—			8.9
Accrued interest^(a)	8.1			—
Other current liabilities	—			9.9
Changes in other assets	—			52.6
Changes in other liabilities	—			7.3
Deferred refueling outage costs^(a)	12.1			—
Pension and post-retirement benefit obligations^(a)	48.6			—
Fuel recovery mechanisms^(a)	7.6			—
Total reclassifications	$	120.0		$	120.0
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Additions to property, plant and equipment	$	—		$	(317.1	)
Utility capital expenditures	(295.1		)	—
Allowance for borrowed funds used during construction	(4.2		)	—
Other investing activities	(17.0		)	0.8
Total reclassifications	$	(316.3	)	$	(316.3	)



September 30, 2018	Evergy			Westar Energy			KCP&L
	(millions)
Electric plant in service	$	27,290.0		$	13,236.1		$	10,594.2
Electric plant acquisition adjustment	740.6			740.6			—
Accumulated depreciation	(10,168.2		)	(4,838.9		)	(4,172.3		)
Plant in service	17,862.4			9,137.8			6,421.9
Construction work in progress	723.5			443.6			183.4
Nuclear fuel, net	109.1			54.1			55.0
Plant to be retired, net^(b)	141.0			2.0			—
Property, plant and equipment, net	$	18,836.0		$	9,637.5		$	6,660.3

December 31, 2017	Evergy			Westar Energy			KCP&L^(a)
	(millions)
Electric plant in service	$	12,954.3		$	12,954.3		$	10,213.2
Electric plant acquisition adjustment	739.0			739.0			—
Accumulated depreciation	(4,651.7		)	(4,651.7		)	(4,070.3		)
Plant in service	9,041.6			9,041.6			6,142.9
Construction work in progress	434.9			434.9			350.3
Nuclear fuel, net	71.4			71.4			72.4
Plant to be retired, net^(b)	5.9			5.9			—
Property, plant and equipment, net	$	9,553.8		$	9,553.8		$	6,565.6



	Three Months Ended									Year to Date
	September 30, 2017									September 30, 2017
	As Previously Reported^(b)			Effect of Change			As Reported			As Previously Reported^(b)			Effect of Change			As Reported
Evergy	(millions)
Operating and maintenance expense	$	145.5		$	(4.9	)	$	140.6		$	430.6		$	(15.0	)	$	415.6
Total operating expenses	534.3			(4.9		)	529.4			1,434.7			(15.0		)	1,419.7
Income from operations	260.0			4.9			264.9			541.5			15.0			556.5
Other expense	(6.6		)	(4.9		)	(11.5		)	(14.6		)	(15.0		)	(29.6		)
Total other income (expense), net	(1.7		)	(4.9		)	(6.6		)	(5.4		)	(15.0		)	(20.4		)
Westar Energy
Operating and maintenance expense	$	145.5		$	(4.9	)	$	140.6		$	430.6		$	(15.0	)	$	415.6
Total operating expenses	534.3			(4.9		)	529.4			1,434.7			(15.0		)	1,419.7
Income from operations	260.0			4.9			264.9			541.5			15.0			556.5
Other expense	(6.6		)	(4.9		)	(11.5		)	(14.6		)	(15.0		)	(29.6		)
Total other income (expense), net	(1.7		)	(4.9		)	(6.6		)	(5.4		)	(15.0		)	(20.4		)
KCP&L^(a)
Operating and maintenance expense	$	124.2		$	(9.9	)	$	114.3		$	385.0		$	(34.3	)	$	350.7
Total operating expenses	385.8			(9.9		)	375.9			1,092.4			(34.3		)	1,058.1
Income from operations	209.9			9.9			219.8			381.9			34.3			416.2
Other expense	(2.0		)	(9.9		)	(11.9		)	(6.4		)	(34.3		)	(40.7		)
Total other income (expense), net	0.7			(9.9		)	(9.2		)	0.5			(34.3		)	(33.8		)



Description	Income Statement Line Item	Expected Payment Period	Evergy			Westar Energy			KCP&L
			(millions)
One-time bill credits	Operating revenues	2018 - 2019	$	(59.7	)	$	(23.1	)	$	(22.4	)
Annual bill credits	Operating revenues	2019 - 2022	(7.6		)	(5.8		)	(1.9		)
Total impact to operating revenues			$	(67.3	)	$	(28.9	)	$	(24.3	)

