0001711269 evrg:KCPLMember us-gaap:DebtSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2018-12-31
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended SeptemberJune 30, 20172019
or
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______to_______
evergylogoa14.jpg
  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
     
001-32206001-38515 GREAT PLAINS ENERGY INCORPORATEDEVERGY, INC. 43-191680382-2733395
(a Missouri corporation)
1200 Main Street
Kansas City, Missouri 64105
(816) 556-2200
  (A Missouri Corporation)  
001-03523 1200 Main StreetWESTAR ENERGY, INC. 48-0290150
(a Kansas corporation)
818 South Kansas Avenue
Topeka, Kansas 66612
(785) 575-6300
Kansas City, Missouri  64105
(816) 556-2200
     
000-51873 KANSAS CITY POWER & LIGHT COMPANY 44-0308720
(A Missouri Corporation)
1200 Main Street
Kansas City, Missouri  64105
(816) 556-2200

(a Missouri corporation)


Table of Contents1200 Main Street

Kansas City, Missouri 64105

(816) 556-2200

      Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Evergy, Inc. common stockEVRGNew York Stock Exchange




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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Great Plains Energy Incorporated
Evergy, Inc.YesXxNo_ 
Westar Energy, Inc.YesxNo
Kansas City Power & Light CompanyYesXxNo_ 
              
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Great Plains Energy Incorporated
Evergy, Inc.YesXxNo_ 
Westar Energy, Inc.YesxNo
Kansas City Power & Light CompanyYesXxNo_ 
              
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Great Plains Energy Incorporated Large accelerated filerXAccelerated filer_    
Evergy, Inc.Large Accelerated FilerxAccelerated FilerNon-accelerated FilerSmaller Reporting CompanyEmerging Growth Company
  Non-accelerated filer_Smaller reporting company_    
Westar Energy, Inc.Large Accelerated FilerAccelerated FilerNon-accelerated FilerxSmaller Reporting CompanyEmerging Growth Company
  
Kansas City Power & Light CompanyLarge Accelerated FilerAccelerated FilerNon-accelerated FilerxSmaller Reporting CompanyEmerging growth companyGrowth Company_
      
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. _
Kansas City Power & Light Company Large accelerated filer_Accelerated filer_
Evergy, Inc.    
  Non-accelerated filerXSmaller reporting company_
Westar Energy, Inc.    
  Emerging growth company_      
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. _Kansas City Power & Light Company
              
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Great Plains Energy Incorporated
Evergy, Inc.Yes_NoXx Kansas City Power & Light CompanyYes_NoX 
              
On October 31, 2017, Great PlainsWestar Energy, Incorporated had 215,661,646 shares of common stock outstanding.  On October 31, 2017, Kansas City Power & Light Company had one share of common stock outstanding and held by Great Plains Energy Incorporated.Inc.YesNox
              
Kansas City Power & Light Company meetsYesNox
On August 2, 2019, Evergy, Inc. had 235,467,484 shares of common stock outstanding.  On August 2, 2019, Kansas City Power & Light Company and Westar Energy, Inc. each had one share of common stock outstanding and held by Evergy, Inc.
Westar Energy, Inc. and Kansas City Power & Light Company meet the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and isare therefore filing this Form 10-Q with the reduced disclosure format.

This combined Quarterly Report on Form 10-Q is being filedprovided by Great Plainsthe following registrants: Evergy, Inc. (Evergy), Westar Energy, Incorporated (Great PlainsInc. (Westar Energy) and Kansas City Power & Light Company (KCP&L) (collectively, the Evergy Companies). KCP&L is a wholly owned subsidiary of Great Plains Energy and represents a significant portion of its assets, liabilities, revenues, expenses and operations.  Thus, all information contained in this report relatesInformation relating to and (where required)any individual registrant is filed by Great Plains Energy.  Information that is specifically identified in this report as relatingsuch registrant solely to Great Plains Energy, such ason its financial statements and all information relating to Great Plains Energy's other operations, businesses and subsidiaries, including KCP&L Greater Missouri Operations Company (GMO), does not relate to, and is not filed by, KCP&L.  KCP&Lown behalf. Each registrant makes no representation as to that information.  Neither Great Plains Energy nor itsinformation relating exclusively to the other subsidiaries have any obligation in respect of KCP&L's debt securities and holders of such securities should not consider Great Plains Energy's or its other subsidiaries' financial resources or results of operations in making a decision with respect to KCP&L's debt securities.  Similarly, KCP&L has no obligation in respect of securities of Great Plains Energy or its other subsidiaries.registrants.
This report should be read in its entirety.  No one section of the report deals with all aspects of the subject matter.  It should be read in conjunction with the consolidated financial statements and related notes and with the management's discussion and analysis of financial condition and results of operations included in the 20162018 Form 10-K for each of Great PlainsEvergy, Westar Energy and KCP&L.




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TABLE OF CONTENTS
   Page Number
  
 
   
Item 1. 
  
 
 
 
 
  
 
 
 
 
    
 
Note 1:
Note 2:
Note 3:
 Note 4:1:
 Note 5:2:
Note 6:
Note 7:
Note 8:
 Note 9:3:
Note 10:
 Note 11:4:
 Note 12:5:
 Note 13:6:
 Note 14:7:
Note 8:
 Note 15:9:
 Note 16:10:
 Note 17:11:
 Note 18:12:
Note 19:
Note 20:
Note 13:
Note 14:
Note 15:
Item 2.
Item 3.
Item 4.
    
 
   
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
    
  



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CAUTIONARY STATEMENTS REGARDING CERTAIN FORWARD-LOOKING INFORMATION
Statements made in this report that are not based on historical facts are forward-looking, may involve risks and uncertainties, and are intended to be as of the date when made. Forward-looking statements include, but are not limited to, statements relating to the anticipated merger transaction of Great Plains Energy and Westar Energy, Inc. (Westar), including those that relate to the expected financial and operational benefits of the merger toof Great Plains Energy Incorporated (Great Plains Energy) and Westar Energy that resulted in the companies and their shareholderscreation of Evergy (including cost savings, operational efficiencies and the impact of the anticipated merger on earnings per share), the expected timing of closing, the outcome of regulatory proceedings, cost estimates of capital projects, dividend growth, share repurchases, balance sheet and credit ratings, rebates to customers, the outcome of regulatory and legal proceedings, employee issues and other matters affecting future operations.
In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Great Plains Energy and KCP&Lthe Evergy Companies are providing a number of important factors that could cause actual results to differ materially from the provided forward-looking information. These important factors include: future economic conditions in regional, national and international markets and their effectsany related impact on sales, prices and costs; prices and availability of electricity in regional and national wholesale markets; market perception of the energy industry Great Plains Energy, KCP&L and Westar;the Evergy Companies; changes in business strategy operations or development plans;operations; the outcomeimpact of contract negotiations for goods and services; effects of current or proposedunpredictable federal, state and federallocal political, legislative, judicial and regulatory actions or developments, including but not limited to, deregulation, re-regulation and restructuring of the electric utility industry; decisions of regulators regarding rates that the CompaniesWestar Energy and KCP&L (or other regulated subsidiaries of Evergy) can charge for electricity; adverse changes in applicable laws, regulations, rules, principles or practices, or the interpretations thereof, governing tax, accounting and environmental matters, including but not limited to, air and water quality;quality and waste management and disposal; changes in the energy trading markets in which the Evergy Companies participate, including retroactive repricing of transactions by regional transmission organizations (RTO) and independent system operators; the impact of climate change, including reduced demand for coal-based energy because of actual or perceived climate impacts and the development of alternate energy sources; financial market conditions and performance, including but not limited to, changes in interest rates and credit spreads and in availability and cost of capital and the effects on derivatives and hedges, nuclear decommissioning trust and pension plan assets and costs; impairments of long-lived assets or goodwill; credit ratings; inflation rates; the transition to a replacement for the LIBOR benchmark interest rate; effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual commitments; impact of terrorist acts, including but not limited to, cyber terrorism; ability to carry out marketing and sales plans; weather conditions, including but not limited to, weather-related damage and their effectsthe impact on sales, prices and costs; cost, availability, quality and deliverabilitytimely provision of equipment, supplies, labor and fuel; the inherent uncertainties in estimating the effects of weather, economic conditions, climate change and other factors on customer consumption and financial results; ability to achieve generation goals and the occurrence and duration of planned and unplanned generation outages; delays in the anticipated in-service dates and cost increases of generation, transmission, distribution or other projects; Great Plains Energy's and Westar'sthe Evergy Companies' ability to successfully manage their transmission and integrate their respectivedistribution development plans and transmission joint ventures; the inherent risks associated with the ownership and operation of a nuclear facility, including but not limited to, environmental, health, safety, regulatory and financial risks; workforce risks, including but not limited to, increased costs of retirement, health care and other benefits; the ability of Great Plains Energy and Westar to obtain the regulatory and shareholder approvals necessary to complete the anticipated merger or the imposition of adverse conditions or costs in connection with obtaining regulatory approvals; the risk that a condition to the closing of the anticipated merger may not be satisfied or that the anticipated merger may fail to close; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the anticipated merger; the costs incurred to consummate the anticipated merger; the possibility that the expected value creation from the anticipated merger will not be realized, or will not be realized within the expected time period; difficulties related to the integration of the two companies; the credit ratings of the combined company following the anticipated merger; disruption from the anticipated merger making it more difficult to maintain relationships with customers, employees, regulators or suppliers; the diversion of management time and attention on the anticipated merger;time; and other risks and uncertainties.
This list of factors is not all-inclusive because it is not possible to predict all factors. Part II, Item 1A, Risk Factors included in this report, together with the risk factors included in the 2016Evergy Companies' combined 2018 Form 10-K for each of Great Plains Energy and KCP&L under Part I, Item 1A, should be carefully read for further understanding of potential risks for each of Great Plains Energy and KCP&L.the Evergy Companies. Other sections of this report and other periodic reports filed by each of Great Plains Energy and KCP&Lthe Evergy Companies with the Securities and Exchange Commission (SEC) should also be read for more information regarding risk factors. Each forward-looking statement speaks only as of the date of the particular statement. Great Plains Energy and KCP&LThe Evergy Companies undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.


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GLOSSARY OF TERMS
The following is a glossary of frequently used abbreviations or acronyms that are found throughout this report.
Abbreviation or Acronym Definition
   
ACEAffordable Clean Energy
AEPAmerican Electric Power Company, Inc.
AFUDCAllowance 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.
AROAROs Asset Retirement ObligationObligations
ASCAccounting Standards Codification
ASRAccelerated share repurchase
ASU Accounting Standards Update
BSERBest system of emission reduction
CCRs Coal combustion residuals
Clean Air ActCAA Clean Air Act Amendments of 1990
CO2
 Carbon dioxide
CompanyCOLI Great Plains Energy Incorporated and its consolidated subsidiariesCorporate-owned life insurance
CompaniesCPP Great Plains Energy Incorporated and its consolidated subsidiaries and KCP&L and its consolidated subsidiariesClean Power Plan
DOECWA Department of EnergyClean Water Act
DOJD.C. Circuit DepartmentU.S. Court of JusticeAppeals for the D.C. Circuit
EIRREGU Environmental Improvement Revenue RefundingElectric utility generating unit
ELGEffluent limitations guidelines
EPA Environmental Protection Agency
EPS Earnings (loss) per common share
ERISA Employee Retirement Income Security Act of 1974, as amended
ERSPEarnings Review and Sharing Plan
EvergyEvergy, Inc. and its consolidated subsidiaries
Evergy BoardEvergy Board of Directors
Evergy CompaniesEvergy, 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
FCCThe Federal Communications Commission
GAAP Generally Accepted Accounting Principles
GHGGreenhouse gas
GMO KCP&L Greater Missouri Operations Company, a wholly ownedwholly-owned subsidiary of Great Plains Energy
GP StarGP Star, Inc.Evergy
GPETHC GPE Transmission Holding Company LLC, a wholly ownedwholly-owned subsidiary of Great Plains EnergyEvergy
Great Plains Energy Great Plains Energy Incorporated and its consolidated subsidiaries
Great Plains Energy BoardGreat Plains Energy Board of Directors
HSRHart-Scott-Rodino
HoldcoMonarch 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 ownedwholly-owned subsidiary of Great Plains Energy,Evergy, and its consolidated subsidiaries
KCP&L Receivables CompanyMortgage IndentureKCP&L General Mortgage Indenture and Deed of Trust dated as of December 1, 1986, as supplemented
KDHE Kansas City PowerDepartment of Health & Light ReceivablesEnvironment
KGEKansas Gas and Electric Company, a wholly ownedwholly-owned subsidiary of KCP&LWestar Energy

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kWh
Abbreviation or Acronym Kilowatt hourDefinition
King EnergyKing Energy, Inc., a wholly-owned subsidiary of Evergy
MDNRMissouri Department of Natural Resources
MECGMidwest Energy Consumers Group
MEEIA Missouri Energy Efficiency Investment Act
Merger SubMonarch Energy KingMonarch Energy Holding, Inc., a Kansas corporation and wholly owned subsidiary of Holdco
MGPManufactured gas plant
MPS MerchantMPS Merchant Services, Inc., a wholly owned subsidiary of GMO
MPSC Public Service Commission of the State of Missouri
MW Megawatt
MWh Megawatt hour

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Abbreviation or AcronymNAAQS DefinitionNational Ambient Air Quality Standards
NAV Net Asset Value
NRC
NO2
 Nuclear Regulatory CommissionNitrogen dioxide
OMERSNSR OCM Credit Portfolio LPNew source review
Original Merger AgreementOPC Agreement and PlanOffice of Merger dated as of May 29, 2016,the Public Counsel
PMParticulate matter
Prairie WindPrairie Wind Transmission, LLC, 50% owned by and among Great PlainsWestar Energy Westar and GP Star, Inc.
RSURestricted share unit
RTORegional transmission organization
SEC Securities and Exchange Commission
Series A Preferred Stock
SO2
 7.25% Mandatory Convertible Preferred Stock, Series ASulfur dioxide
Series B Preferred StockSPP 7.00% Series B Mandatory Convertible Preferred StockSouthwest Power Pool, Inc.
TCJATax Cuts and Jobs Act
TFRTransmission formula rate
Transource Transource Energy, LLC and its subsidiaries, 13.5% owned by GPETHC
WCNOCVIE Wolf Creek Nuclear Operating CorporationVariable interest entity
Westar Energy Westar Energy, Inc., a wholly-owned subsidiary of Evergy, and its consolidated subsidiaries
Westar BoardWIIN Westar Board of DirectorsWater Infrastructure Improvements for the Nation
Wolf Creek Wolf Creek Generating Station
WOTUSWaters of the United States




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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS


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
 
EVERGY, INC.
Consolidated Balance Sheets
(Unaudited)
    
 June 30 December 31
 2019 2018
ASSETS(millions, except share amounts)
CURRENT ASSETS:       
Cash and cash equivalents $107.0
   $160.3
 
Receivables, net 278.4
   193.7
 
Accounts receivable pledged as collateral 312.0
   365.0
 
Fuel inventory and supplies 488.7
   511.0
 
Income taxes receivable 30.4
   68.0
 
Regulatory assets 242.7
   303.9
 
Prepaid expenses and other assets 80.2
   79.1
 
Total Current Assets 1,539.4
   1,681.0
 
PROPERTY, PLANT AND EQUIPMENT, NET 18,923.3
   18,782.5
 
PROPERTY, PLANT AND EQUIPMENT OF VARIABLE INTEREST ENTITIES, NET 169.3
   169.2
 
OTHER ASSETS:  
    
 
Regulatory assets 1,701.7
   1,757.9
 
Nuclear decommissioning trust fund 535.7
   472.1
 
Goodwill 2,336.6
   2,338.9
 
Other 512.4
   396.5
 
Total Other Assets 5,086.4
   4,965.4
 
TOTAL ASSETS $25,718.4
   $25,598.1
 
The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.


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GREAT PLAINS ENERGY INCORPORATED
Consolidated Balance Sheets
(Unaudited)
 
 September 30 December 31
 2017 2016
LIABILITIES AND CAPITALIZATION(millions, except share amounts)
Current Liabilities       
Collateralized note payable $195.0
   $172.4
 
Commercial paper 247.9
   334.8
 
Current maturities of long-term debt 351.1
   382.1
 
Accounts payable 196.8
   323.7
 
Accrued taxes 127.0
   33.3
 
Accrued interest 57.4
   50.8
 
Accrued compensation and benefits 51.9
   52.1
 
Pension and post-retirement liability 3.0
   3.0
 
Other 62.2
   32.6
 
Total 1,292.3
   1,384.8
 
Deferred Credits and Other Liabilities  
    
 
Deferred income taxes 1,422.6
   1,329.7
 
Deferred tax credits 125.1
   126.2
 
Asset retirement obligations 258.5
   316.0
 
Pension and post-retirement liability 495.3
   488.3
 
Regulatory liabilities 310.5
   309.9
 
Other 90.1
   87.9
 
Total 2,702.1
   2,658.0
 
Capitalization  
    
 
Great Plains Energy shareholders' equity  
    
 
Common stock - 600,000,000 shares authorized without par value
215,798,848 and 215,479,105 shares issued, stated value
 4,231.1
   4,217.0
 
Preference stock - 11,000,000 shares authorized without par value
     7.00% Series B Mandatory Convertible Preferred Stock
       $1,000 per share liquidation preference, 0 and 862,500 shares issued and outstanding
 
   836.2
 
Retained earnings 897.6
   1,119.2
 
Treasury stock - 136,952 and 128,087 shares, at cost (4.0)   (3.8) 
Accumulated other comprehensive loss (2.2)   (6.6) 
Total shareholders' equity 5,122.5
   6,162.0
 
Long-term debt (Note 11) 3,312.0
   3,365.2
 
Total 8,434.5
   9,527.2
 
Commitments and Contingencies (Note 13) 

   

 
Total $12,428.9
   $13,570.0
 
EVERGY, INC.
Consolidated Balance Sheets
(Unaudited)
  
 June 30 December 31
 2019 2018
LIABILITIES AND EQUITY(millions, except share amounts)
CURRENT LIABILITIES:       
Current maturities of long-term debt $1.1
   $705.4
 
Current maturities of long-term debt of variable interest entities 32.3
   30.3
 
Notes payable and commercial paper 2,239.0
   738.6
 
Collateralized note payable 312.0
   365.0
 
Accounts payable 278.1
   451.5
 
Accrued taxes 195.8
   133.6
 
Accrued interest 80.7
   110.9
 
Regulatory liabilities 44.0
   110.2
 
Asset retirement obligations 55.1
   49.8
 
Other 244.7
   171.9
 
Total Current Liabilities 3,482.8
   2,867.2
 
LONG-TERM LIABILITIES:  
    
 
Long-term debt, net 7,122.5
   6,636.3
 
Long-term debt of variable interest entities, net 18.8
   51.1
 
Deferred income taxes 1,630.6
   1,599.2
 
Unamortized investment tax credits 371.4
   373.2
 
Regulatory liabilities 2,232.4
   2,218.8
 
Pension and post-retirement liability 1,001.5
   987.6
 
Asset retirement obligations 648.2
   637.3
 
Other 355.5
   236.7
 
Total Long-Term Liabilities 13,380.9
   12,740.2
 
Commitments and Contingencies (Note 11) 


   


 
EQUITY:       
Evergy, Inc. Shareholders' Equity:       
Common stock - 600,000,000 shares authorized, without par value
235,465,848 and 255,326,252 shares issued, stated value
 7,563.0
   8,685.2
 
Retained earnings 1,349.1
   1,346.0
 
Accumulated other comprehensive loss (29.0)   (3.0) 
Total Evergy, Inc. Shareholders' Equity 8,883.1
   10,028.2
 
Noncontrolling Interests (28.4)   (37.5) 
Total Equity 8,854.7
   9,990.7
 
TOTAL LIABILITIES AND EQUITY $25,718.4
   $25,598.1
 
The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.