Charitable contributions and community support	Operating and maintenance	2018 - 2027	$	24.7		$	—		$	—
Voluntary severance and accelerated equity compensation	Operating and maintenance	2018 - 2019	40.7			40.7			—
Other transaction and transition costs	Operating and maintenance	2018	47.0			20.4			1.7
Reallocation and deferral of merger transition costs	Operating and maintenance	n/a	(47.8		)	(13.3		)	(23.9		)
Total impact to operating and maintenance expense			$	64.6		$	47.8		$	(22.2	)
Total			$	(131.9	)	$	(76.7	)	$	(2.1	)



	(millions, except share amounts)
Great Plains Energy common stock shares outstanding as of June 4, 2018	215,800,074
Great Plains Energy restricted stock awards outstanding as of June 4, 2018	(204,825		)
Great Plains Energy shares to be converted to Evergy shares	215,595,249
Exchange ratio	0.5981
Evergy common stock shares issued to Great Plains Energy shareholders	128,947,518
Closing price of Westar Energy common stock as of June 4, 2018	$	54.00
Fair value of Evergy shares issued to Great Plains Energy shareholders	$	6,963.2
Fair value of Great Plains Energy's equity compensation awards	12.5
Total purchase price	$	6,975.7



	(millions)
Current assets	$	2,151.7
Property, plant and equipment, net	9,179.7
Goodwill	2,333.5
Other long-term assets, excluding goodwill	1,235.9
Total assets	$	14,900.8
Current liabilities	1,673.9
Long-term liabilities, excluding long-term debt	2,892.6
Long-term debt, net	3,358.6
Total liabilities	$	7,925.1
Total purchase price	$	6,975.7



Three Months Ended September 30, 2018	Evergy		Westar Energy		KCP&L
Revenues	(millions)
Residential	$	647.1	$	270.5	$	243.5
Commercial	530.5		217.4		231.1
Industrial	173.4		111.9		39.1
Other retail	10.9		5.4		2.7
Total electric retail	$	1,361.9	$	605.2	$	516.4
Wholesale	118.5		82.4		29.9
Transmission	80.6		72.2		3.8
Industrial steam and other	6.0		1.5		0.7
Total revenue from contracts with customers	$	1,567.0	$	761.3	$	550.8
Other	15.5		3.5		8.8
Operating revenues	$	1,582.5	$	764.8	$	559.6

Year to Date September 30, 2018	Evergy		Westar Energy		KCP&L^(a)
Revenues	(millions)
Residential	$	1,169.4	$	671.9	$	585.4
Commercial	945.0		542.8		609.2
Industrial	375.5		297.2		105.4
Other retail	21.5		15.3		7.7
Total electric retail	$	2,511.4	$	1,527.2	$	1,307.7
Wholesale	302.4		263.7		38.5
Transmission	227.6		216.3		11.0
Industrial steam and other	10.0		4.6		3.0
Total revenue from contracts with customers	$	3,051.4	$	2,011.8	$	1,360.2
Other	24.7		4.1		48.7
Operating revenues	$	3,076.1	$	2,015.9	$	1,408.9



Great Plains Energy Other Operating Activities
Year to Date September 30	2017			2016
Cash flows affected by changes in:	(millions)
Receivables	$	(20.4	)	$	(45.9	)
Accounts receivable pledged as collateral	(22.6		)	(15.0		)
Fuel inventories	19.6			19.8
Materials and supplies	(9.7		)	(5.3		)
Accounts payable	(125.7		)	(119.8		)
Accrued taxes	92.4			97.2
Accrued interest	6.6			16.7
Deferred refueling outage costs	12.1			7.5
Pension and post-retirement benefit obligations	52.0			53.2
Allowance for equity funds used during construction	(3.4		)	(4.3		)
Fuel recovery mechanisms	(10.1		)	(16.8		)
Other	11.9			(11.7		)
Total other operating activities	$	2.7		$	(24.4	)
Cash paid during the period:
Interest	$	198.7		$	130.2
Income taxes	$	0.1		$	0.2
Non-cash investing activities:
Liabilities accrued for capital expenditures	$	31.2		$	30.7