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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 Comprehensive Income
(Unaudited)
     
  Three Months Ended
June 30
 Year to Date
June 30
  2019 2018 2019 2018
  (millions, except per share amounts)
OPERATING REVENUES $1,221.7
 $893.4
 $2,438.6
 $1,493.6
OPERATING EXPENSES:        
Fuel and purchased power 291.6
 229.7
 621.6
 365.2
SPP network transmission costs 62.8
 68.4
 126.3
 136.0
Operating and maintenance 288.6
 283.8
 595.5
 423.8
Depreciation and amortization 215.4
 128.0
 429.0
 217.7
Taxes other than income tax 91.6
 56.6
 184.9
 100.5
Total Operating Expenses 950.0
 766.5
 1,957.3
 1,243.2
INCOME FROM OPERATIONS 271.7
 126.9
 481.3
 250.4
OTHER INCOME (EXPENSE):        
Investment earnings 2.6
 1.6
 5.8
 1.3
Other income 6.1
 1.7
 14.3
 3.7
Other expense (18.1) (13.8) (37.5) (24.4)
Total Other Expense, Net (9.4) (10.5) (17.4) (19.4)
Interest expense 95.4
 58.4
 186.5
 102.2
INCOME BEFORE INCOME TAXES 166.9
 58.0
 277.4
 128.8
Income tax expense (benefit) 24.4
 (45.0) 33.7
 (35.8)
Equity in earnings of equity method investees, net of income taxes 2.1
 1.4
 4.3
 2.7
NET INCOME 144.6
 104.4
 248.0
 167.3
Less: Net income attributable to noncontrolling interests 4.9
 2.6
 8.8
 5.0
NET INCOME ATTRIBUTABLE TO EVERGY, INC. $139.7
 $101.8
 $239.2
 $162.3
BASIC AND DILUTED EARNINGS PER AVERAGE COMMON SHARE OUTSTANDING ATTRIBUTABLE TO EVERGY (see Note 1)        
Basic earnings per common share $0.57
 $0.56
 $0.96
 $1.00
Diluted earnings per common share $0.57
 $0.56
 $0.96
 $1.00
AVERAGE COMMON SHARES OUTSTANDING        
Basic 243.2
 180.9
 248.0
 161.9
Diluted 243.4
 181.0
 248.2
 162.0
COMPREHENSIVE INCOME        
NET INCOME $144.6
 $104.4
 $248.0
 $167.3
Derivative hedging activity        
Loss on derivative hedging instruments (21.2) 
 (35.0) 
Income tax benefit 5.4
 
 9.0
 
Net loss on derivative hedging instruments (15.8) 
 (26.0) 
Derivative hedging activity, net of tax (15.8) 
 (26.0) 
Total other comprehensive loss (15.8) 
 (26.0) 
COMPREHENSIVE INCOME 128.8
 104.4
 222.0
 167.3
Less: comprehensive income attributable to noncontrolling interest 4.9
 2.6
 8.8
 5.0
COMPREHENSIVE INCOME ATTRIBUTABLE TO EVERGY, INC. $123.9
 $101.8
 $213.2
 $162.3
The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.




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GREAT PLAINS ENERGY INCORPORATED
Consolidated Statements of Cash Flows
(Unaudited)
      
Year to Date September 302017  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 amortization277.7
  256.9
 
Amortization of: 
   
 
Nuclear fuel24.1
  22.4
 
Other55.2
  52.4
 
Deferred income taxes, net89.7
  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 swaps1.9
  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 activities649.7
  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 investments21.3
  21.2
 
Proceeds from time deposit1,000.0
  
 
Other investing activities(30.7)  (48.7) 
Net cash from investing activities569.2
  (491.2) 
Cash Flows from Financing Activities 
   
 
Issuance of common stock2.9
  2.4
 
Issuance of long-term debt4,591.1
  
 
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 borrowings22.6
  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 Year1,293.1
  11.3
 
Cash and Cash Equivalents at End of Period$1,097.9
  $12.0
 
EVERGY, INC.
Consolidated Statements of Cash Flows
(Unaudited)
    
Year to Date June 302019 2018
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:(millions)
Net income$248.0
 $167.3
Adjustments to reconcile income to net cash from operating activities:   
Depreciation and amortization429.0
 217.7
Amortization of nuclear fuel29.4
 13.7
Amortization of deferred refueling outage12.9
 8.3
Amortization of corporate-owned life insurance9.9
 9.2
Non-cash compensation9.4
 20.0
Net deferred income taxes and credits13.9
 (45.0)
Allowance for equity funds used during construction(0.4) (1.7)
Payments for asset retirement obligations(9.9) (8.2)
Equity in earnings of equity method investees, net of income taxes(4.3) (2.7)
Income from corporate-owned life insurance(15.1) (1.4)
Other(2.4) (1.7)
Changes in working capital items:   
Accounts receivable(78.3) (24.7)
Accounts receivable pledged as collateral53.0
 (15.0)
Fuel inventory and supplies22.5
 25.5
Prepaid expenses and other current assets36.2
 (29.2)
Accounts payable(136.0) (41.7)
Accrued taxes99.9
 67.8
Other current liabilities(121.1) (1.6)
Changes in other assets41.1
 (17.3)
Changes in other liabilities(4.0) 57.9
Cash Flows from Operating Activities633.7
 397.2
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: 
  
Additions to property, plant and equipment(572.4) (435.2)
Cash acquired from the merger with Great Plains Energy
 1,154.2
Purchase of securities - trusts(27.0) (96.0)
Sale of securities - trusts24.5
 101.1
Investment in corporate-owned life insurance(17.0) (15.9)
Proceeds from investment in corporate-owned life insurance68.4
 4.7
Proceeds from settlement of interest rate swap
 140.6
Other investing activities(6.0) (6.6)
Cash Flows from (used) in Investing Activities(529.5) 846.9
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: 
  
Short term debt, net1,500.5
 242.6
Collateralized short-term borrowings, net(53.0) 15.0
Proceeds from long-term debt493.3
 
Retirements of long-term debt(701.1) 
Retirements of long-term debt of variable interest entities(30.3) (28.5)
Borrowings against cash surrender value of corporate-owned life insurance56.1
 53.9
Repayment of borrowings against cash surrender value of corporate-owned life insurance(51.4) (3.0)
Cash dividends paid(235.6) (228.3)
Repurchase of common stock under repurchase plan(1,128.7) 
Other financing activities(7.3) (19.1)
Cash Flows from (used in) Financing Activities(157.5) 32.6
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH(53.3) 1,276.7
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:   
Beginning of period, including restricted cash of $0.0 and $0.1, respectively160.3
 3.5
End of period, including restricted cash of $0.0 and $0.1, respectively$107.0
 $1,280.2
The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.


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GREAT PLAINS ENERGY INCORPORATED
Consolidated Statements of Shareholders' Equity
(Unaudited)
    
Year to Date September 302017 2016
 Shares Amount Shares Amount
Common Stock(millions, except share amounts)
Beginning balance215,479,105
 $4,217.0
 154,504,900
 $2,646.7
Issuance of common stock319,743
 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 balance215,798,848
 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 balance862,500
 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 reissued136,436
 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 sharesCommon stockRetained earningsAOCINon-controlling interestsTotal equity
 (millions, except share amounts)
Balance as of December 31, 2017142,094,275
$2,734.8
$1,173.3
$
$(47.7)$3,860.4
Net income

60.5

2.4
62.9
Issuance of stock compensation and reinvested dividends, net of tax withholding138,828
(3.7)


(3.7)
Dividends declared on common stock ($0.40 per share)

(57.7)

(57.7)
Stock compensation expense
2.5



2.5
Balance as of March 31, 2018142,233,103
2,733.6
1,176.1

(45.3)3,864.4
Net income

101.8

2.6
104.4
Issuance of stock to Great Plains Energy shareholders128,947,518
6,979.9



6,979.9
Issuance of restricted common stock122,505





Issuance of stock compensation and reinvested dividends, net of tax withholding384,617
(13.3)


(13.3)
Dividends declared on common stock ($0.40 per share)

(57.8)

(57.8)
Stock compensation expense
19.3



19.3
Other
(1.4)(0.1)

(1.5)
Balance as of June 30, 2018271,687,743
$9,718.1
$1,220.0
$
$(42.7)$10,895.4
       
Balance as of December 31, 2018255,326,252
$8,685.2
$1,346.0
$(3.0)$(37.5)$9,990.7
Net income

99.5

3.9
103.4
Issuance of stock compensation and reinvested dividends, net of tax withholding60,594
(1.6)


(1.6)
Dividends declared on common stock ($0.475 per share)

(119.8)

(119.8)
Stock compensation expense
5.4



5.4
Repurchase of common stock under repurchase plan(10,548,060)(578.3)


(578.3)
Consolidation of noncontrolling interests



3.8
3.8
Distributions to shareholders of noncontrolling interests



(1.4)(1.4)
Derivative hedging activity, net of tax


(10.2)
(10.2)
Other
(0.3)


(0.3)
Balance as of March 31, 2019244,838,786
8,110.4
1,325.7
(13.2)(31.2)9,391.7
Net income

139.7

4.9
144.6
Issuance of stock compensation and reinvested dividends, net of tax withholding41,982
(0.7)


(0.7)
Dividends declared on common stock ($0.475 per share)

(115.8)

(115.8)
Dividend equivalents declared

(0.5)

(0.5)
Stock compensation expense
4.0



4.0
Repurchase of common stock under repurchase plan(9,414,920)(550.4)


(550.4)
Distributions to shareholders of noncontrolling interests



(2.1)(2.1)
Derivative hedging activity, net of tax


(15.8)
(15.8)
Other
(0.3)


(0.3)
Balance as of June 30, 2019235,465,848
$7,563.0
$1,349.1
$(29.0)$(28.4)$8,854.7
The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.


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KANSAS CITY POWER & LIGHT COMPANY
Consolidated Balance Sheets
(Unaudited)
 
 September 30December 31
 20172016
ASSETS(millions, except share amounts)
Current Assets       
Cash and cash equivalents $4.6
   $4.5
 
Receivables, net 143.8
   139.1
 
Related party receivables 82.1
   67.2
 
Accounts receivable pledged as collateral 130.0
   110.0
 
Fuel inventories, at average cost 62.1
   72.9
 
Materials and supplies, at average cost 126.1
   118.9
 
Deferred refueling outage costs 10.2
   22.3
 
Refundable income taxes 
   12.7
 
Prepaid expenses and other assets 26.9
   27.9
 
Total 585.8
   575.5
 
Utility Plant, at Original Cost  
    
 
Electric 10,120.8
   9,925.1
 
Less - accumulated depreciation 4,012.7
   3,858.4
 
Net utility plant in service 6,108.1
   6,066.7
 
Construction work in progress 310.8
   300.4
 
Nuclear fuel, net of amortization of $196.2 and $172.1 64.9
   62.0
 
Total 6,483.8
   6,429.1
 
Investments and Other Assets  
    
 
Nuclear decommissioning trust fund 247.5
   222.9
 
Regulatory assets 761.4
   801.8
 
Other 39.1
   29.1
 
Total 1,048.0
   1,053.8
 
Total $8,117.6
   $8,058.4
 
WESTAR ENERGY, INC.
Consolidated Balance Sheets
(Unaudited)
    
 June 30 December 31
 2019 2018
ASSETS(millions, except share amounts)
CURRENT ASSETS:       
Cash and cash equivalents $4.3
   $44.5
 
Receivables, net 142.3
   84.3
 
Related party receivables 1.7
   2.6
 
Accounts receivable pledged as collateral 152.0
   185.0
 
Fuel inventory and supplies 268.3
   276.8
 
Income taxes receivable 5.6
   42.7
 
Regulatory assets 85.8
   97.1
 
Prepaid expenses and other assets 29.4
   35.0
 
Total Current Assets 689.4
   768.0
 
PROPERTY, PLANT AND EQUIPMENT, NET 9,732.2
   9,718.3
 
PROPERTY, PLANT AND EQUIPMENT OF VARIABLE INTEREST ENTITIES, NET 169.3
   169.2
 
OTHER ASSETS:  
    
 
Regulatory assets 694.3
   700.4
 
Nuclear decommissioning trust fund 256.7
   227.5
 
Other 265.6
   233.4
 
Total Other Assets 1,216.6
   1,161.3
 
TOTAL ASSETS $11,807.5
   $11,816.8
 
The disclosures regarding Westar Energy included in the accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.

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WESTAR ENERGY, INC.
Consolidated Balance Sheets
(Unaudited)
  
 June 30 December 31
 2019 2018
LIABILITIES AND EQUITY(millions, except share amounts)
CURRENT LIABILITIES:       
Current maturities of long-term debt $
   $300.0
 
Current maturities of long-term debt of variable interest entities 32.3
   30.3
 
Notes payable and commercial paper 737.0
   411.7
 
Collateralized note payable 152.0
   185.0
 
Accounts payable 103.7
   154.4
 
Related party payables 17.5
   14.9
 
Accrued taxes 100.4
   88.6
 
Accrued interest 45.3
   74.4
 
Regulatory liabilities 24.2
   19.5
 
Asset retirement obligations 17.1
   17.1
 
Other 114.1
   83.0
 
Total Current Liabilities 1,343.6
   1,378.9
 
LONG-TERM LIABILITIES:  
    
 
Long-term debt, net 3,390.6
   3,389.8
 
Long-term debt of variable interest entities, net 18.8
   51.1
 
Deferred income taxes 811.5
   815.4
 
Unamortized investment tax credits 248.5
   249.7
 
Regulatory liabilities 1,117.6
   1,101.8
 
Pension and post-retirement liability 472.3
   474.7
 
Asset retirement obligations 264.9
   264.0
 
Other 153.2
   130.7
 
Total Long-Term Liabilities 6,477.4
   6,477.2
 
Commitments and Contingencies (Note 11) 


   


 
EQUITY:  
     
Westar Energy, Inc. Shareholder's Equity:  
    
 
Common stock - 1,000 shares authorized, $0.01 par value, 1 share issued 2,737.6
   2,737.6
 
Retained earnings 1,277.3
   1,260.6
 
Total Westar Energy, Inc. Shareholder's Equity 4,014.9
   3,998.2
 
Noncontrolling Interests (28.4)   (37.5) 
Total Equity 3,986.5
   3,960.7
 
TOTAL LIABILITIES AND EQUITY $11,807.5
   $11,816.8
 
The disclosures regarding Westar Energy included in the accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.


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WESTAR ENERGY, INC.
Consolidated Statements of Income
(Unaudited)
     
  Three Months Ended
June 30
 Year to Date
June 30
  2019 2018 2019 2018
  (millions)
OPERATING REVENUES $585.5
 $650.9
 $1,182.3
 $1,251.1
OPERATING EXPENSES:        
Fuel and purchased power 107.7
 158.0
 230.4
 293.5
SPP network transmission costs 62.8
 68.4
 126.3
 136.0
Operating and maintenance 127.4
 209.7
 256.0
 349.7
Depreciation and amortization 110.6
 96.1
 220.4
 185.7
Taxes other than income tax 49.4
 42.6
 97.3
 86.6
Total Operating Expenses 457.9
 574.8
 930.4
 1,051.5
INCOME FROM OPERATIONS 127.6
 76.1
 251.9
 199.6
OTHER INCOME (EXPENSE):        
Investment earnings (loss) 0.9
 
 2.4
 (0.4)
Other income 3.4
 1.6
 10.7
 3.6
Other expense (8.5) (10.4) (19.1) (20.9)
Total Other Expense, Net (4.2) (8.8) (6.0) (17.7)
Interest expense 47.5
 44.4
 92.4
 88.2
INCOME BEFORE INCOME TAXES 75.9
 22.9
 153.5
 93.7
Income tax expense (benefit) 9.9
 (53.6) 20.4
 (44.4)
Equity in earnings of equity method investees, net of income taxes 1.2
 1.1
 2.4
 2.4
NET INCOME 67.2
 77.6
 135.5
 140.5
Less: Net income attributable to noncontrolling interests 4.9
 2.6
 8.8
 5.0
NET INCOME ATTRIBUTABLE TO WESTAR ENERGY, INC. $62.3
 $75.0
 $126.7
 $135.5
The disclosures regarding Westar Energy included in the accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.