KCP&L Other Operating Activities
Year to Date September 30	2017			2016
Cash flows affected by changes in:	(millions)
Receivables	$	(19.5	)	$	(53.5	)
Accounts receivable pledged as collateral	(20.0		)	—
Fuel inventories	10.8			12.7
Materials and supplies	(7.2		)	(3.8		)
Accounts payable	(75.1		)	(80.3		)
Accrued taxes	122.7			179.3
Accrued interest	8.1			8.9
Deferred refueling outage costs	12.1			7.5
Pension and post-retirement benefit obligations	48.6			53.7
Allowance for equity funds used during construction	(3.4		)	(4.0		)
Fuel recovery mechanisms	7.6			(31.0		)
Other	(16.0		)	(14.8		)
Total other operating activities	$	68.7		$	74.7
Cash paid during the period:
Interest	$	88.6		$	86.7
Income taxes	$	4.9		$	—
Non-cash investing activities:
Liabilities accrued for capital expenditures	$	24.7		$	25.7



		KCC			MPSC
	(millions)
Current cost of decommissioning (in 2017 dollars)
Total Station		$	813.7		$	813.7
KCP&L's 47% Share		382.5			382.5

Future cost of decommissioning (in 2045-2053 dollars) ^(a)
Total Station		$	1,982.4		$	2,137.8
KCP&L's 47% Share		931.7			1,004.8

Annual escalation factor		2.91		%	3.16		%
Annual return on trust assets ^(b)		5.64		%	5.46		%



	September 30, 2017												December 31, 2016
	Cost Basis		Unrealized Gains			Unrealized Losses				Fair Value			Cost Basis			Unrealized Gains			Unrealized Losses				Fair Value
	(millions)
Equity securities	$	95.8		$	79.2		$	(0.8	)		$	174.2		$	93.3		$	62.1		$	(1.5	)		$	153.9
Debt securities	67.3			2.7			(0.2		)		69.8			63.4			2.3			(0.5		)		65.2
Other	3.5			—			—				3.5			3.8			—			—				3.8
Total	$	166.6		$	81.9		$	(1.0	)		$	247.5		$	160.5		$	64.4		$	(2.0	)		$	222.9



	Pension Benefits									Post-Retirement Benefits
Three Months Ended September 30, 2018	Evergy			Westar Energy			KCP&L			Evergy			Westar Energy			KCP&L
Components of net periodic benefit costs	(millions)
Service cost	$	20.2		$	8.0		$	9.1		$	0.7		$	0.4		$	0.4
Interest cost	26.3			12.7			9.4			2.5			1.2			0.8
Expected return on plan assets	(27.0		)	(13.9		)	(10.6		)	(2.5		)	(1.8		)	(0.4		)
Amortization of unrecognized:
Prior service cost	0.3			0.2			0.2			0.1			0.1			—
Recognized net actuarial (gain)/loss	8.1			8.1			8.4			(0.1		)	(0.1		)	—
Net periodic benefit costs before regulatory adjustment	27.9			15.1			16.5			0.7			(0.2		)	0.8
Regulatory adjustment	2.6			2.8			0.7			(0.4		)	(0.4		)	0.1
Net periodic benefit costs	$	30.5		$	17.9		$	17.2		$	0.3		$	(0.6	)	$	0.9

	Pension Benefits									Post-Retirement Benefits
Year to Date September 30, 2018	Evergy			Westar Energy			KCP&L^(a)			Evergy			Westar Energy			KCP&L^(a)
Components of net periodic benefit costs	(millions)
Service cost	$	40.4		$	24.1		$	27.4		$	1.5		$	1.0		$	1.1
Interest cost	56.2			38.1			28.3			5.4			3.7			2.5
Expected return on plan assets	(59.3		)	(41.9		)	(31.7		)	(6.2		)	(5.2		)	(1.4		)
Amortization of unrecognized:
Prior service cost	0.6			0.5			0.4			0.3			0.3			—
Recognized net actuarial (gain)/loss	24.4			24.4			25.1			(0.4		)	(0.4		)	(0.1		)
Net periodic benefit costs before regulatory adjustment	62.3			45.2			49.5			0.6			(0.6		)	2.1
Regulatory adjustment	8.4			8.4			2.1			(1.3		)	(1.3		)	(0.2		)
Net periodic benefit costs	$	70.7		$	53.6		$	51.6		$	(0.7	)	$	(1.9	)	$	1.9


	Pension Benefits						Other Benefits						Pension Benefits									Post-Retirement Benefits
Three Months Ended September 30	2017			2016			2017			2016
Three Months Ended September 30, 2017													Evergy			Westar Energy			KCP&L^(a)			Evergy			Westar Energy			KCP&L^(a)
Components of net periodic benefit costs	(millions)												(millions)
Service cost	$	11.0		$	10.5		$	0.5		$	0.7		$	7.2		$	7.2		$	8.1		$	0.3		$	0.3		$	0.4
Interest cost	13.4			13.2			1.4			1.5			13.1			13.1			9.8			1.4			1.4			0.9
Expected return on plan assets	(12.8		)	(12.3		)	(0.7		)	(0.8		)	(13.4		)	(13.4		)	(9.5		)	(1.8		)	(1.8		)	(0.4		)
Amortization of unrecognized:
Prior service cost	0.2			0.2			—			0.3			0.1			0.1			0.2			0.1			0.1			—
Recognized net actuarial (gain)/loss	12.4			13.0			(0.1		)	(0.3		)	6.7			6.7			8.9			(0.2		)	(0.2		)	(0.1		)
Net periodic benefit costs before regulatory adjustment	24.2			24.6			1.1			1.4			13.7			13.7			17.5			(0.2		)	(0.2		)	0.8
Regulatory adjustment	(0.2		)	(1.1		)	0.1			1.4			3.6			3.6			0.2			(0.4		)	(0.4		)	(0.1		)
Net periodic benefit costs	$	24.0		$	23.5		$	1.2		$	2.8		$	17.3		$	17.3		$	17.7		$	(0.6	)	$	(0.6	)	$	0.7
^(a)KCP&L amounts are not included in consolidated Evergy for the three months ended September 30, 2017.													^(a)KCP&L amounts are not included in consolidated Evergy for the three months ended September 30, 2017.

	Pension Benefits						Other Benefits						Pension Benefits									Post-Retirement Benefits
Year to Date September 30	2017			2016			2017			2016
Year to Date September 30, 2017													Evergy			Westar Energy			KCP&L^(a)			Evergy			Westar Energy			KCP&L^(a)
Components of net periodic benefit costs	(millions)												(millions)
Service cost	$	33.0		$	31.5		$	1.5		$	2.0		$	21.5		$	21.5		$	24.4		$	0.9		$	0.9		$	1.1
Interest cost	40.2			39.7			4.1			4.6			39.3			39.3			29.4			4.2			4.2			2.8
Expected return on plan assets	(38.4		)	(36.9		)	(2.0		)	(2.3		)	(40.2		)	(40.2		)	(28.6		)	(5.2		)	(5.2		)	(1.3		)
Amortization of unrecognized:
Prior service cost	0.6			0.5			—			0.9			0.5			0.5			0.4			0.3			0.3			—
Recognized net actuarial (gain)/loss	37.2			38.9			(0.3		)	(1.1		)	20.2			20.2			26.7			(0.6		)	(0.6		)	(0.3		)
Net periodic benefit costs before regulatory adjustment	72.6			73.7			3.3			4.1			41.3			41.3			52.3			(0.4		)	(0.4		)	2.3
Regulatory adjustment	2.3			(3.1		)	1.9			4.4			10.6			10.6			4.3			(1.4		)	(1.4		)	0.9
Net periodic benefit costs	$	74.9		$	70.6		$	5.2		$	8.5		$	51.9		$	51.9		$	56.6		$	(1.8	)	$	(1.8	)	$	3.2



	Performance Shares			Grant Date Fair Value*
Beginning balance January 1, 2017		625,100			$	28.13
Granted		236,433			31.26
Earned		(212,992	)		28.48
Forfeited		(97,036	)		29.24
Ending balance September 30, 2017		551,505			29.12



	Performance Shares			Grant Date Fair Value*
Beginning balance January 1, 2018		—			$	—
Converted Great Plains Energy awards upon merger		351,708			63.79
Forfeited		(3,212	)		63.44
Ending balance September 30, 2018		348,496			63.80



	Nonvested Restricted Stock			Grant Date Fair Value*
Beginning balance January 1, 2017		249,672			$	27.20
Granted and issued		78,840			28.60
Vested		(109,813	)		27.48
Forfeited		(22,521	)		27.26
Ending balance September 30, 2017		196,178			27.81



	Nonvested Restricted Share Units			Grant Date Fair Value*
Beginning balance January 1, 2018		255,964			$	46.09
Granted		222,465			52.16
Converted Great Plains Energy awards upon merger		82,331			53.77
Vested		(342,599	)		46.81
Forfeited		(905	)		50.73
Ending balance September 30, 2018		217,256			54.07