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WESTAR ENERGY, INC.
Consolidated Statements of Cash Flows
(Unaudited)
 
Year to Date June 302019 2018
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:(millions)
Net income$135.5
 $140.5
Adjustments to reconcile income to net cash from operating activities:   
Depreciation and amortization220.4
 185.7
Amortization of nuclear fuel14.7
 11.2
Amortization of deferred refueling outage6.5
 7.3
Amortization of corporate-owned life insurance9.9
 9.2
Non-cash compensation
 20.0
Net deferred income taxes and credits(6.3) (57.9)
Allowance for equity funds used during construction(0.1) (1.7)
Payments for asset retirement obligations(8.2) (7.2)
Equity in earnings of equity method investees, net of income taxes(2.4) (2.4)
Income from corporate-owned life insurance(14.4) (1.4)
Other(2.7) (2.7)
Changes in working capital items:   
Accounts receivable(49.5) (9.3)
Accounts receivable pledged as collateral33.0
 
Fuel inventory and supplies8.8
 26.9
Prepaid expenses and other current assets7.2
 (23.2)
Accounts payable(19.8) 2.8
Accrued taxes48.9
 43.6
Other current liabilities(36.4) (36.9)
Changes in other assets13.1
 2.4
Changes in other liabilities(9.9) 26.8
Cash Flows from Operating Activities348.3
 333.7
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: 
  
Additions to property, plant and equipment(287.0) (367.7)
Purchase of securities - trusts(9.6) (92.5)
Sale of securities - trusts11.0
 98.4
Investment in corporate-owned life insurance(16.3) (15.9)
Proceeds from investment in corporate-owned life insurance67.8
 4.7
Other investing activities(3.0) (7.7)
Cash Flows used in Investing Activities(237.1) (380.7)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: 
  
Short term debt, net325.3
 212.5
Collateralized short-term debt, net(33.0) 
Retirements of long-term debt(300.0) 
Retirements of long-term debt of variable interest entities(30.3) (28.5)
Borrowings against cash surrender value of corporate-owned life insurance53.1
 53.9
Repayment of borrowings against cash surrender value of corporate-owned life insurance(51.4) (3.0)
Cash dividends paid(110.0) (169.0)
Other financing activities(5.1) (19.1)
Cash Flows (used in) from Financing Activities(151.4) 46.8
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH(40.2) (0.2)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:   
Beginning of period, including restricted cash of $0.0 and $0.1, respectively44.5
 3.5
End of period, including restricted cash of $0.0 and $0.1, respectively$4.3
 $3.3
The disclosures regarding Westar Energy included in the accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.

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WESTAR ENERGY, INC.
Consolidated Statements of Changes in Equity
(Unaudited)
      
 Westar Energy, Inc. Shareholders  
 Common stock sharesCommon stockRetained earningsNon-controlling interestsTotal equity
 (millions, except share amounts)
Balance as of December 31, 2017142,094,275
$2,734.8
$1,173.3
$(47.7)$3,860.4
Net income

60.5
2.4
62.9
Issuance of stock for compensation and reinvested dividends, net of tax withholding138,828
(3.7)

(3.7)
Dividends declared on common stock

(57.7)
(57.7)
Stock compensation expense
2.5


2.5
Balance as of March 31, 2018142,233,103
2,733.6
1,176.1
(45.3)3,864.4
Net income

75.0
2.6
77.6
Issuance of stock for compensation and reinvested dividends, net of tax withholding378,162
(13.5)

(13.5)
Stock cancelled pursuant to Amended Merger Agreement(142,611,264)



Dividends declared on common stock

(57.8)
(57.8)
Stock compensation expense
17.4


17.4
Other
0.1


0.1
Balance as of June 30, 20181
$2,737.6
$1,193.3
$(42.7)$3,888.2
      
Balance as of December 31, 20181
$2,737.6
$1,260.6
$(37.5)$3,960.7
Net income

64.4
3.9
68.3
Dividends declared on common stock

(110.0)
(110.0)
Consolidation of noncontrolling interests


3.8
3.8
Distributions to shareholders of noncontrolling interests


(1.4)(1.4)
Balance as of March 31, 20191
2,737.6
1,215.0
(31.2)3,921.4
Net income

62.3
4.9
67.2
Distributions to shareholders of noncontrolling interests


(2.1)(2.1)
Balance as of June 30, 20191
$2,737.6
$1,277.3
$(28.4)$3,986.5
The disclosures regarding Westar Energy included in the accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.


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KANSAS CITY POWER & LIGHT COMPANY
Consolidated Balance Sheets
(Unaudited)
    
 June 30 December 31
 2019 2018
ASSETS(millions, except share amounts)
CURRENT ASSETS:       
Cash and cash equivalents $3.0
   $2.6
 
Receivables, net 86.7
   62.7
 
Related party receivables 81.7
   101.8
 
Accounts receivable pledged as collateral 110.0
   130.0
 
Fuel inventory and supplies 167.5
   177.6
 
Regulatory assets 89.5
   130.9
 
Prepaid expenses 25.2
   20.1
 
Other assets 20.2
   16.8
 
Total Current Assets 583.8
   642.5
 
PROPERTY, PLANT AND EQUIPMENT, NET 6,764.0
   6,688.1
 
OTHER ASSETS:  
    
 
Regulatory assets 472.1
   495.2
 
Nuclear decommissioning trust fund 279.0
   244.6
 
Other 137.6
   50.1
 
Total Other Assets 888.7
   789.9
 
TOTAL ASSETS $8,236.5
   $8,120.5
 
The disclosures regarding KCP&L included in the accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.


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KANSAS CITY POWER & LIGHT COMPANY
Consolidated Balance Sheets
(Unaudited)

    
 September 30 December 31
 2017 2016
LIABILITIES AND CAPITALIZATION(millions, except share amounts)
Current Liabilities       
Collateralized note payable $130.0
   $110.0
 
Commercial paper 72.0
   132.9
 
Current maturities of long-term debt 350.0
   281.0
 
Accounts payable 154.1
   231.6
 
Accrued taxes 137.2
   27.0
 
Accrued interest 40.5
   32.4
 
Accrued compensation and benefits 51.9
   52.1
 
Pension and post-retirement liability 1.6
   1.6
 
Other 44.0
   11.4
 
Total 981.3
   880.0
 
Deferred Credits and Other Liabilities  
    
 
Deferred income taxes 1,266.4
   1,228.3
 
Deferred tax credits 122.0
   122.8
 
Asset retirement obligations 228.7
   278.0
 
Pension and post-retirement liability 473.1
   465.8
 
Regulatory liabilities 201.6
   187.4
 
Other 72.3
   70.6
 
Total 2,364.1
   2,352.9
 
Capitalization  
    
 
Common shareholder's equity  
    
 
Common stock - 1,000 shares authorized without par value  
    
 
1 share issued, stated value 1,563.1
   1,563.1
 
Retained earnings 977.8
   982.6
 
Accumulated other comprehensive loss (0.4)   (4.2) 
Total 2,540.5
   2,541.5
 
Long-term debt (Note 11) 2,231.7
   2,284.0
 
Total 4,772.2
   4,825.5
 
Commitments and Contingencies (Note 13) 

   

 
Total $8,117.6
   $8,058.4
 
KANSAS CITY POWER & LIGHT COMPANY
Consolidated Balance Sheets
(Unaudited)
  
 June 30 December 31
 2019 2018
LIABILITIES AND EQUITY(millions, except share amounts)
CURRENT LIABILITIES:       
Current maturities of long-term debt $
   $400.0
 
Notes payable and commercial paper 226.7
   176.9
 
Collateralized note payable 110.0
   130.0
 
Accounts payable 136.2
   211.1
 
Accrued taxes 90.5
   39.7
 
Accrued interest 25.2
   28.9
 
Regulatory liabilities 8.4
   52.8
 
Asset retirement obligations 30.6
   29.2
 
Accrued compensation benefits 47.4
   52.5
 
Other 31.0
   17.2
 
Total Current Liabilities 706.0
   1,138.3
 
LONG-TERM LIABILITIES:  
    
 
Long-term debt, net 2,524.3
   2,130.1
 
Deferred income taxes 625.1
   631.8
 
Unamortized investment tax credits 120.2
   120.7
 
Regulatory liabilities 802.3
   794.3
 
Pension and post-retirement liability 510.3
   491.9
 
Asset retirement obligations 244.5
   231.8
 
Other 192.8
   81.8
 
Total Long-Term Liabilities 5,019.5
   4,482.4
 
Commitments and Contingencies (Note 11) 


   


 
EQUITY:  
    
 
Common stock - 1,000 shares authorized, without par value, 1 share issued, stated value 1,563.1
   1,563.1
 
Retained earnings 943.0
   932.6
 
Accumulated other comprehensive income 4.9
   4.1
 
Total Equity 2,511.0
   2,499.8
 
TOTAL LIABILITIES AND EQUITY $8,236.5
   $8,120.5
 
The disclosures regarding KCP&L included in the accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.


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KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Comprehensive Income
(Unaudited)
     
  
Three Months Ended
 September 30
 Year to Date
September 30
  2017 2016 2017 2016
Operating Revenues (millions)
Electric revenues $595.7
 $597.6
 $1,474.3
 $1,474.1
Operating Expenses      
  
Fuel and purchased power 124.1
 118.5
 314.4
 298.7
Transmission 19.8
 14.5
 52.9
 44.8
Operating and maintenance expenses 125.6
 131.9
 374.2
 379.6
Costs to achieve the anticipated merger with Westar Energy, Inc. (1.5) 
 10.3
 
Depreciation and amortization 66.3
 61.9
 199.9
 184.1
General taxes 51.4
 51.0
 140.2
 136.9
Other 0.1
 0.6
 0.5
 2.3
Total 385.8
 378.4
 1,092.4
 1,046.4
Operating income 209.9
 219.2
 381.9
 427.7
Other Income (Expense)        
Non-operating income 2.7
 3.6
 6.9
 7.5
Non-operating expenses (2.0) (1.9) (6.4) (5.6)
Total 0.7
 1.7
 0.5
 1.9
Interest charges (34.3) (34.7) (105.5) (104.9)
Income before income tax expense 176.3
 186.2
 276.9
 324.7
Income tax expense (62.2) (68.5) (99.0) (116.5)
Net income $114.1
 $117.7
 $177.9
 $208.2
Comprehensive Income      
  
Net income $114.1
 $117.7
 $177.9
 $208.2
Other comprehensive income      
  
Derivative hedging activity      
  
Reclassification to expenses, net of tax 1.2
 1.2
 3.8
 4.0
Derivative hedging activity, net of tax 1.2
 1.2
 3.8
 4.0
Total other comprehensive income 1.2
 1.2
 3.8
 4.0
Comprehensive income $115.3
 $118.9
 $181.7
 $212.2
KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Comprehensive Income
(Unaudited)
     
  Three Months Ended
June 30
 Year to Date
June 30
  2019 2018 2019 2018
  (millions)
OPERATING REVENUES $437.0
 $452.2
 $862.4
 $849.3
OPERATING EXPENSES:      
  
Fuel and purchased power 116.2
 132.5
 251.1
 250.0
Operating and maintenance 108.0
 104.5
 230.0
 227.2
Depreciation and amortization 79.9
 70.2
 158.8
 137.1
Taxes other than income tax 31.0
 30.3
 63.7
 59.3
Total Operating Expenses 335.1
 337.5
 703.6
 673.6
INCOME FROM OPERATIONS 101.9
 114.7
 158.8
 175.7
OTHER INCOME (EXPENSE):        
Investment earnings 0.6
 0.8
 1.4
 1.4
Other income 0.3
 (1.5) 1.1
 1.5
Other expense (5.8) (6.0) (10.8) (13.9)
Total Other Expense, Net (4.9) (6.7) (8.3) (11.0)
Interest expense 29.6
 34.6
 63.4
 67.6
INCOME BEFORE INCOME TAXES 67.4
 73.4
 87.1
 97.1
Income tax expense 8.0
 48.8
 11.7
 52.3
NET INCOME $59.4
 $24.6
 $75.4
 $44.8
COMPREHENSIVE INCOME        
NET INCOME $59.4
 $24.6
 $75.4
 $44.8
OTHER COMPREHENSIVE INCOME:        
Derivative hedging activity        
Reclassification to expenses, net of tax: (0.1) 1.0
 0.8
 1.9
Derivative hedging activity, net of tax (0.1) 1.0
 0.8
 1.9
Total other comprehensive income (0.1) 1.0
 0.8
 1.9
COMPREHENSIVE INCOME $59.3
 $25.6
 $76.2
 $46.7
The disclosures regarding KCP&L included in the accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.



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KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Cash Flows
(Unaudited)
        
Year to Date September 30 2017   2016 
Cash Flows from Operating Activities(millions) 
Net income $177.9
   $208.2
 
Adjustments to reconcile income to net cash from operating activities:      
 
Depreciation and amortization 199.9
   184.1
 
Amortization of:  
    
 
Nuclear fuel 24.1
   22.4
 
Other 23.4
   25.6
 
Deferred income taxes, net 33.4
   74.0
 
Investment tax credit amortization (0.8)   (0.8) 
Other operating activities (Note 3) 68.7
   74.7
 
Net cash from operating activities 526.6
   588.2
 
Cash Flows from Investing Activities  
    
 
Utility capital expenditures (295.1)   (286.1) 
Allowance for borrowed funds used during construction (4.2)   (3.8) 
Purchases of nuclear decommissioning trust investments (23.8)   (23.7) 
Proceeds from nuclear decommissioning trust investments 21.3
   21.2
 
Net money pool lending 
   (11.1) 
Other investing activities (17.0)   (23.8) 
Net cash from investing activities (318.8)   (327.3) 
Cash Flows from Financing Activities  
    
 
Issuance of long-term debt 299.2
   
 
Issuance fees (3.0)   (0.2) 
Repayment of long-term debt (281.0)   
 
Net change in short-term borrowings (60.9)   (180.3) 
Net change in collateralized short-term borrowings 20.0
   
 
Dividends paid to Great Plains Energy (182.0)   (77.0) 
Net cash from financing activities (207.7)   (257.5) 
Net Change in Cash and Cash Equivalents 0.1
   3.4
 
Cash and Cash Equivalents at Beginning of Year 4.5
   2.3
 
Cash and Cash Equivalents at End of Period $4.6
   $5.7
 
KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Cash Flows
(Unaudited)
    
Year to Date June 302019 2018
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:(millions)
Net income$75.4
 $44.8
Adjustments to reconcile income to net cash from operating activities:   
Depreciation and amortization158.8
 137.1
Amortization of nuclear fuel14.8
 11.2
Amortization of deferred refueling outage6.5
 7.1
Net deferred income taxes and credits(28.0) 24.7
Allowance for equity funds used during construction(0.3) (1.1)
Payments for asset retirement obligations(1.4) (6.3)
Other0.5
 1.5
Changes in working capital items:   
Accounts receivable(3.7) (33.3)
Accounts receivable pledged as collateral20.0
 
Fuel inventory and supplies10.1
 (0.1)
Prepaid expenses and other current assets24.4
 (11.6)
Accounts payable(66.5) (86.3)
Accrued taxes50.8
 75.2
Other current liabilities(54.6) 19.4
Changes in other assets24.9
 10.9
Changes in other liabilities17.8
 50.7
Cash Flows from Operating Activities249.5
 243.9
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: 
  
Additions to property, plant and equipment(208.6) (225.2)
Purchase of securities - trusts(17.5) (20.4)
Sale of securities - trusts13.4
 16.2
Other investing activities2.4
 2.9
Cash Flows used in Investing Activities(210.3) (226.5)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: 
  
Short term debt, net49.8
 154.9
Collateralized short-term debt, net(20.0) 
Proceeds from long-term debt393.4
 296.6
Retirements of long-term debt(400.0) (350.0)
Cash dividends paid(65.0) (120.0)
Other financing activities3.0
 2.9
Cash Flows from Financing Activities(38.8) (15.6)
NET CHANGE IN CASH AND CASH EQUIVALENTS0.4
 1.8
CASH AND CASH EQUIVALENTS:   
Beginning of period2.6
 2.2
End of period$3.0
 $4.0
The disclosures regarding KCP&L included in the accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.


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KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Common Shareholder's Equity
(Unaudited)
    
Year to Date September 302017 2016
 Shares Amount Shares Amount
 (millions, except share amounts)
Common Stock1
 $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
KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Changes in Equity
(Unaudited)
  
  Common stock shares Common Stock Retained earnings AOCI - Net gains (losses) on cash flow hedges Total Equity
  (millions, except share amounts)
Balance as of December 31, 20171
$1,563.1
$949.7
$0.4
$2,513.2
Net income

20.2

20.2
Dividends declared on common stock

(60.0)
(60.0)
Derivative hedging activity, net of tax


0.9
0.9
Balance as of March 31, 20181
1,563.1
909.9
1.3
2,474.3
Net income

24.6

24.6
Dividends declared on common stock

(60.0)
(60.0)
Derivative hedging activity, net of tax


1.0
1.0
Balance as of June 30, 20181
$1,563.1
$874.5
$2.3
$2,439.9
      
Balance as of December 31, 20181
$1,563.1
$932.6
$4.1
$2,499.8
Net income

16.0

16.0
Derivative hedging activity, net of tax


0.9
0.9
Balance as of March 31, 20191
1,563.1
948.6
5.0
2,516.7
Net income

59.4

59.4
Dividends declared on common stock

(65.0)
(65.0)
Derivative hedging activity, net of tax


(0.1)(0.1)
Balance as of June 30, 20191
$1,563.1
$943.0
$4.9
$2,511.0
The disclosures regarding KCP&L included in the accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.