			Amounts Drawn
	Credit Facility		Commercial Paper		Letters of Credit		Cash Borrowings		Available Borrowings		Weighted Average Interest Rate on Short-Term Borrowings
September 30, 2018	(millions)
Evergy, Inc.	$	450.0	n/a		$	1.0	$	—	$	449.0	—%
Westar Energy	1,000.0		326.3		18.3		—		655.4		2.42%
KCP&L	600.0		209.2		2.7		—		388.1		2.50%
GMO	450.0		140.4		2.1		—		307.5		2.46%
Evergy	$	2,500.0	$	675.9	$	24.1	$	—	$	1,800.0

December 31, 2017
Westar Energy^(b)	$	979.3	$	275.7	$	11.8	$	—	$	691.8	1.83%
KCP&L^(a)	600.0		167.5		2.7		—		429.8		1.95%
Evergy	979.3		275.7		11.8		—		691.8		1.83%



		September 30				December 31
	Year Due	2017				2016
KCP&L			(millions)
General Mortgage Bonds
2.95% EIRR bonds	2023		$	79.5			$	110.5
7.15% Series 2009A (8.59% rate)^(a)	2019		400.0				400.0
Senior Notes
5.85% Series (5.72% rate)^(a)			—				250.0
6.375% Series (7.49% rate)^(a)	2018		350.0				350.0
3.15% Series	2023		300.0				300.0
3.65% Series	2025		350.0				350.0
6.05% Series (5.78% rate)^(a)	2035		250.0				250.0
5.30% Series	2041		400.0				400.0
4.20% Series	2047		300.0				—
EIRR Bonds
0.889% Series 2007A and 2007B^(b)	2035		146.5				146.5
2.875% Series 2008	2038		23.4				23.4
Current maturities			(350.0		)		(281.0		)
Unamortized discount and debt issuance costs			(17.7		)		(15.4		)
Total KCP&L excluding current maturities^(c)			2,231.7				2,284.0
Other Great Plains Energy
GMO First Mortgage Bonds 9.44% Series	2018-2021		4.6				5.7
GMO Senior Notes
8.27% Series	2021		80.9				80.9
3.49% Series A	2025		125.0				125.0
4.06% Series B	2033		75.0				75.0
4.74% Series C	2043		150.0				150.0
GMO Medium Term Notes
7.33% Series	2023		3.0				3.0
7.17% Series	2023		7.0				7.0
Great Plains Energy Senior Notes
6.875% Series (7.33% rate)^(a)			—				100.0
4.85% Series	2021		350.0				350.0
5.292% Series	2022		287.5				287.5
Current maturities			(1.1		)		(101.1		)
Unamortized discount and premium, net and debt issuance costs			(1.6		)		(1.8		)
Total Great Plains Energy excluding current maturities^(c)			$	3,312.0			$	3,365.2



	September 30, 2018				December 31, 2017
	Book Value		Fair Value		Book Value		Fair Value
Long-term debt^(a)	(millions)
Evergy^(b)	$	7,349.4	$	7,362.2	$	3,687.6	$	4,010.6
Westar Energy	3,689.7		3,750.8		3,687.6		4,010.6
KCP&L^(c)	2,529.9		2,611.3		2,582.2		2,799.1
Long-term debt of variable interest entities^(a)
Evergy	$	81.4	$	80.7	$	109.9	$	110.8
Westar Energy	81.4		80.7		109.9		110.8