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GREAT PLAINSEVERGY, INC.
WESTAR ENERGY, INCORPORATEDINC.
KANSAS CITY POWER & LIGHT COMPANY
Combined Notes to Unaudited Consolidated Financial Statements
The notes to unaudited consolidated financial statements that follow are a combined presentation for Great PlainsEvergy, Inc., Westar Energy, IncorporatedInc. and Kansas City Power & Light Company, bothall registrants under this filing.  The terms "Great Plains"Evergy," "Westar Energy," "Company," "KCP&L" and "Companies""Evergy Companies" are used throughout this report.  "Great Plains"Evergy" refers to Evergy, Inc. and its consolidated subsidiaries, unless otherwise indicated.  "Westar Energy" and the "Company" referrefers to Great PlainsWestar Energy, IncorporatedInc. and its consolidated subsidiaries, unless otherwise indicated. "KCP&L" refers to Kansas City Power & Light Company and its consolidated subsidiaries. "Companies"subsidiaries, unless otherwise indicated. "Evergy Companies" refers to Great PlainsEvergy, Westar Energy, Incorporated and its consolidated subsidiaries and KCP&L, and itscollectively, which are individual registrants within the Evergy consolidated subsidiaries.group. The Evergy Companies' interim financial statements reflect all adjustments (which include normal, recurring adjustments) that are necessary, in the opinion of management, for a fair presentation of the results for the interim periods presented.  
1. SUMMARYORGANIZATION AND BASIS OF SIGNIFICANT ACCOUNTING POLICIESPRESENTATION
Organization
Great Plains Energy, a Missouri corporation incorporated in 2001,Evergy is a public utility holding company incorporated in 2017 and does not own or operate any significant assets other thanheadquartered in Kansas City, Missouri. Evergy operates primarily through the stockfollowing wholly-owned direct subsidiaries:
Westar Energy is an integrated, regulated electric utility that provides electricity to customers in the state of its subsidiaries and cash and cash equivalents.  Great Plains Energy's wholly owned direct subsidiariesKansas. Westar Energy has one active wholly-owned subsidiary with significant operations, are as follows:Kansas Gas and Electric Company (KGE).
KCP&L is an integrated, regulated electric utility that provides electricity to customers primarily in the states of Missouri and Kansas.  KCP&L has one active wholly owned subsidiary, Kansas City Power & Light Receivables Company (KCP&L Receivables Company).
KCP&L Greater Missouri Operations 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 two active wholly owned subsidiaries, GMO Receivables Company and MPS Merchant Services, Inc. (MPS Merchant).  MPS Merchant has certain long-term natural gas contracts remaining from its former non-regulated trading operations.
Great Plains Energy also wholly owns GPE Transmission Holding Company, LLC (GPETHC). GPETHC owns 13.5% of Transource Energy, LLC (Transource) with the remaining 86.5% owned by AEP Transmission Holding Company, LLC, (AEPTHC), a subsidiary of American Electric Power Company, Inc. (AEP). Transource is focused on the development of competitive electric transmission projects. GPETHC accounts for its investment in Transource under the equity method. Transource
Westar Energy also owns a 50% interest in Prairie Wind Transmission, LLC (Prairie Wind), which is focused ona joint venture between Westar Energy and affiliates of AEP and Berkshire Hathaway Energy Company. Prairie Wind owns a 108-mile, 345 kV double-circuit transmission line that provides transmission service in the developmentSouthwest Power Pool, Inc. (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 conduct business in their respective service territories using the name KCP&L. Collectively, the Evergy Companies have approximately 14,500 MWs of competitive electricowned generating capacity and renewable purchased power agreements and engage in the generation, transmission, projects. distribution and sale of electricity to approximately 1.6 million customers in the states of Kansas and Missouri.
EachEvergy was incorporated in 2017 as Monarch Energy Holding, Inc. (Monarch Energy), a wholly-owned subsidiary of Great Plains Energy Incorporated (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 other than those required for its formation and matters contemplated by the Amended and Restated Agreement and Plan of Merger, dated as of July 9, 2017, by and among Great Plains Energy, Westar Energy, Monarch Energy and King Energy, Inc. (King Energy), a wholly-owned subsidiary of Monarch Energy (Amended Merger Agreement). On June 4, 2018, in accordance with the Amended Merger Agreement, Great Plains Energy merged into Evergy, with Evergy surviving the merger and King Energy merged into Westar Energy, with Westar Energy surviving the merger. These merger transactions

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resulted in Evergy becoming the parent entity of 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 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.
Basis of Presentation
These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these unaudited consolidated financial statements do not include all of the information and notes required by GAAP for annual financial statements and should be read in conjunction with the consolidated financial statements in the Evergy Companies' combined 2018 Form 10-K.
These unaudited consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments necessary to fairly present the unaudited consolidated financial statements for each of the Evergy Companies for these interim periods. In preparing financial statements that conform to GAAP, management must make estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenues and expenses, and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
Principles of Consolidation
Westar Energy was determined to be the accounting acquirer in the merger and thus, the predecessor of Evergy. 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 June 4, 2018, the date of the closing of the merger, and thereafter.
Each of Evergy's, Westar Energy's and KCP&L's unaudited consolidated financial statements includes the accounts of their subsidiaries.subsidiaries and variable interest entities (VIEs) of which they are the primary beneficiary. Undivided interests in jointly-owned generation facilities are included on a proportionate basis.  Intercompany transactions have been eliminated. The Evergy Companies assess financial performance and allocate resources on a consolidated basis (i.e., operate in one segment).
Great Plains Energy's sole reportable business segment is electric utility.  See Note 19Fuel Inventory and Supplies
The Evergy Companies record fuel inventory and supplies at average cost. The following table separately states the balances for additional information.fuel inventory and supplies.
Basic
 June 30December 31
  2019  2018 
Evergy (millions) 
Fuel inventory $150.9
  $168.9
 
Supplies 337.8
  342.1
 
Fuel inventory and supplies $488.7
  $511.0
 
Westar Energy   
Fuel inventory $85.4
  $87.8
 
Supplies 182.9
  189.0
 
Fuel inventory and supplies $268.3
  $276.8
 
KCP&L  
   
 
Fuel inventory $45.6
  $57.8
 
Supplies 121.9
  119.8
 
Fuel inventory and supplies $167.5
  $177.6
 


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Property, Plant and Diluted Equipment
The following tables summarize the property, plant and equipment of Evergy, Westar Energy and KCP&L.
June 30, 2019 Evergy Westar Energy KCP&L
  (millions)
Electric plant in service $27,357.0
 $13,349.9
 $10,634.9
Electric plant acquisition adjustment 740.6
 740.6
 
Accumulated depreciation (9,984.6) (4,792.3) (4,149.3)
Plant in service, net 18,113.0
 9,298.2
 6,485.6
Construction work in progress 665.0
 361.3
 205.8
Nuclear fuel, net 144.3
 71.7
 72.6
Plant to be retired, net(a)
 1.0
 1.0
 
Property, plant and equipment, net $18,923.3
 $9,732.2
 $6,764.0
       
December 31, 2018 Evergy Westar Energy KCP&L
  (millions)
Electric plant in service $26,916.7
 $13,176.7
 $10,439.1
Electric plant acquisition adjustment 740.6
 740.6
 
Accumulated depreciation (9,694.1) (4,642.8) (4,022.4)
Plant in service, net 17,963.2
 9,274.5
 6,416.7
Construction work in progress 685.2
 376.7
 204.4
Nuclear fuel, net 133.1
 66.1
 67.0
Plant to be retired, net(a)
 1.0
 1.0
 
Property, plant and equipment, net $18,782.5
 $9,718.3
 $6,688.1
(a) As of June 30, 2019, and December 31, 2018, represents the planned retirement of Westar Energy analog meters prior to the end of their remaining useful lives.

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Other Income (Expense), Net
The table below shows the detail of other expense for each of the Evergy Companies.
 Three Months Ended
June 30
 Year to Date
June 30
 2019 2018 2019 2018
Evergy(millions)
Non-service cost component of net benefit cost$(14.1) $(9.5) $(27.2) $(15.2)
Other(4.0) (4.3) (10.3) (9.2)
Other expense$(18.1) $(13.8) $(37.5) $(24.4)
Westar Energy       
Non-service cost component of net benefit cost$(5.2) $(6.1) $(9.6) $(11.8)
Other(3.3) (4.3) (9.5) (9.1)
Other expense$(8.5) $(10.4) $(19.1) $(20.9)
KCP&L(a)
       
Non-service cost component of net benefit cost$(5.2) $(6.3) $(10.3) $(13.0)
Other(0.6) 0.3
 (0.5) (0.9)
Other expense$(5.8) $(6.0) $(10.8) $(13.9)
(a)KCP&L amounts are included in consolidated Evergy from June 4, 2018, the date of the closing of the merger, and thereafter.
Earnings (Loss) per CommonPer Share Calculation
To determinecompute basic earnings (loss) per common share (EPS), preferred stock dividend requirements and redemption premium are deducted fromEvergy divides net income (loss) before dividingattributable to Evergy, Inc. by the weighted average number of common shares outstanding. To determine dilutedDiluted EPS preferred stock dividend requirements and redemption premium are deducted from net income (loss) before dividing byincludes the diluted average numbereffect of issuable common shares outstanding. The effect of dilutive securities assumes the issuance of common shares applicable toresulting from restricted share units (RSUs), performance shares and restricted stock calculatedstock. Evergy computes the dilutive effects of potential issuances of common shares using the treasury stock method.


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The following table reconciles Great Plains Energy'sEvergy's basic and diluted EPS.
 Three Months Ended
June 30
 Year to Date
June 30
 2019 2018 2019 2018
Income(millions, except per share amounts)
Net income$144.6
 $104.4
 $248.0
 $167.3
Less: net income attributable to noncontrolling interests4.9
 2.6
 8.8
 5.0
Net income attributable to Evergy, Inc.$139.7
 $101.8
 $239.2
 $162.3
Common Shares Outstanding     
  
Weighted average number of common shares outstanding - basic243.2
 180.9
 248.0
 161.9
Add: effect of dilutive securities0.2
 0.1
 0.2
 0.1
Weighted average number of common shares outstanding - dilutive243.4
 181.0
 248.2
 162.0
Basic and Diluted EPS$0.57
 $0.56
 $0.96
 $1.00
 
Three Months Ended
 September 30
 Year to Date
September 30
 2017 2016 2017 2016
Income (loss)(millions, except per share amounts)
Net income (loss)$10.5
 $133.6
 $(6.1) $192.0
Less: preferred stock dividend requirements and redemption premium7.1
 0.9
 37.3
 1.7
Earnings (loss) available for common shareholders$3.4
 $132.7
 $(43.4) $190.3
Common Shares Outstanding   
  
  
Average number of common shares outstanding215.6
 154.6
 215.5
 154.5
Add: effect of dilutive securities0.1
 0.3
 
 0.4
Diluted average number of common shares outstanding215.7
 154.9
 215.5
 154.9
Basic and diluted EPS$0.02
 $0.86
 $(0.20) $1.23


There were no anti-dilutive sharessecurities excluded from the computation of diluted EPS for the three months ended SeptemberJune 30, 20172019 and 2016 or for2018 and year to date SeptemberJune 30, 2016.2019. Anti-dilutive shares excluded from the computation of diluted EPS for year to date SeptemberJune 30, 20172018, were 53,079172,431 performance shares and 136,970 restricted stock shares.
Dividends Declared
In October 2017, Great Plains Energy'sAugust 2019, Evergy's Board of Directors (Great Plains Energy(Evergy Board) declared a quarterly dividend of $0.275$0.475 per share on Great Plains Energy'sEvergy's common stock. The common dividend is payable DecemberSeptember 20, 2017,2019, to shareholders of record as of November 29, 2017. August 30, 2019.


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In October 2017,August 2019, KCP&L's Board of Directors declared a cash dividend payable to Great Plains EnergyEvergy of $30.0$70.0 million, payable on Decemberno later than September 19, 2017.2019.
Supplemental Cash Flow Information
Year to Date June 30 2019 2018
Evergy (millions)
Cash paid for (received from):    
Interest, net of amounts capitalized $173.9
 $93.8
Interest of VIEs 1.0
 1.3
Income taxes, net of refunds (17.7) 
Non-cash investing transactions:    
Property, plant and equipment additions (reductions) 93.1
 (37.1)
Non-cash financing transactions:    
Issuance of stock for compensation and reinvested dividends (0.3) 0.2
Westar Energy  
Cash paid for (received from):    
Interest, net of amounts capitalized $76.9
 $77.5
Interest of VIEs 1.0
 1.3
Income taxes, net of refunds (10.4) 
Non-cash investing transactions:    
Property, plant and equipment additions (reductions) 24.2
 (37.2)
KCP&L(a)
  
Cash paid for (received from):    
Interest, net of amounts capitalized $64.6
 $68.3
Income taxes, net of refunds 17.5
 (7.4)
Non-cash investing transactions:    
Property, plant and equipment additions 64.5
 22.2
(a) KCP&L amounts are included in consolidated Evergy from June 4, 2018, the date of the closing of the merger, and thereafter.
See Note 15 for supplemental cash flow information regarding the Evergy Companies' leases.
New Accounting Standards
Intangibles - Internal-Use Software
In March 2017,August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-07, Compensation-Retirement Benefits2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which requiresaligns the requirements for recording implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. An entity in a hosting arrangement that is a service contract will need to determine to which project stage (that is, preliminary project stage, application development stage or post-implementation stage) an employer to disaggregate the service cost component from the other components of net benefit cost. The service cost component is to be reportedimplementation activity relates. Costs for implementation activities in the same line item or itemsapplication development stage are recorded as other compensationa prepaid asset depending on the nature of the costs, arising from services rendered by the pertinent employeeswhile costs incurred during the period. The non-service cost componentspreliminary project and post-implementation stages are expensed as the activities occur. Costs that are recorded to a prepaid asset are to be reported separately from service costs and outsideexpensed over the term of a subtotal of income from operations. The amendments in this update allow only the service cost component to be eligible for capitalization as part of utility plant. The non-service cost components that are no longer eligible for capitalization as part of utility plant will be recorded as a regulatory asset.hosting arrangement. The new guidance is toeffective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years. The new guidance can be applied either retrospectively foror prospectively to all implementation costs incurred after the presentationdate of service cost and non-service cost components in the income statement and prospectively for the capitalization of the service cost component.adoption. Early adoption is permitted. The Evergy Companies plan to adoptearly adopted ASU No. 2017-07 on2018-15 prospectively as of January 1, 2018, and do2019. The adoption of ASU No. 2018-15 did not expect it to have a material impact on their consolidated financial statements as the impactsEvergy Companies.


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Table of adoption will be limited to changes in the classification of non-service cost.Contents
In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation, which is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. The Companies adopted ASU No. 2016-09 on January 1, 2017. The cumulative effect from the adoption of ASU No. 2016-09 was insignificant to Great Plains Energy's consolidated financial statements and resulted in a reduction to retained earnings of $0.7 million for KCP&L. The Companies have elected to adopt the cash flow presentation of the excess tax benefits as an operating activity prospectively and no prior periods have been adjusted.

Leases
In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires an entity that is a lessee to record a right-of-use asset and a lease liability for lease payments on the balance sheet for all leases with terms longer than

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12 months.  Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement.  The newLessor accounting remains largely unchanged. In January 2018, the FASB issued ASU No. 2018-01, Leases: Land Easement Practical Expedient for Transition to Topic 842, which permits entities to elect an optional transition practical expedient to not evaluate, under Topic 842, land easements that exist or expired before the entity's adoption of Topic 842 and that were not previously accounted for as leases under Topic 840. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, which updates narrow aspects of the guidance issued in ASU No. 2016-02. Also in July 2018, the FASB issued ASU No. 2018-11, Leases: Targeted Improvements, which provides an optional transition method that allows entities to initially apply Topic 842 at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without restating prior periods. In December 2018, the FASB issued ASU No. 2018-20, Leases: Narrow-Scope Improvements for Lessors, which is expected to reduce a lessor's implementation and ongoing costs associated with applying ASU No. 2016-02. In March 2019, the FASB issued ASU No. 2019-01, Leases: Codification Improvements, which clarifies certain lessor accounting and interim reporting requirements. ASU No. 2016-02 and the subsequent amendments are effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted, and is required to be applied usingrequires a modified retrospective transition approach.  Great Plains Energy and KCP&L plan with an option to adopteither adjust or not adjust comparative periods.
The Evergy Companies adopted the new guidance on January 1, 2019. The Companies expect that2019, without adjusting comparative periods for all leases existing as of January 1, 2019, by electing the new guidance will affect the balance sheetoptional transition method permitted by increasing theASU No. 2018-11. As a result, Evergy, Westar Energy and KCP&L recorded an increase to assets and liabilities recorded related to operating leasesof approximately $110 million, $40 million and continue to evaluate the effect that ASU No. 2016-02 will have on their income statement, statement$80 million, respectively, as of cash flows and related disclosures.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in Generally Accepted Accounting Principles (GAAP) when it becomes effective. In August 2015, the FASB issued ASU No. 2015-14, deferring the effective date of ASU No. 2014-09 one year, from January 1, 2017, to January 1, 2018.2019. Westar Energy and KCP&L have certain lease transactions between them for which the related assets and liabilities are eliminated at consolidated Evergy. The Companies plan to adopt ASU No. 2014-09 on January 1, 2018. The standard permits the useadoption of either the full retrospective or modified retrospective transition method. The Companies plan to apply the guidance using the modified retrospective transition method. The Companies have completed a review of their revenue arrangements and doTopic 842 did not expect the standard to have a material impact on the amountEvergy Companies' consolidated statements of income and comprehensive income and there was no cumulative-effect adjustment recorded to the opening balance of retained earnings. The Evergy Companies also elected a practical expedient to forgo reassessing existing or timingexpired contracts as leases to determine whether each is in scope of revenue recognition within their consolidated financial statements. Great Plains EnergyTopic 842 and KCP&L continue to evaluateforgo reassessing lease classification for existing and expired leases.
See Note 15 for additional disclosures about the disclosure requirements and internal control impacts of the new standard on their consolidated financial statements and will finalize these evaluations by the end of 2017.Evergy Companies' leases.
2. ANTICIPATED MERGER WITHOF GREAT PLAINS ENERGY AND WESTAR ENERGY INC.
Description of Merger Transaction
On May 29, 2016,June 4, 2018, Evergy completed the mergers contemplated by the Amended Merger Agreement. As a result of the mergers, Great Plains Energy enteredmerged into an AgreementEvergy, with Evergy surviving the merger and Plan of Merger (Original Merger Agreement) by and among Great PlainsKing Energy merged into Westar Energy, Inc. (Westar),with Westar Energy surviving the merger. Following the completion of these mergers, Westar Energy and from and after its accession to the Original Merger Agreement, GP Star, Inc., a Kansas corporation and wholly owned subsidiarydirect subsidiaries of Great Plains Energy, (GP Star). Pursuant to the Original Merger Agreement, Great Plains Energy would have acquired Westar for (i) $51.00 in cash and (ii) a number of shares of Great Plains Energy common stock, equal to an exchange ratio for each share of Westar common stock issued and outstanding immediately prior to the effective time of the merger, with Westar becoming a wholly owned subsidiary of Great Plains Energy. The acquisition was subject to various shareholder and regulatory approvals, including from The State Corporation Commission of the State of Kansas (KCC), the Public Service Commission of the State of Missouri (MPSC), and The Federal Energy Regulatory Commission (FERC).
On April 19, 2017, KCC issued an order denying Great Plains Energy's, KCP&L's and Westar's joint application for approval of the acquisition of Westar by Great Plains Energy citing concerns with the purchase price, Great Plains Energy's capital structure, quantifiable and demonstrable customer benefits and staffing levels in Westar's service territory, among other items.
On July 9, 2017, Great Plains Energy entered into an Amended and Restated Agreement and Plan of Merger (Amended Merger Agreement) by and among Great Plains Energy, Westar, Monarch Energy Holding, Inc., a Missouri corporation (Holdco), and King Energy, Inc., a Kansas corporation and wholly owned subsidiary of Holdco (Merger Sub). Pursuant to the Amended Merger Agreement, subject to the satisfaction or waiver of certain conditions, Great Plains Energy will merge with and into Holdco, with Holdco surviving such merger, and Merger Sub will merge with and into Westar, with Westar surviving such merger. Pursuant to the Amended Merger Agreement, at closing 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.GMO, became wholly-owned subsidiaries of Evergy.
The anticipated merger with Westar has beenwas structured as a merger of equals in a tax-free exchange of shares that involvesinvolved no premium paid or received with respect to either Great Plains Energy or Westar. Following the completionWestar Energy. As a result of the anticipated merger, Westar shareholders will own approximately 52.5 percent and Great Plains Energy shareholders will own approximately 47.5 percentclosing of the combined company.

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Regulatory and Shareholder Approvals
Great Plains Energy's anticipated merger with Westar was unanimously approved by the Great Plains Energy Board and Westar's Board of Directors (Westar Board). The anticipated merger remains subject to the approval of Great Plains Energy's and Westar's shareholders; regulatory approvals from KCC, the MPSC, the Nuclear Regulatory Commission (NRC), FERC, The Federal Communications Commission (FCC); Hart-Scott-Rodino (HSR) antitrust review; as well as other customary conditions.
KCC Approval
In August 2017, Great Plains Energy, KCP&L and Westar filed a joint application with KCC for approval of the anticipated merger with Westar. Under applicable Kansas regulations, KCC has 300 days following the filing to rule on the transaction. A decision from KCC on this joint application is expected in the first half of 2018.
MPSC Approval
In August 2017, Great Plains Energy, KCP&L, GMO and Westar filed a joint application with the MPSC for approval of the anticipated merger with Westar. An evidentiary hearing in the case is expected to occur in March 2018. While there is not a statutory deadline for an MPSC ruling on the joint application, a decision from the MPSC is expected in the first half of 2018.
Other Approvals
In September 2017, Great Plains Energy and Westar filed applications with FERC and the NRC for approval of the merger. In October 2017, the Securities and Exchange Commission (SEC) declared effective a registration statement on Form S-4 of Holdco including a joint proxy statementtransaction, each outstanding share of Great Plains Energy and Westar that will be used in connection with Great Plains Energy's and Westar's special shareholder meetings on November 21, 2017, and the registration ofcommon stock was converted into 0.5981 shares of HoldcoEvergy common stock and each outstanding share of Westar Energy common stock was converted into 1 share of Evergy common stock.
Purchase Price Allocation
Based on an evaluation of the provisions of ASC 805, Business Combinations, Westar Energy was determined to be issued to Great Plains Energy's and Westar's shareholders at the closing of the anticipated merger.
Termination Fees
The Amended Merger Agreement provides that in connection with a termination of the agreement under specified circumstances relating to a failure to obtain regulatory approvals by July 9, 2018 (which date may be extended to January 9, 2019), 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,accounting acquirer in the event that the Amended Merger Agreement is terminated by Westar under certain circumstancesmerger. Pursuant 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 the Great Plains Energy Board 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 $190 million. Additionally, if the Amended Merger Agreement is terminated by either Great Plains Energy or Westar as a result of Great Plains Energy's shareholders not approving the Amended Merger Agreement, Great Plains Energy's common stock shares were exchanged for Evergy common stock shares at the fixed exchange rate of 0.5981. The total consideration transferred of $6,975.7 million, including $12.5 million for the fair value of equity compensation awards, was based on the closing price of Westar Energy may be required to pay Westar a termination fee of $80 million.on June 4, 2018.
Shareholder Lawsuits
Following the announcement of the Original Merger Agreement in May 2016, two putative class action complaints (which were consolidated and superseded by a consolidated complaint) were filed in the District Court of Shawnee County, Kansas. On October 20, 2017, the lead plaintiff in that consolidated putative class action filed an amended class action petition. The amended petition names as defendants Westar, the Westar Board, Great Plains Energy, Holdco and Merger Sub. The amended petition challenges the proposed merger and alleges breaches of fiduciary duties against the Westar Board in connection with the proposed merger, including the duty of candor, and that Westar, Great Plains Energy, Holdco and Merger Sub aided and abetted such breaches of fiduciary duties.


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On September 21, 2017, a putative class action lawsuit was filed in the United States District Court for the DistrictThe fair value of Kansas. The federal class action complaint names as defendants Westar, the Westar Board, Great Plains Energy, Holdco and Merger Sub. The complaint challenges the merger and alleges violations of section 14(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) against all of the defendants and violations of section 20(a) of the Exchange Act against the Westar Board.
On October 6, 2017, a putative class action lawsuit was filed in the United States District Court for the District of Kansas. The federal class action complaint names as defendants Westar, the Westar Board, Great Plains Energy, Holdco and Merger Sub. The complaint challenges the proposed merger and alleges violations of section 14(a) of the Exchange Act against Westar and the Westar Board and violations of section 20(a) of the Exchange Act against the Westar Board, Great Plains Energy, Holdco and Merger Sub.
On October 13, 2017, a putative class action lawsuit was filed in the United States District Court for the Western District of Missouri, Western Division. The federal class action complaint names as defendants Great Plains Energy and the Great Plains Energy Board. The complaint challenges the proposed merger and alleges violations of section 14(a) of the Exchange Act against all of the defendants and violations of section 20(a) of the Exchange Act against the Great Plains Energy Board.
On October 18, 2017, a putative derivative complaint was filed in Shawnee County, Kansas. This putative derivative action names as defendants 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 shareholders in connection with the proposed merger, and that Great Plains Energy, Holdco and Merger Sub aided and abetted such breaches of fiduciary duties.
Great Plains Energy does not believe these suits will impact the completion of the anticipated merger with Westar and they are not expected to have a material impact on Great Plains Energy's consolidated financial statements. While Great Plains Energy believesassets acquired and liabilities assumed as of June 4, 2018, was determined based on significant estimates and assumptions that dismissalare judgmental in nature. Third-party valuation specialists were engaged to assist in the valuation of these lawsuits is warranted, the outcome of any litigation is inherently uncertain.assets and liabilities.
Redemption of Acquisition Financing
In order to fund the cash portionThe significant assets and liabilities recorded at fair values as of the acquisition under the Original Merger Agreement, Great Plains Energy completed registered public offerings of 60.5 million shares of common stock for total net proceeds of $1.55 billionmerger date include long-term debt, asset retirement obligations, pension and 17.3 million depositary shares each representing a 1/20th interest in a share of 7.00% Series B Mandatory Convertible Preferred Stock (Series B Preferred Stock) for total net proceeds of $836.2 million in October 2016post-retirement plans, accumulated deferred income tax liabilities and issued, at a discount, $4.3 billion of unsecured senior notes in March 2017. Great Plains Energy also entered into a stock purchase agreement with OCM Credit Portfolio LP (OMERS), pursuant to which Great Plains Energy would issuecertain other long-term assets and sell to OMERS 750,000 shares of preferred stockliabilities.
The majority of Great Plains Energy's operations were subject to the rate-setting authority of the Public Service Commission of the State of Missouri (MPSC), the State Corporation Commission of the State of Kansas (KCC) and the Federal Energy designatedRegulatory Commission (FERC) and were accounted for pursuant to GAAP, including the accounting guidance for regulated operations. The rate-setting and cost recovery provisions for Great Plains Energy's regulated operations provided revenue derived from costs including a return on investment of assets and liabilities included in rate base. Except for the significant assets and liabilities for which valuation adjustments were made as 7.25% Mandatory Convertible Preferred Stock, Series A (Series A Preferred Stock), without pardiscussed above, the fair values of Great Plains Energy's tangible and intangible assets and liabilities subject to these rate-setting provisions approximated their carrying values and the assets and liabilities did not reflect any adjustments to these amounts other than for amounts not included in rate base. The difference between the fair value and pre-merger carrying amounts for an aggregateGreat Plains Energy's long-term debt, asset retirement obligations and pension and post-retirement plans that were related to regulated operations were recorded as a regulatory asset or liability. The excess of the purchase price equalover the estimated fair values of the assets acquired and liabilities assumed were recognized as goodwill as of the merger date.
The final purchase price allocation to $750Great Plains Energy's assets and liabilities as of June 4, 2018, is detailed in the following table.
  (millions)
Current assets $2,151.7
Property, plant and equipment, net 9,179.7
Goodwill 2,336.6
Other long-term assets, excluding goodwill 1,235.9
Total assets $14,903.9
Current liabilities 1,673.9
Long-term liabilities, excluding long-term debt 2,895.7
Long-term debt, net 3,358.6
Total liabilities $7,928.2
Total purchase price $6,975.7

The purchase price allocation in the table above reflects refinements made to the preliminary fair values of long-term liabilities, excluding long-term debt included in the Evergy Companies' combined 2018 Form 10-K. These refinements include adjustments associated with deferred income taxes that resulted in a decrease to goodwill of $2.3 million at.

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3. REVENUE
Evergy's, Westar Energy's and KCP&L's revenues disaggregated by customer class are summarized in the following tables.
Three Months Ended June 30, 2019Evergy Westar Energy KCP&L
Revenues(millions)
Residential$431.6
 $179.2
 $162.1
Commercial438.6
 172.8
 195.6
Industrial156.6
 98.8
 36.2
Other retail9.5
 5.1
 2.7
Total electric retail$1,036.3
 $455.9
 $396.6
Wholesale72.3
 53.5
 13.1
Transmission76.4
 68.6
 3.1
Industrial steam and other9.4
 1.2
 0.3
Total revenue from contracts with customers$1,194.4
 $579.2
 $413.1
Other27.3
 6.3
 23.9
Operating revenues$1,221.7
 $585.5
 $437.0
      
Year to Date June 30, 2019Evergy Westar Energy KCP&L
Revenues(millions)
Residential$883.3
 $371.5
 $326.3
Commercial852.1
 337.1
 379.4
Industrial303.6
 197.2
 65.9
Other retail19.3
 10.2
 5.3
Total electric retail$2,058.3
 $916.0
 $776.9
Wholesale155.4
 114.8
 31.2
Transmission153.1
 137.8
 6.2
Industrial steam and other12.7
 2.9
 1.7
Total revenue from contracts with customers$2,379.5
 $1,171.5
 $816.0
Other59.1
 10.8
 46.4
Operating revenues$2,438.6
 $1,182.3
 $862.4

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Three Months Ended June 30, 2018Evergy Westar Energy 
KCP&L (a)
Revenues(millions)
Residential$342.0
 $221.1
 $187.0
Commercial259.1
 170.0
 196.3
Industrial108.6
 91.8
 34.1
Other retail6.4
 5.7
 2.3
Total electric retail$716.1
 $488.6
 $419.7
Wholesale89.7
 87.1
 5.5
Transmission75.1
 72.2
 3.9
Industrial steam and other2.2
 1.3
 2.3
Total revenue from contracts with customers$883.1
 $649.2
 $431.4
Other10.3
 1.7
 20.8
Operating revenues$893.4
 $650.9
 $452.2
 
Year to Date June 30, 2018Evergy Westar Energy 
KCP&L (a)
Revenues(millions)
Residential$522.3
 $401.4
 $341.9
Commercial414.5
 325.4
 378.1
Industrial202.1
 185.3
 66.3
Other retail10.6
 9.9
 5.0
Total electric retail$1,149.5
 $922.0
 $791.3
Wholesale183.9
 181.3
 8.6
Transmission147.0
 144.1
 7.2
Industrial steam and other4.0
 3.1
 2.3
Total revenue from contracts with customers$1,484.4
 $1,250.5
 $809.4
Other9.2
 0.6
 39.9
Operating revenues$1,493.6
 $1,251.1
 $849.3
(a)KCP&L amounts are included in consolidated Evergy from June 4, 2018, the date of the closing of the acquisition.merger, and thereafter.
In addition to the financings discussed above, Great Plains Energy also entered into a senior unsecured bridge term loan facility in connection with the Original Merger Agreement in an aggregate principal amount of $8.017 billion (which was subsequently reduced to $864.5 million as a result of the completed financings noted above) to support the anticipated transaction and provide flexibility for the timing of long-term financing.
As a result of the Amended Merger Agreement, the following occurred with regards to Great Plains Energy's acquisition financing arrangements:
In July 2017, Great Plains Energy redeemed its $4.3 billion of unsecured senior notes at a redemption price of 101% of the aggregate principle amount, plus accrued and unpaid interest. See Note 11 for additional information;


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In August 2017, Great Plains Energy redeemed its Series B Preferred Stock at a redemption price that was equal to a make-whole formula set forth in the terms of the Series B Preferred Stock. See Note 12 for additional information;
In July 2017, Great Plains Energy and OMERS terminated their stock purchase agreement for $750 million of Series A Preferred Stock. As a result of this termination, Great Plains Energy recorded $15 million of previously deferred offering fees to non-operating expenses in the third quarter of 2017; and
In July 2017, Great Plains Energy terminated its $864.5 million unsecured bridge term loan facility.
Under the Amended Merger Agreement, Great Plains Energy is required to have not less than $1.25 billion in cash and cash equivalents on its balance sheet at the closing of the anticipated merger with Westar. It is expected that this excess cash will be returned to shareholders of the combined company through the repurchase of common stock in a series of transactions over time after the closing of the anticipated merger.
3. SUPPLEMENTAL CASH FLOW INFORMATION
Great Plains Energy Other Operating Activities
Year to Date September 302017 2016
Cash flows affected by changes in:(millions)
Receivables$(20.4) $(45.9)
Accounts receivable pledged as collateral(22.6) (15.0)
Fuel inventories19.6
 19.8
Materials and supplies(9.7) (5.3)
Accounts payable(125.7) (119.8)
Accrued taxes92.4
 97.2
Accrued interest6.6
 16.7
Deferred refueling outage costs12.1
 7.5
Pension and post-retirement benefit obligations52.0
 53.2
Allowance for equity funds used during construction(3.4) (4.3)
Fuel recovery mechanisms(10.1) (16.8)
Other11.9
 (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

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KCP&L Other Operating Activities
Year to Date September 302017 2016
Cash flows affected by changes in:(millions)
Receivables$(19.5) $(53.5)
Accounts receivable pledged as collateral(20.0) 
Fuel inventories10.8
 12.7
Materials and supplies(7.2) (3.8)
Accounts payable(75.1) (80.3)
Accrued taxes122.7
 179.3
Accrued interest8.1
 8.9
Deferred refueling outage costs12.1
 7.5
Pension and post-retirement benefit obligations48.6
 53.7
Allowance for equity funds used during construction(3.4) (4.0)
Fuel recovery mechanisms7.6
 (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

4. RECEIVABLES
Great Plains Energy's and KCP&L'sThe Evergy Companies' receivables are detailed in the following table.
 June 30December 31
  2019  2018 
Evergy (millions) 
Customer accounts receivable - billed $17.0
  $16.7
 
Customer accounts receivable - unbilled 177.9
  91.2
 
Other receivables 92.7
  95.0
 
Allowance for doubtful accounts (9.2)  (9.2) 
Total $278.4
  $193.7
 
Westar Energy   
Customer accounts receivable - billed $
  $
 
Customer accounts receivable - unbilled 71.8
  16.6
 
Other receivables 74.3
  71.6
 
Allowance for doubtful accounts (3.8)  (3.9) 
Total $142.3
  $84.3
 
KCP&L  
   
 
Customer accounts receivable - billed $9.9
  $7.8
 
Customer accounts receivable - unbilled 69.1
  42.9
 
Other receivables 11.6
  15.8
 
Allowance for doubtful accounts (3.9)  (3.8) 
Total $86.7
  $62.7
 

 September 30December 31
  2017  2016 
Great Plains Energy (millions) 
Customer accounts receivable - billed $25.0
  $26.2
 
Customer accounts receivable - unbilled 114.9
  79.1
 
Allowance for doubtful accounts - customer accounts receivable (5.4)  (4.0) 
Other receivables 51.9
  64.7
 
Total $186.4
  $166.0
 
KCP&L  
   
 
Customer accounts receivable - billed $24.4
  $25.5
 
Customer accounts receivable - unbilled 80.0
  63.7
 
Allowance for doubtful accounts - customer accounts receivable (2.8)  (1.8) 
Other receivables 42.2
  51.7
 
Total $143.8
  $139.1
 
Great PlainsEvergy's, Westar Energy's and KCP&L's other receivables at SeptemberJune 30, 2017,2019 and December 31, 2016,2018, consisted primarily of receivables from partners in jointly ownedjointly-owned electric utility plants and wholesale sales receivables. As of June 30, 2019, other receivables for Evergy, Westar Energy and KCP&L included receivables from contracts with customers of $46.7 million, $42.7 million and $0.6 million, respectively. As of December 31, 2018, other receivables for Evergy, Westar Energy and KCP&L included receivables from contracts with customers of $65.8 million, $55.9 million and $5.5 million, respectively.
The Evergy Companies recorded bad debt expense related to contracts with customers as summarized in the following table.
 Three Months Ended
June 30
 Year to Date
June 30
 2019 2018 2019 2018
 (millions)
Evergy$6.6
 $2.1
 $10.6
 $6.1
Westar Energy3.7
 1.1
 3.4
 5.1
KCP&L (a)
2.0
 1.9
 4.8
 3.6
(a) KCP&L amounts are included in consolidated Evergy from June 4, 2018, the date of the closing of the merger, and thereafter.
Sale of Accounts Receivable
Westar Energy, KCP&L and GMO
KCP&L and GMO sell all of their retail electric accounts receivable to their wholly owned subsidiaries, KCP&L Receivables Company and GMO Receivables Company, respectively, which in turn sell an undivided percentage ownership interest in thetheir retail electric accounts receivable to Victory Receivables Corporation, an independent outside investor. Each of KCP&L Receivables Company's and GMO Receivables Company's saleinvestors. These sales of the undivided percentage ownership interestinterests in accounts receivable to Victory Receivables Corporation isindependent outside investors are accounted for as a secured borrowingborrowings with accounts receivable pledged as collateral and a corresponding short-term collateralized note payable recognized on the balance sheets.  At SeptemberJune 30, 2017,2019 and December 31, 2016, Great Plains Energy's2018, Evergy's accounts