Description	September 30 2018			Level 1		Level 2			Level 3			NAV
Westar Energy		(millions)
Assets
Nuclear decommissioning trust^(a)
Domestic equity funds		$	80.9	$	74.7		$	—		$	—		$	6.2
International equity funds		42.3		42.3			—			—			—
Core bond fund		36.8		36.8			—			—			—
High-yield bond fund		20.1		20.1			—			—			—
Emerging markets bond fund		15.5		15.5			—			—			—
Combination debt/equity/other fund		14.8		14.8			—			—			—
Alternative investments fund		23.6		—			—			—			23.6
Real estate securities fund		11.5		—			—			—			11.5
Cash equivalents		0.3		0.3			—			—			—
Total nuclear decommissioning trust		245.8		204.5			—			—			41.3
Rabbi trust
Core bond fund		24.9		—			—			—			24.9
Combination debt/equity/other fund		6.2		—			—			—			6.2
Cash equivalents		0.1		0.1			—			—			—
Total rabbi trust		31.2		0.1			—			—			31.1
Total		$	277.0	$	204.6		$	—		$	—		$	72.4
KCP&L
Assets
Nuclear decommissioning trust^(a)
Equity securities		$	195.2	$	195.2		$	—		$	—		$	—
Debt securities
U.S. Treasury		39.5		39.5			—			—			—
U.S. Agency		0.4		—			0.4			—			—
State and local obligations		2.1		—			2.1			—			—
Corporate bonds		32.3		—			32.3			—			—
Foreign governments		0.1		—			0.1			—			—
Cash equivalents		1.5		1.5			—			—			—
Other		1.1		1.1			—			—			—
Total nuclear decommissioning trust		272.2		237.3			34.9			—			—
Self-insured health plan trust^(b)
Equity securities		0.5		0.5			—			—			—
Debt securities		3.1		0.3			2.8			—			—
Cash and cash equivalents		9.4		9.4			—			—			—
Total self-insured health plan trust		13.0		10.2			2.8			—			—
Total		$	285.2	$	247.5		$	37.7		$	—		$	—
Other Evergy
Assets
Rabbi trusts
Fixed income fund		$	13.5	$	—		$	—		$	—		$	13.5
Total rabbi trusts		$	13.5	$	—		$	—		$	—		$	13.5
Evergy
Assets
Nuclear decommissioning trust ^(a)		$	518.0	$	441.8		$	34.9		$	—		$	41.3
Rabbi trusts		44.7		0.1			—			—			44.6
Self-insured health plan trust ^(b)		13.0		10.2			2.8			—			—
Total		$	575.7	$	452.1		$	37.7		$	—		$	85.9



Description	December 31 2017			Level 1			Level 2			Level 3			NAV
Westar Energy		(millions)
Assets
Nuclear decommissioning trust^(a)(c)
Domestic equity funds		$	73.8		$	—		$	68.7		$	—		$	5.1
International equity funds		47.9			—			47.9			—			—
Core bond fund		33.3			—			33.3			—			—
High-yield bond fund		18.1			—			18.1			—			—
Emerging markets bond fund		17.3			—			17.3			—			—
Combination debt/equity/other fund		14.1			—			14.1			—			—
Alternative investments fund		21.7			—			—			—			21.7
Real estate securities fund		10.8			—			—			—			10.8
Cash equivalents		0.1			0.1			—			—			—
Total nuclear decommissioning trust		237.1			0.1			199.4			—			37.6
Rabbi trust^(c)
Core bond fund		27.3			—			27.3			—			—
Combination debt/equity/other fund		6.8			—			6.8			—			—
Cash equivalents		0.2			0.2			—			—			—
Total rabbi trust		34.3			0.2			34.1			—			—
Total		$	271.4		$	0.3		$	233.5		$	—		$	37.6
KCP&L^(d)
Assets
Nuclear decommissioning trust ^(a)
Equity securities		$	183.8		$	183.8		$	—		$	—		$	—
Debt securities
U.S. Treasury		35.3			35.3			—			—			—
U.S. Agency		0.4			—			0.4			—			—
State and local obligations		2.1			—			2.1			—			—
Corporate bonds		34.1			—			34.1			—			—
Foreign governments		0.1			—			0.1			—			—
Cash equivalents		2.5			2.5			—			—			—
Other		0.1			0.1			—			—			—
Total nuclear decommissioning trust		258.4			221.7			36.7			—			—
Self-insured health plan trust^(b)
Equity securities		0.5			0.5			—			—			—
Debt securities		2.7			0.3			2.4			—			—
Cash and cash equivalents		7.7			7.7			—			—			—
Total self-insured health plan trust		10.9			8.5			2.4			—			—
Total		$	269.3		$	230.2		$	39.1		$	—		$	—
Evergy
Assets
Nuclear decommissioning trust^(a)(c)		$	237.1		$	0.1		$	199.4		$	—		$	37.6
Rabbi trust^(c)		34.3			0.2			34.1			—			—
Total		$	271.4		$	0.3		$	233.5		$	—		$	37.6


^(a)	~~Rate after amortizing gains/losses recognized in other comprehensive income (OCI)~~Fair value is based on ~~settlements~~quoted market prices of ~~interest rate hedging instruments~~the investments held by the trust and/or valuation models.


^(b)	~~Variable rate~~Fair value is based on quoted market prices of the investments held by the trust. Debt securities classified as Level 1 are comprised of U.S. Treasury securities. Debt securities classified as Level 2 are comprised of corporate bonds, U.S. Agency, state and local obligations, and other asset-backed securities.