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receivable pledged as collateral and the corresponding short-term collateralized note payable were $195.0$312.0 million and $172.4$365.0 million, respectively. At SeptemberJune 30, 2017,2019 and December 31, 2016,2018, Westar Energy's accounts receivable pledged as collateral and the corresponding short-term collateralized note payable were $152.0 million and $185.0 million, respectively. At

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June 30, 2019 and December 31, 2018, KCP&L's accounts receivable pledged as collateral and the corresponding short-term collateralized note payable were $110.0 million and $130.0 million, and $110.0 million, respectively. In September 2017, KCP&L and GMO amended their respective
Westar Energy's receivable sale agreements with Victory Receivables Corporationfacility expires in September 2019 and allows, in each year, for $185.0 million in aggregate outstanding principal amount of borrowings from mid-December through mid-January, $125.0 million from mid-January through mid-February, $185.0 million from mid-February to extendmid-July and then $200.0 million from mid-July through the terminationexpiration date toof the facility. KCP&L's receivable sale facility expires in September 20182019 and to allowallows, in each year, for $130$130.0 million in aggregate outstanding principal amount of borrowings at any timetime. GMO's receivable sale facility expires in September 2019 and allows, in each year, for KCP&L and $50$50.0 million in aggregate outstanding principal amount of borrowings from mid-November through mid-June and then $65$65.0 million from mid-June through mid-Novemberthe expiration date of the facility. Westar Energy, KCP&L and GMO expect to renew these agreements for GMO.at least one year.
5. NUCLEAR PLANTRATE MATTERS AND REGULATION
KCP&L owns 47% of Wolf Creek Generating Station (Wolf Creek), its only nuclear generating unit.  Wolf Creek is located in Coffey County, Kansas, just northeast of Burlington, Kansas.  Wolf Creek's operating license expires in 2045.  Wolf Creek is regulated by the NRC with respect to licensing, operations and safety-related requirements.KCC Proceedings
Spent Nuclear Fuel and High-Level Radioactive Waste
Under the Nuclear Waste Policy Act of 1982, the Department ofWestar Energy (DOE) is responsible for the permanent disposal of spent nuclear fuel.  Wolf Creek historically paid the DOE a quarterly fee of one-tenth of a cent for each kWh of net nuclear generation delivered and sold for the future disposal of spent nuclear fuel. In May 2014, this fee was set to zero.2019 Transmission Delivery Charge
In 2010,March 2019, the DOE filed a motion with the NRC to withdraw its then pending application to the NRC to construct a national repository for the disposal of spent nuclear fuel and high-level radioactive waste at Yucca Mountain, Nevada.  An NRC board denied the DOE's motion to withdraw its application. In 2011, the NRC announced that it was evenly divided on whether to take affirmative action to overturn or uphold the board's decision and ordered the licensing board, consistent with budgetary limitations, to close out its work on the DOE's application.  In August 2013, a federal court of appeals ruled that the NRC must resume its review of the DOE's application to the extent of appropriated funds. With the available funds, the NRC was able to complete its technical review of the Yucca Mountain application but was not able to resume the licensing hearing. 
Wolf Creek is currently evaluating alternatives for expanding its existing on-site spent nuclear fuel storage to provide additional capacity prior to 2025. Management cannot predict when, or if, an off-site storage site or alternative disposal site will be available to receive Wolf Creek's spent nuclear fuel and will continue to monitor this activity.  
Low-Level Radioactive Waste
Wolf Creek disposes of most of its low-level radioactive waste (Class A waste) at an existing third-party repository in Utah.  Management expects that the site located in Utah will remain available to Wolf Creek for disposal of its Class A waste.  Wolf Creek has contracted with a waste processor that will process, take title and dispose in another state most of the remainder of Wolf Creek's low-level radioactive waste (Classes B and C waste, which is higher in radioactivity but much lower in volume).  Should on-site waste storage be needed in the future, Wolf Creek has current storage capacity on site for about four years' generation of Classes B and C waste and believes it will be able to expand that storage capacity as needed if it becomes necessary to do so.

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Nuclear Plant Decommissioning Costs
The MPSC and KCC require KCP&L and the other owners of Wolf Creek to submit an updated decommissioning cost study every three years and to propose funding levels. The most recent study was submitted to the MPSC and KCC in September 2017 and is the basis for the current cost of decommissioning estimates in the following table. Funding levels included in KCP&L retail rates have not changed.
  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% 
(a)Total future cost over an eight year decommissioning period
(b)The 5.64% KCC rate of return is through 2029 and then systematically decreases through 2053 to 0.32%. The 5.46% MPSC rate of return is through 2027 and then systematically decreases through 2053 to 2.22%. The KCC and MPSC rates of return systematically decrease based on the assumption that the fund's investment mix will become increasingly conservative as the decommissioning period approaches.
Nuclear Decommissioning Trust Fund
The following table summarizes the change in Great Plains Energy's and KCP&L's nuclear decommissioning trust fund.
 September 30December 31
 20172016
Decommissioning Trust (millions) 
Beginning balance January 1 $222.9
   $200.7
 
Contributions 2.5
   3.3
 
Earned income, net of fees 3.1
   4.1
 
Net realized gains 0.5
   0.3
 
Net unrealized gains 18.5
   14.5
 
Ending balance $247.5
   $222.9
 
The nuclear decommissioning trust is reported at fair value on the balance sheets and is invested in assets as detailed in the following table.
 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 securities67.3
  2.7
   (0.2)   69.8
   63.4
   2.3
   (0.5)   65.2
 
Other3.5
  
   
   3.5
   3.8
   
   
   3.8
 
Total$166.6
  $81.9
   $(1.0)   $247.5
   $160.5
   $64.4
   $(2.0)   $222.9
 

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The weighted average maturity of debt securities held by the trust at September 30, 2017, was approximately 9 years.  The costs of securities sold are determined on the basis of specific identification.  The following table summarizes the realized gains and losses from the sale of securities in the nuclear decommissioning trust fund.
 Three Months Ended
September 30
 Year to Date
September 30
 2017 2016 2017 2016
 (millions)
Realized gains$0.7
 $0.6
 $1.1
 $1.5
Realized losses(0.5) (0.3) (0.6) (1.3)
6. REGULATORY MATTERS
KCP&L Kansas 2016 Abbreviated Rate Case Proceedings
In November 2016, KCP&L filed an abbreviated application with KCC to request a decrease to its retail revenues of $2.8 million, reflecting the true-up to actuals of construction and environmental upgrade costs at the La Cygne Station and Wolf Creek capital addition costs and the removal of certain regulatory asset and liability amortizations. The previously approved return on equity and rate-making ratio for KCP&L was not addressed in this case. In April 2017, KCP&L, KCC staff and the Citizens' Utility Ratepayer Board filed a joint motion to approve a unanimous settlement agreement with KCC that requested a decrease in retail revenues of $3.6 million. In June 2017, KCC issued an order approvingadjusting Westar Energy's retail prices to include updated transmission costs as reflected in the unanimous settlement agreement.FERC transmission formula rate (TFR). The rates establishednew prices were effective in April 2019 and are expected to decrease Westar Energy's annual retail revenues by the order took effect on June 28, 2017.$7.7 million.
KCP&L Missouri 2016 Rate Case Proceedings2019 Transmission Delivery Charge
In July 2016,April 2019, the KCC issued an order adjusting KCP&L's retail prices to include updated transmission costs as reflected in the FERC TFR. The new prices were effective in May 2019 and are expected to decrease KCP&L's annual retail revenues by $8.3 million.
Westar Energy and KCP&L filed an applicationEarnings Review and Sharing Plan (ERSP)
As part of their merger settlement agreement with the MPSCKCC, Westar Energy and KCP&L agreed to requestparticipate in an increaseERSP for the years 2019 through 2022. Under the ERSP, Westar Energy and KCP&L's Kansas jurisdiction are required to its retail revenuesrefund to customers 50% of $62.9 million, with aannual earnings in excess of their authorized return on equity of 9.9%9.3% to the extent the excess earnings exceed the amount of Westar Energy's and KCP&L's annual merger bill credits for the year being measured.
As of June 30, 2019, Westar Energy and KCP&L estimate their 2019 annual earnings will not result in a rate-making equity ratiorefund obligation. Westar Energy and KCP&L will file their 2019 earnings calculations with the KCC in March 2020. The final refund obligation, if any, will be decided by the KCC and could vary from the current estimate.
MPSC Proceedings
GMO Other Proceedings
In December 2018, the Office of 49.88%. The request reflects increasesthe Public Counsel (OPC) and the Midwest Energy Consumers Group (MECG) filed a petition with the MPSC requesting an accounting authority order that would require GMO to record a regulatory liability for all revenues collected from customers for return on investment, non-fuel operations and maintenance costs, taxes including accumulated deferred income taxes, and all other costs associated with Sibley Station following the station’s retirement in infrastructure investmentNovember 2018. GMO already records depreciation expense to a regulatory liability for Sibley Station following its retirement pursuant to GMO’s rate order from its 2018 Missouri rate case.
GMO opposes OPC’s and MECG’s petition on various grounds, including the value of costs costs for regionalthat OPC and MECG allege are no longer existent due to the retirement of Sibley Station, the fact that the retirement of utility assets like Sibley Station is typical in the industry and was a long-planned event that was contemplated as part of the stipulations and agreements in GMO’s 2018 Missouri rate case.
A hearing in the case is scheduled to occur in August 2019 with an order expected before the end of 2019.

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FERC Proceedings
Westar Energy TFR
Westar Energy's TFR, effective in January 2019, includes projected 2019 transmission lines, property taxcapital expenditures and operating costs and is expected to decrease annual transmission revenues by $11.2 million when compared to 2018. This updated rate provided the basis for Westar Energy's request with the KCC to adjust its retail prices to include updated transmission costs to comply with environmental and cybersecurity mandates. as discussed above.
KCP&L also requested an additional $27.2TFR
KCP&L's TFR, effective in January 2019, includes projected 2019 transmission capital expenditures and operating costs and is expected to decrease annual transmission revenues by $2.8 million increase associated with rebasing fuel and purchased power expense.
In May 2017, when compared to 2018. This updated rate provided the MPSC issued an orderbasis for KCP&L authorizing an increase in annual revenues of $32.5 million, a return on equity of 9.5% and a rate-making equity ratio of approximately 49.2%. The rates established by&L's request with the order took effect on June 8, 2017.KCC to adjust its retail prices to include updated transmission costs as discussed above.
7.6. GOODWILL
Accounting rules require goodwill to be tested for impairment annually and when an event occurs indicating the possibility that an impairment exists. The annualEvergy's impairment test for the $169.0$2,336.6 million of GMO acquisition goodwill that was recorded as a result of the Great Plains Energy and Westar Energy merger was conducted on SeptemberMay 1, 2017.2019. The goodwill impairment test consists of comparing the fair value of a reporting unit to its carrying amount, including goodwill, to identify potential impairment. In the event that the carrying amount exceeds the fair value of the reporting unit, an impairment loss is recognized for the difference between the carrying amount of the reporting unit and its fair value. Great Plains Energy's regulated electric utilityEvergy's consolidated operations are considered one reporting unit for assessment of impairment, as they are included within the same operating segmentmanagement assesses financial performance and have similar economic characteristics.allocates resources on a consolidated basis. The determination of fair value of the reporting unit consisted of two valuation techniques: an income approach consisting of a discounted cash flow analysis and a market approach consisting of a determination of reporting unit invested capital using a market multiplesmultiple derived from the historical revenue; earnings before interest, income taxes, depreciation and amortization; net utility asset valuesamortization and market prices of the stock of peer companies. The results of the two techniques were evaluated and weighted to determine a point within the range that management considered representative of fair value for the reporting unit. FairThe fair value of the reporting unit exceeded the carrying amount, including goodwill; therefore,goodwill. As a result, there was no impairment of goodwill.

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8.7. PENSION PLANS AND OTHER EMPLOYEEPOST-RETIREMENT BENEFITS
Great PlainsEvergy and certain of its subsidiaries maintain, and Westar Energy maintainsand KCP&L participate in, qualified non-contributory defined benefit pension plans forcovering the majority of Westar Energy's and KCP&L's and GMO'semployees as well as certain non-qualified plans covering certain active and inactive employees, including officers, andretired officers. Evergy is also responsible for its 47%94% ownership share of Wolf Creek Nuclear Operating Corporation (WCNOC)Generating Station's (Wolf Creek) defined benefit plans. plans, consisting of Westar Energy's and KCP&L's respective 47% ownership shares.
For the majority of employees, pension benefits under these plans reflect the employees' compensation, years of service and age at retirement. EffectiveHowever, for the plan covering Westar Energy's employees, the benefits for non-union employees hired between 2002 and the second quarter of 2018 and union employees hired beginning in 2014, the non-union2012 are derived from a cash balance account formula. The plan was closed to future employees. Great Plains Energynon-union employees in 2018. For the plans covering KCP&L's employees, the benefits for union employees hired beginning in 2014 are derived from a cash balance account formula and the plans were closed to future non-union employees in 2014.
Evergy and its subsidiaries also providesprovide certain post-retirement health care and life insurance benefits for substantially all retired employees of KCP&L, GMOWestar Energy and its 47% ownership share of WCNOC.
KCP&L and GMOtheir respective shares of Wolf Creek's post-retirement benefit plans.
The Evergy Companies record pension and post-retirement expense in accordance with rate orders from the MPSCKCC and KCCMPSC that allow the difference between pension and post-retirement costs under GAAP and costs for ratemaking to be recognized as a regulatory asset or liability.  This difference between financial and regulatory accounting methods is due to timing and will be eliminated over the life of the plans.

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The following tables provide Great Plains Energy'sthe components of net periodic benefit costs prior to the effects of capitalization and sharing with joint owners of power plants.
 Pension Benefits Post-Retirement Benefits
Three Months Ended June 30, 2019Evergy Westar Energy KCP&L Evergy Westar Energy KCP&L
Components of net periodic benefit costs(millions)
Service cost$19.1
 $7.2
 $11.9
 $0.7
 $0.3
 $0.4
Interest cost27.4
 13.5
 13.9
 2.7
 1.4
 1.3
Expected return on plan assets(26.8) (13.7) (12.3) (2.6) (1.6) (1.0)
Prior service cost0.5
 0.4
 0.3
 0.1
 0.1
 
Recognized net actuarial (gain)/loss6.8
 6.4
 12.3
 (0.3) (0.2) (0.4)
Net periodic benefit costs before regulatory adjustment and intercompany allocations27.0
 13.8
 26.1
 0.6
 
 0.3
Regulatory adjustment12.7
 0.5
 (0.6) (0.9) (0.7) 0.1
Intercompany allocations
 
 (7.1) 
 
 
Net periodic benefit costs (income)$39.7
 $14.3
 $18.4
 $(0.3) $(0.7) $0.4
            
 Pension Benefits Post-Retirement Benefits
Year to Date June 30, 2019Evergy Westar Energy KCP&L Evergy Westar Energy KCP&L
Components of net periodic benefit costs(millions)
Service cost$38.2
 $14.5
 $23.7
 $1.3
 $0.6
 $0.7
Interest cost54.9
 26.9
 28.0
 5.3
 2.8
 2.5
Expected return on plan assets(53.9) (27.4) (24.6) (5.0) (3.3) (1.7)
Prior service cost1.0
 0.8
 0.5
 0.2
 0.2
 
Recognized net actuarial (gain)/loss13.7
 12.8
 24.5
 (0.6) (0.3) (0.8)
Net periodic benefit costs before regulatory adjustment and intercompany allocations53.9
 27.6
 52.1
 1.2
 
 0.7
Regulatory adjustment25.5
 1.0
 (1.2) (1.7) (1.5) 0.2
Intercompany allocations
 
 (14.0) 
 
 (0.1)
Net periodic benefit costs (income)$79.4
 $28.6
 $36.9
 $(0.5) $(1.5) $0.8


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 Pension Benefits Other BenefitsPension Benefits Post-Retirement Benefits
Three Months Ended September 30 2017 2016 2017 2016
Three Months Ended June 30, 2018Evergy 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
$12.2
 $8.1
 $12.1
 $0.5
 $0.3
 $0.5
Interest cost 13.4
 13.2
 1.4
 1.5
17.2
 12.7
 12.7
 1.7
 1.3
 1.2
Expected return on plan assets (12.8) (12.3) (0.7) (0.8)(18.3) (14.0) (13.8) (2.0) (1.7) (0.7)
Prior service cost 0.2
 0.2
 
 0.3
0.1
 0.1
 0.1
 0.1
 0.1
 
Recognized net actuarial (gain)/loss 12.4
 13.0
 (0.1) (0.3)8.1
 8.1
 11.5
 (0.2) (0.2) (0.1)
Net periodic benefit costs before regulatory adjustment 24.2
 24.6
 1.1
 1.4
Net periodic benefit costs before regulatory adjustment and intercompany allocations19.3
 15.0
 22.6
 0.1
 (0.2) 0.9
Regulatory adjustment (0.2) (1.1) 0.1
 1.4
3.0
 2.8
 1.2
 (0.5) (0.5) (0.1)
Net periodic benefit costs $24.0
 $23.5
 $1.2
 $2.8
Intercompany allocations
 
 (6.7) 
 
 (0.3)
Net periodic benefit costs (income)$22.3
 $17.8
 $17.1
 $(0.4) $(0.7) $0.5
(a) KCP&L amounts are included in consolidated Evergy from June 4, 2018, the date of the closing of the merger, and thereafter.
(a) KCP&L amounts are included in consolidated Evergy from June 4, 2018, the date of the closing of the merger, and thereafter.
                   
 Pension Benefits Other BenefitsPension Benefits Post-Retirement Benefits
Year to Date September 30 2017 2016 2017 2016
Year to Date June 30, 2018Evergy 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
$20.2
 $16.1
 $24.3
 $0.8
 $0.6
 $1.0
Interest cost 40.2
 39.7
 4.1
 4.6
29.9
 25.4
 25.4
 2.9
 2.5
 2.4
Expected return on plan assets (38.4) (36.9) (2.0) (2.3)(32.3) (28.0) (27.7) (3.7) (3.4) (1.4)
Prior service cost 0.6
 0.5
 
 0.9
0.3
 0.3
 0.3
 0.2
 0.2
 
Recognized net actuarial (gain)/loss 37.2
 38.9
 (0.3) (1.1)16.3
 16.3
 22.9
 (0.3) (0.3) (0.1)
Net periodic benefit costs before regulatory adjustment 72.6
 73.7
 3.3
 4.1
Net periodic benefit costs before regulatory adjustment and intercompany allocations34.4
 30.1
 45.2
 (0.1) (0.4) 1.9
Regulatory adjustment 2.3
 (3.1) 1.9
 4.4
5.8
 5.6
 1.4
 (0.9) (0.9) (0.3)
Net periodic benefit costs $74.9
 $70.6
 $5.2
 $8.5
Intercompany allocations
 
 (12.2) 
 
 (0.6)
Net periodic benefit costs (income)$40.2
 $35.7
 $34.4
 $(1.0) $(1.3) $1.0
(a) KCP&L amounts are included in consolidated Evergy from June 4, 2018, the date of the closing of the merger, and thereafter.
The components of net periodic benefit costs other than the service cost component are included in other expense on the Evergy Companies' consolidated statements of income and comprehensive income.
Year to date SeptemberJune 30, 2017, Great Plains2019, Evergy, Westar Energy contributed $28.0and KCP&L made pension contributions of $22.1 million, to the pension plans$14.1 million and $8.0 million, respectively. Evergy expects to contribute anmake additional $51.6pension contributions of $107.4 million in 20172019 to satisfy the Employee Retirement Income Security Act of 1974, as amended (ERISA) funding requirements and theKCC and MPSC and KCC rate orders, the majority of which $29.0 million is expected to be paid by KCP&L. Also in 2017, Great PlainsWestar Energy expects to make contributions of $4.1and $78.4 million to the post-retirement benefit plans, the majority of which is expected to be paid by KCP&L.
Year to date June 30, 2019, Evergy, Westar Energy and KCP&L made post-retirement benefit contributions of $0.6 million, $0.3 million and $0.3 million, respectively. Evergy, Westar Energy and KCP&L expect to make additional contributions of $2.1 million, $0.3 million and $1.8 million, respectively, in 2019 to the post-retirement benefit plans.

35

9. EQUITY COMPENSATION
Great Plains Energy's Long-Term Incentive Plan is an equity compensation plan approved by Great Plains Energy's shareholders. The Long-Term Incentive Plan permits the grant of restricted stock, restricted stock units, bonus shares, stock options, stock appreciation rights, director shares, director deferred share units, performance shares

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and other stock-based awards to directors, officers and other employees of Great Plains Energy and KCP&L. Forfeiture rates are based on historical forfeitures and future expectations and are reevaluated annually.
The following table summarizes Great Plains Energy's and KCP&L's equity compensation expense and the associated income tax benefit.
 Three Months Ended
September 30
 Year to Date
September 30
  
  2017 2016 2017 2016
Great Plains Energy (millions)    
Equity compensation expense $1.8
 $0.4
 $4.4
 $3.9
Income tax benefit 0.6
 
 1.7
 1.3
KCP&L  
  
  
  
Equity compensation expense $1.2
 $0.2
 $2.9
 $2.5
Income tax benefit 0.4
 
 1.2
 0.8
Performance Shares
Performance share activity year to date September 30, 2017, is summarized in the following table.
 
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
 
* weighted-average
At September 30, 2017, the remaining weighted-average contractual term was 1.4 years.  There were no shares granted for the three months ended September 30, 2017, and 2016, respectively. The weighted-average grant-date fair value of shares granted was $31.26 and $31.41 year to date September 30, 2017, and 2016, respectively. At September 30, 2017, there was $7.5 million of total unrecognized compensation expense, net of forfeiture rates, related to performance shares granted under the Long-Term Incentive Plan, which will be recognized over the remaining weighted-average contractual term.  The total fair value of performance shares earned and paid was $6.1 million and $7.4 million year to date September 30, 2017, and 2016, respectively.
The fair value of performance share awards is estimated using the market value of the Company's stock at the valuation date and a Monte Carlo simulation technique that incorporates assumptions for inputs of expected volatilities, dividend yield and risk-free rates. Expected volatility is based on daily stock price change during a historical period commensurate with the remaining term of the performance period of the grant. The risk-free rate is based upon the rate at the time of the evaluation for zero-coupon government bonds with a maturity consistent with the remaining performance period of the grant. The dividend yield is based on the most recent dividends paid and the actual closing stock price on the valuation date. For shares granted in 2017, inputs for expected volatility, dividend yield and risk-free rates were 18%, 3.80% and 1.58%, respectively.

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Restricted Stock
Restricted stock activity year to date September 30, 2017, is summarized in the following table.
 
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
 
* weighted-average
At September 30, 2017, the remaining weighted-average contractual term was 1.4 years.  There were no shares granted for the three months ended September 30, 2017, and 2016, respectively. The weighted-average grant-date fair value of shares granted was $28.60 and $29.41 year to date September 30, 2017, and 2016, respectively. At September 30, 2017, there was $2.5 million of total unrecognized compensation expense, net of forfeiture rates, related to nonvested restricted stock granted under the Long-Term Incentive Plan, which will be recognized over the remaining weighted-average contractual term. Total fair value of shares vested was $0.2 million and $3.0 million for the three months ended and year to date September 30, 2017, respectively. Total fair value of shares vested was $0.1 million and $1.7 million for the three months ended and year to date September 30, 2016.
10.8. SHORT-TERM BORROWINGS AND SHORT-TERM BANK LINES OF CREDIT
Great Plains Energy's $200 Million Revolving Credit Facility
Great Plains Energy's $200 million revolvingEvergy's $2.5 billion master credit facility expires in 2023. Evergy, Westar Energy, KCP&L and GMO have borrowing capacity under the master credit facility with a group of banks expiresspecific sublimits for each borrower. These sublimits can be unilaterally adjusted by Evergy for each borrower provided the sublimits remain within minimum and maximum sublimits as specified in October 2019.  The facility's terms permit transfers of unused commitments between this facility and the KCP&L and GMO facilities discussed below, with the total amount of the facility not exceeding $400 million at any one time.  facility. A default by Great Plains Energyany borrower under the facility or anyone of itstheir significant subsidiaries on other indebtedness totaling more than $50.0$100.0 million isconstitutes a default by that borrower under the facility. Under the terms of this facility, Great Plainseach of Evergy, Westar Energy, KCP&L and GMO is required to maintain a consolidatedtotal indebtedness to consolidatedtotal capitalization ratio, as defined in the facility, of not greater than 0.65 to 1.00 at all times. At September As of June 30, 2017, Great Plains2019, Evergy, Westar Energy, was KCP&L and GMO were in compliance with this covenant.  At September
The following table summarizes the committed credit facilities (excluding receivable sale facilities discussed in Note 4 and Evergy's term loan credit agreement discussed below) available to the Evergy Companies as of June 30, 2017,2019 and December 31, 2016, Great Plains Energy had no outstanding cash borrowings and had issued2018.
  Amounts Drawn   
 Credit FacilityCommercial PaperLetters of CreditCash BorrowingsAvailable Borrowings Weighted Average Interest Rate on Short-Term Borrowings
June 30, 2019(millions)  
Evergy, Inc.$450.0
n/a$1.0
$100.0
$349.0
 3.66%
Westar Energy1,000.0
737.0
30.3

232.7
 2.68%
KCP&L600.0
226.7


373.3
 2.65%
GMO450.0
175.3
2.1

272.6
 2.68%
Evergy$2,500.0
$1,139.0
$33.4
$100.0
$1,227.6
  
        
December 31, 2018       
Evergy, Inc.$450.0
n/a$1.0
$
$449.0
 —%
Westar Energy1,000.0
411.7
18.3

570.0
 3.08%
KCP&L600.0
176.9
2.7

420.4
 2.95%
GMO450.0
150.0
2.1

297.9
 3.00%
Evergy$2,500.0
$738.6
$24.1
$
$1,737.3
 
In March 2019, Evergy entered into a $1.0 million in letters ofbillion, 6-month term loan credit under the credit facility.  
KCP&L's $600 Million Revolving Credit Facility and Commercial Paper
KCP&L's $600 million revolving credit facilityagreement with a group of banks provides supportto provide short-term financing for its issuancecommon stock repurchase program. The agreement allows for two term loans during the 6-month term of commercial paper and other general corporate purposes and expiresthe agreement, in October 2019.  Great Plains Energy and KCP&L may transferan aggregate principal amount not to exceed the credit limit of the agreement. At closing, Evergy borrowed $500.0 million under the agreement, allowing for one additional term loan borrowing in a principal amount up to $200$500.0 million. In June 2019, Evergy borrowed the remaining $500.0 million of unused commitments between Great Plains Energy's and KCP&L's facilities.  A default by KCP&L on other indebtedness totaling more than $50.0 million is a defaultallowed under the facility.  Underagreement. At June 30, 2019, Evergy had $1.0 billion of outstanding cash borrowings under the terms of this facility, KCP&L is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the facility, not greater than 0.65 to 1.00 at all times.  At September 30, 2017, KCP&L was in compliance with this covenant.  At September 30, 2017, KCP&L had $72.0 million of commercial paper outstandingagreement at a weighted-average interest rate of 1.37%, had issued letters of credit totaling $2.7 million and had no outstanding cash2.95%. Evergy anticipates repaying borrowings under the term loan credit facility.  At December 31, 2016,agreement with proceeds from an expected long-term debt issuance in the third quarter of 2019.
9. LONG-TERM DEBT
Mortgage Bonds
In March 2019, KCP&L had $132.9 millionissued collateral mortgage bonds secured by the General Mortgage Indenture and Deed of commercial paper outstanding at a weighted-average interest rateTrust dated as of 0.98%, had issued letters of credit totaling $2.8 million and had no outstanding cash borrowingsDecember 1, 1986, as supplemented (KCP&L Mortgage Indenture) to serve as collateral for KCP&L's obligations under the credit facility.following outstanding unsecured senior notes:
GMO's $450 Million Revolving Credit Facility and Commercial Paper
GMO's $450 million revolving credit facility with a group of banks provides support for its issuance of commercial paper and other general corporate purposes and expires in October 2019.  Great Plains Energy and GMO may transfer up to $200300.0 million of unused commitments between Great Plains Energy's and GMO's facilities.   A default by GMO or any3.15% Series, maturing in 2023;
$350.0 million of its significant subsidiaries on other indebtedness totaling more than $50.03.65% Series, maturing in 2025;
$250.0 million is a default under the facility.  Under the terms of this facility, GMO is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined6.05% Series, maturing in the facility, not greater than 0.65 to 1.00 at all times.  At2035;


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September 30, 2017, GMO was in compliance with this covenant.  At September 30, 2017, GMO had $175.9$400.0 million of commercial paper outstanding at a weighted-average interest rate of 1.41%, had issued letters of credit totaling $2.0 million and had no outstanding cash borrowings under the credit facility.  At December 31, 2016, GMO had $201.95.30% Series, maturing in 2041;
$300.0 million of commercial paper outstanding at a weighted-average interest rate4.20% Series, maturing in 2047; and
$300.0 million of 1.02%, had4.20% Series, maturing in 2048.
The collateral mortgage bonds were issued letters of credit totaling $1.9 million and had no outstanding cash borrowings underto the credit facility.
Great Plains Energy's $864.5 Million Term Loan Facility
In connection with the Original Merger Agreement, Great Plains Energy entered into a commitment letter for a 364-day senior unsecured bridge term loan facility, originally for an aggregate principal amount of $8.017 billion to support the anticipated transaction and provide flexibilitytrustee for the timing of long-term financing. Following Great Plains Energy's completed acquisition financings, the aggregate principal amount of the facility was subsequently reduced to $864.5 million and the expiration date of the facility was extended to November 30, 2017. The remaining commitment of $864.5 million was terminated in July 2017 in connection with the Amended Merger Agreement.

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11. LONG-TERM DEBT
Great Plains Energy's and KCP&L's long-term debt is detailed in the following table.
   September 30 December 31
 Year Due 2017 2016
KCP&L   (millions)
General Mortgage Bonds        
2.95% EIRR bonds2023  $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% Series2023  300.0
   300.0
3.65% Series2025  350.0
   350.0
6.05% Series (5.78% rate)(a)
2035  250.0
   250.0
5.30% Series2041  400.0
   400.0
4.20% Series2047  300.0
   
EIRR Bonds        
0.889% Series 2007A and 2007B(b)
2035  146.5
   146.5
2.875% Series 20082038  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% Series2018-2021  4.6
   5.7
GMO Senior Notes        
8.27% Series2021  80.9
   80.9
3.49% Series A2025  125.0
   125.0
4.06% Series B2033  75.0
   75.0
4.74% Series C2043  150.0
   150.0
GMO Medium Term Notes    
    
7.33% Series2023  3.0
   3.0
7.17% Series2023  7.0
   7.0
Great Plains Energy Senior Notes        
6.875% Series (7.33% rate)(a)

  
   100.0
4.85% Series2021  350.0
   350.0
5.292% Series2022  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
(a)
Rate after amortizing gains/losses recognized in other comprehensive income (OCI) on settlements of interest rate hedging instruments
(b)
Variable rate
(c)
At September 30, 2017, and December 31, 2016, does not include $50.0 million and $21.9 million of secured Series 2005 Environmental Improvement Revenue Refunding (EIRR) bonds because the bonds were repurchased in September 2015 and are held by KCP&L

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Great Plains Energy Senior Notes
In March 2017, Great Plains Energy issued, at a discount, the following series of unsecured senior notes, in order to fundare only payable if KCP&L defaults on the majority of the cash portion of the acquisition of Westar under the Original Merger Agreement:
$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 of the Amended Merger Agreement, Great Plains Energy determined in its reasonable judgment that the acquisition of Westar would not close prior to November 30, 2017 and exercised its special optional redemption right to redeem each series of theunderlying unsecured senior notes issued in March 2017. The redemption price was equal to 101% ofand do not increase the principle amount of the senior notes, including accrued and unpaid interest,outstanding debt for a total redemption cost of $4,400.1 million. KCP&L.
As a result of the redemption, Great Plains Energy recorded a loss on extinguishmentabove transactions, KCP&L's outstanding senior notes have effectively become secured by the mortgage lien of debtthe KCP&L Mortgage Indenture and will rank equally and ratably with all of $82.8 millionKCP&L's mortgage bonds, regardless of series, from time to time issued and outstanding under the KCP&L Mortgage Indenture.
Also in July 2017.
Great Plains Energy repaid its $100.0 million of 6.875% unsecured Senior Notes at maturity in September 2017.
KCP&L Senior Notes
In June 2017,March 2019, KCP&L issued, at a discount, $300.0$400.0 million of 4.20% unsecured4.125% Mortgage Bonds, maturing in 2049. KCP&L also repaid its $400.0 million of 7.15% Mortgage Bonds at maturity in April 2019.
In June 2019, KGE repaid its $300.0 million of 6.70% First Mortgage Bonds at maturity.
Senior Notes
In March 2019, GMO issued $100.0 million of 3.74% Senior Notes, maturing in 2047. KCP&L also repaid its $250.0 million of 5.85% unsecured Senior Notes at maturity in June 2017.
KCP&L General Mortgage Bonds
KCP&L repaid its $31.0 million secured Series 1992 EIRR bonds at maturity in July 2017.2022, under a note purchase agreement.
12. PREFERRED STOCK10. FAIR VALUE MEASUREMENTS
Series A Mandatory Convertible Preferred StockValues of Financial Instruments
On May 29, 2016, Great Plains Energy entered intoGAAP establishes a stock purchase agreement with OMERS, pursuant to which Great Plains Energy will issue and sell to OMERS 750,000 shares of Series A Preferred Stock,hierarchical framework for an aggregate purchase price equal to $750 million atdisclosing the closingtransparency of the Original Merger Agreement.
In July 2017, as a resultinputs utilized in measuring assets and liabilities at fair value. Management's assessment of the Amended Merger Agreement, Great Plains Energysignificance of a particular input to the fair value measurement requires judgment and OMERS terminated their stock purchase agreement formay affect the Series A Preferred Stock. Asclassification of assets and liabilities within the fair value hierarchy levels. In addition, the Evergy Companies measure certain investments that do not have a result of this termination, Great Plains Energy recorded $15 million of previously deferred offering fees to non-operating expensesreadily determinable fair value at net asset value (NAV), which are not included in the third quarterfair value hierarchy. Further explanation of 2017.these levels and NAV is summarized below.
Series B Mandatory Convertible Preferred StockLevel 1 – Quoted prices are available in active markets for identical assets or liabilities. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on public exchanges.
Great Plains Energy's Series B Preferred Stock contained an acquisition termination redemption option wherebyLevel 2 –  Pricing inputs are not quoted prices in active markets, but are either directly or indirectly observable. The types of assets and liabilities included in Level 2 are certain marketable debt securities, financial instruments traded in less than active markets or other financial instruments priced with models using highly observable inputs.
Level 3 – Significant inputs to pricing have little or no transparency. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation.
NAV - Investments that do not have a readily determinable fair value are measured at NAV. These investments do not consider the eventobservability of inputs and, therefore, they are not included within the fair value hierarchy. The Evergy Companies include in this category investments in private equity, real estate and alternative investment funds that the Original Merger Agreement was terminated or if Great Plains Energy determined in its reasonable judgment that the acquisitiondo not have a readily determinable fair value. The underlying alternative investments include collateralized debt obligations, mezzanine debt and a variety of Westar would not close or if the acquisition of Westar had not closed by November 30, 2017, then Great Plains Energy couldother investments.
The Evergy Companies record cash and cash equivalents, accounts receivable and short-term borrowings on their consolidated balance sheets at its sole option (but was not required to) redeem all of the Series B Preferred Stock. If exercised, the redemption price would be equal to either:
(a) $1,000 per share plus accumulated and unpaid dividends upcost, which approximates fair value due to the redemption date; orshort-term nature of these instruments.
(b) if the average price of Great Plains Energy's common stock exceeded a certain threshold amount, then a repurchase price that is equal to a make-whole formula.Interest Rate Derivatives
The Series B Preferred Stock also contained a fundamental change conversion option whereby uponEvergy Companies are exposed to market risks arising from changes in interest rates and may use derivative instruments to manage these risks. From time to time, risk management activities may include entering into interest rate swap agreements to protect against unfavorable interest rate changes relating to forecasted debt transactions. These interest rate swap agreements can be designated as cash flow hedges, in which case gains and losses on the occurrence of certain events deemed to be a fundamental change, including an acquisition, liquidation, or delisting of Great Plains Energy common stock, holders of the Series B Preferred Stock could:
(a) convert their existing shares into shares of Great Plains Energy common stock; and
(b) receive a dividend make-whole payment.


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As a result ofinterest rate swaps are deferred in other comprehensive income to be recognized as an adjustment to interest expense over the Amended Merger Agreement, Great Plains Energy determined in its reasonable judgmentsame period that the acquisitionhedged interest payments affect earnings.

In December 2018, Evergy entered into an interest rate swap agreement with a notional amount of Westar would not close$500.0 million that has been designated as a cash flow hedge of interest payments from a forecasted debt issuance in 2019. As of June 30, 2019 and exercised its acquisition termination redemption option and redeemedDecember 31, 2018, the Series B Preferred Stock in August 2017. The Series B Preferred Stock was redeemed atinterest rate swap had a redemption price that was equal to a make-whole formula set forth in the terms of the Series B Preferred Stock. The total cost of the redemption was $963.4 million. Great Plains Energy made the entire redemption payment in cash.
The dividend make-whole provisions within both the acquisition termination redemption and fundamental change conversion options discussed above represented embedded derivatives that in accordance with GAAP, were accounted for on a combined basis separately from the Series B Preferred Stock and reported at fair value. The fair value of the Series B Preferred Stock dividend make-whole provisions at inception$(40.4) million and December 31, 2016$(5.4) million, respectively, and was insignificant. As part of the $963.4 million redemption of the Series B Preferred Stock, the Series B Preferred Stock dividend make-whole provisions liability was settled in August 2017.recorded within other current liabilities on Evergy's consolidated balance sheet. For the three months ended and year to date SeptemberJune 30, 2017, Great Plains Energy recognized2019, Evergy recorded a $21.2 million pre-tax loss of $67.7and a $35.0 million and $124.8 million,pre-tax loss, respectively, for the settlement of these provisions, which is recorded withinin other comprehensive loss on Series B Preferred Stock dividend make-whole provisions on theEvergy's consolidated statements of comprehensive income (loss).related to this interest rate swap.
Fair Value of Long-Term Debt
The Evergy Companies measure the fair value of long-term debt using Level 2 measurements available as of the measurement date. The book value and fair value of the Evergy Companies' long-term debt and long-term debt of variable interest entities is summarized in the following table.
  June 30, 2019 December 31, 2018
  Book Value Fair Value Book Value Fair Value
Long-term debt(a)
 (millions)
Evergy(b)
 $7,123.6
 $7,671.3
 $7,341.7
 $7,412.1
Westar Energy 3,390.6
 3,701.0
 3,689.8
 3,771.3
KCP&L 2,524.3
 2,836.6
 2,530.1
 2,637.5
Long-term debt of variable interest entities(a)
        
Evergy $51.1
 $51.5
 $81.4
 $81.3
Westar Energy 51.1
 51.5
 81.4
 81.3
(a) Includes current maturities.
(b) Book value as of June 30, 2019 and December 31, 2018, includes $133.0 million and $144.8 million, respectively, of fair value adjustments recorded in connection with purchase accounting for the Great Plains Energy also recognized a redemption premiumand Westar Energy merger, which are not part of $2.4 million in connection withfuture principal payments and will amortize over the redemptionremaining life of the Series B Preferred Stockassociated debt instrument.


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Recurring Fair Value Measurements
The following tables include the Evergy Companies' balances of financial assets and liabilities measured at fair value on a recurring basis.
DescriptionJune 30, 2019 Level 1 Level 2Level 3NAV
Westar Energy (millions)
Assets               
Nuclear decommissioning trust(a)
               
Domestic equity funds $83.5
  $76.2
  $
  $
  $7.3
 
International equity funds 47.5
  47.5
  
  
  
 
Core bond fund 35.5
  35.5
  
  
  
 
High-yield bond fund 21.0
  21.0
  
  
  
 
Emerging markets bond fund 17.1
  17.1
  
  
  
 
Combination debt/equity/other fund 15.2
  15.2
  
  
  
 
Alternative investments fund 24.5
  
  
  
  24.5
 
Real estate securities fund 12.2
  
  
  
  12.2
 
Cash equivalents 0.2
  0.2
  
  
  
 
Total nuclear decommissioning trust 256.7
  212.7
  
  
  44.0
 
Rabbi trust               
Core bond fund 25.2
  
  
  
  25.2
 
Combination debt/equity/other fund 6.2
  
  
  
  6.2
 
Cash equivalents 0.2
  0.2
  
  
  
 
Total rabbi trust 31.6
  0.2
  
  
  31.4
 
Total $288.3
  $212.9
  $
  $
  $75.4
 
KCP&L               
Assets               
Nuclear decommissioning trust(a)
               
Equity securities $194.2
  $194.2
  $
  $
  $
 
Debt securities 

             
U.S. Treasury 45.7
  45.7
  
  
  
 
U.S. Agency 0.4
  
  0.4
  
  
 
State and local obligations 2.2
  
  2.2
  
  
 
Corporate bonds 33.1
  
  33.1
  
  
 
Foreign governments 0.1
  
  0.1
  
  
 
Cash equivalents 3.7
  3.7
  
  
  
 
Other (0.4)  
  (0.4)  
  
 
Total nuclear decommissioning trust 279.0
  243.6
  35.4
  
  
 
Self-insured health plan trust(b)
               
Equity securities 0.5
  0.5
  
  
  
 
Debt securities 5.3
  0.7
  4.6
  
  
 
Cash and cash equivalents 7.7
  7.7
  
  
  
 
Total self-insured health plan trust 13.5
  8.9
  4.6
  
  
 
Total $292.5
  $252.5
  $40.0
  $
  $
 
Other Evergy               
Assets               
Rabbi trusts               
Fixed income fund $13.1
  $
  $
  $
  $13.1
 
Cash and cash equivalents 0.4
  0.4
  
  
  
 
Total rabbi trusts $13.5
  $0.4
  $
  $
  $13.1
 
Liabilities               
Interest rate swaps(c)
 $40.4
  $
  $40.4
  $
  $
 
Total $40.4
  $
  $40.4
  $
  $
 
Evergy  
   
   
   
    
Assets  
   
   
   
    
Nuclear decommissioning trust(a)
 $535.7
  $456.3
  $35.4
  $
  $44.0
 
Rabbi trusts 45.1
  0.6
  
  
  44.5
 
Self-insured health plan trust(b)
 13.5
  8.9
  4.6
  
  
 
Total $594.3
  $465.8
  $40.0
  $
  $88.5
 
Liabilities               
Interest rate swaps(c)
 $40.4
  $
  $40.4
  $
  $
 
Total $40.4
  $
  $40.4
  $
  $
 

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DescriptionDecember 31, 2018Level 1Level 2Level 3NAV
Westar Energy (millions)
Assets               
Nuclear decommissioning trust(a)
               
Domestic equity funds $70.6
  $63.9
  $
  $
  $6.7
 
International equity funds 36.2
  36.2
  
  
  
 
Core bond fund 37.5
  37.5
  
  
  
 
High-yield bond fund 18.9
  18.9
  
  
  
 
Emerging markets bond fund 15.4
  15.4
  
  
  
 
Combination debt/equity/other fund 12.9
  12.9
  
  
  
 
Alternative investments fund 24.1
  
  
  
  24.1
 
Real estate securities fund 11.8
  
  
  
  11.8
 
Cash equivalents 0.1
  0.1
  
  
  
 
Total nuclear decommissioning trust 227.5
  184.9
  
  
  42.6
 
Rabbi trust               
Core bond fund 24.8
  
  
  
  24.8
 
Combination debt/equity/other fund 5.6
  
  
  
  5.6
 
Cash equivalents 0.2
  0.2
  
  
  
 
Total rabbi trust 30.6
  0.2
  
  
  30.4
 
Total $258.1
  $185.1
  $
  $
  $73.0
 
KCP&L               
Assets               
Nuclear decommissioning trust(a)
               
Equity securities $166.6
  $166.6
  $
  $
  $
 
Debt securities  
   
   
   
   
 
U.S. Treasury 42.1
  42.1
  
  
  
 
U.S. Agency 0.4
  
  0.4
  
  
 
State and local obligations 2.1
  
  2.1
  
  
 
Corporate bonds 30.9
  
  30.9
  
  
 
Foreign governments 0.1
  
  0.1
  
  
 
Cash equivalents 1.7
  1.7
  
  
  
 
Other 0.7
  0.7
  
  
  
 
Total nuclear decommissioning trust 244.6
  211.1
  33.5
  
  
 
Self-insured health plan trust(b)
               
Equity securities 0.5
  0.5
  
  
  
 
Debt securities 3.9
  0.3
  3.6
  
  
 
Cash and cash equivalents 8.0
  8.0
  
  
  
 
Total self-insured health plan trust 12.4
  8.8
  3.6
  
  
 
Total $257.0
  $219.9
  $37.1
  $
  $
 
Other Evergy               
Assets               
Rabbi trusts               
Fixed income fund $13.2
  $
  $
  $
  $13.2
 
Total rabbi trusts $13.2
  $
  $
  $
  $13.2
 
Liabilities               
Interest rate swaps(c)
 $5.4
  $
  $5.4
  $
  $
 
Total $5.4
  $
  $5.4
  $
  $
 
Evergy  
   
   
   
    
Assets  
   
   
   
    
Nuclear decommissioning trust(a)
 $472.1
  $396.0
  $33.5
  $
  $42.6
 
Rabbi trust 43.8
  0.2
  



  43.6
 
Self-insured health plan trust(b)
 12.4
  8.8
  3.6
  
  
 
Total $528.3
  $405.0
  $37.1
  $
  $86.2
 
Liabilities               
Interest rate swaps(c)
 $5.4
  $
  $5.4
  $
  $
 
Total $5.4
  $
  $5.4
  $
  $
 

(a)
Fair value is based on quoted market prices of the investments held by the trust and/or valuation models.  
(b)
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.
(c)
The fair value of interest rate swaps are determined by calculating the net present value of expected payments and receipts under the interest rate swaps using observable market inputs including interest rates and LIBOR swap rates.

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Certain Evergy and Westar Energy investments included in the table above are measured at NAV as they do not have readily determinable fair values. In certain situations, these investments may have redemption restrictions.
The following table provides additional information on these Evergy and Westar Energy investments.
 June 30, 2019 December 31, 2018 June 30, 2019
 Fair Unfunded Fair Unfunded Redemption Length of
 Value Commitments Value Commitments Frequency Settlement
Westar Energy(millions)    
Nuclear decommissioning trust:     
Domestic equity funds$7.3
 $3.6
 $6.7
 $4.3
 (a) (a)
Alternative investments fund(b)
24.5
 
 24.1
 
 Quarterly 65 days
Real estate securities fund(b)
12.2
 
 11.8
 
 Quarterly 65 days
Total$44.0
 $3.6
 $42.6
 $4.3
    
Rabbi trust:           
Core bond fund$25.2
 $
 $24.8
 $
 (c) (c)
Combination debt/equity/other fund6.2
 
 5.6
 
 (c) (c)
Total$31.4
 $
 $30.4
 $
    
Other Evergy           
Rabbi trusts:           
Fixed income fund$13.1
 $
 $13.2
 $
 (c) (c)
Total Evergy investments at NAV$88.5
 $3.6
 $86.2
 $4.3
    
(a)
This investment is in five long-term private equity funds that do not permit early withdrawal. Investments in these funds cannot be distributed until the underlying investments have been liquidated, which may take years from the date of initial liquidation. Three funds have begun to make distributions. The initial investment in the fourth and fifth fund occurred in the second quarter of 2016 and first quarter of 2018, respectively. The fourth fund's term is 15 years, subject to the general partner's right to extend the term for up to three additional one-year periods.  The fifth fund's term will be 15 years after the initial closing date, subject to additional extensions approved by the Advisory Committee to provide for an orderly liquidation of fund investments and dissolution of the fund.
(b)
There is a holdback on final redemptions.
(c)
This investment can be redeemed immediately and is not subject to any restrictions on redemptions.

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The Evergy Companies hold equity and debt investments classified as securities in various trusts including for the three months endedpurposes of funding the decommissioning of Wolf Creek and year to date September 30, 2017. This premium is represented asfor the difference betweenbenefit of certain retired executive officers of Westar Energy. The Evergy Companies record net realized and unrealized gains and losses on the redemption cost of $963.4 millionnuclear decommissioning trusts in regulatory liabilities on their consolidated balance sheets and the $836.2 million carrying value of the Series B Preferred Stock, less the $124.8 million paid to settle the Series B Preferred Stock dividend make-whole provisions. The redemption premium is recorded as a reduction to earnings (loss) available for common shareholdersrecord net realized and is recorded within preferred stock dividend requirementsunrealized gains and redemption premiumlosses on Westar Energy's rabbi trust in the consolidated statements of income and comprehensive income (loss).income.
The following table summarizes the net unrealized gains (losses) for the Evergy Companies' nuclear decommissioning trusts and rabbi trusts.
  Three Months Ended
June 30
 Year to Date
June 30
  2019 2018 2019 2018
Westar Energy (millions)
Nuclear decommissioning trust - equity securities $8.8
 $(12.8) $26.0
 $(12.9)
Rabbi trust - equity securities 0.9
 (0.1) 2.2
 (0.5)
Total $9.7
 $(12.9) $28.2
 $(13.4)
KCP&L(a)
        
Nuclear decommissioning trust - equity securities $4.5
 $4.1
 $25.2
 $0.5
Nuclear decommissioning trust - debt securities 2.3
 (0.7) 4.4
 (2.3)
Total $6.8
 $3.4
 $29.6
 $(1.8)
Evergy        
Nuclear decommissioning trust - equity securities $13.3
 $(13.9) $51.2
 $(14.0)
Nuclear decommissioning trust - debt securities 2.3
 (0.3) 4.4
 (0.3)
Rabbi trusts - equity securities 1.0
 (0.2) 1.5
 (0.6)
Total $16.6
 $(14.4) $57.1
 $(14.9)
(a) KCP&L amounts are included in consolidated Evergy from June 4, 2018, the date of the closing of the merger, and thereafter.
13.11. COMMITMENTS AND CONTINGENCIES
Environmental MattersInterest Rate Derivatives
Great Plains EnergyThe Evergy Companies are exposed to market risks arising from changes in interest rates and KCP&L are subjectmay use derivative instruments to extensive federal, state and local environmental laws, regulations and permit requirementsmanage these risks. From time to time, risk management activities may include entering into interest rate swap agreements to protect against unfavorable interest rate changes relating to air and water quality, waste management and disposal, natural resources and health and safety.  In addition to imposing continuing compliance obligations and remediation costs, these laws, regulations and permits authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions.  The cost of complying with current and future environmental requirements is expected to be material to Great Plains Energy and KCP&L.  Failure to comply with environmental requirements or to timely recover environmental costs through rates could have a material effect on Great Plains Energy's and KCP&L's results of operations, financial position and cash flows.
Great Plains Energy's and KCP&L's current estimates of capital expenditures (exclusive of Allowance for Funds Used During Construction (AFUDC) and property taxes) over the next four years to comply with environmental regulations are in the following table. The total cost of compliance with any existing, proposed or future laws and regulations may be significantly different from these cost estimates provided.
 2017201820192020
 (millions)
Great Plains Energy$36.3
$16.6
$9.2
$13.7
KCP&L34.9
16.5
7.9
13.0
The Companies expect to seek recovery of the costs associated with environmental requirements throughforecasted debt transactions. These interest rate increases; however, thereswap agreements can be no assurance that such rate increases would be granted. The Companies may be subject to materially adverse rate treatmentdesignated as cash flow hedges, in response to competitive, economic, political, legislative or regulatory factors and/or public perception ofwhich case gains and losses on the Companies' environmental reputation.
The following discussion groups environmental and certain associated matters into the broad categories of air and climate change, water, solid waste and remediation.


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Clean Air Act and Climate Change Overviewinterest rate swaps are deferred in other comprehensive income to be recognized as an adjustment to interest expense over the same period that the hedged interest payments affect earnings.
The Clean Air Act Amendments of 1990 (Clean Air Act) and associated regulations enacted by the Environmental Protection Agency (EPA) form a comprehensive program to preserve and enhance air quality.  States are required to establish regulations and programs to address all requirements of the Clean Air Act and have the flexibility to enact more stringent requirements.  All of Great Plains Energy's and KCP&L's generating facilities, and certain of their other facilities, are subject to the Clean Air Act.
Climate Change
The Companies' current generation capacity is primarily coal-fired and is estimated to produce about one ton of carbon dioxide (CO2) per MWh, or approximately 19 million tons and 15 million tons per year for Great Plains Energy and KCP&L, respectively. The Companies are subject to existing greenhouse gas reporting regulations and certain greenhouse gas requirements.  Federal or state legislation concerning the reduction of emissions of greenhouse gases, including CO2, could be enacted in the future. At the international level, the Paris Agreement was adopted in December 2015 by nearly 200 countries and became effective in November 2016. The Paris Agreement does not result in any new, legally binding obligations on the United States to meet a particular greenhouse gas emissions target, but establishes a framework for international cooperation on climate change. In June 2017, United States President Donald Trump announced the United States would withdraw from the Paris Agreement. Under the rules of the Paris Agreement, the earliest any country can withdraw is November 2020. Other international agreements legally binding on the United States may be reached in the future. Greenhouse gas legislation has the potential of having significant financial and operational impacts on Great Plains Energy and KCP&L; however, the ultimate financial and operational consequences to Great Plains Energy and KCP&L cannot be determined until such legislation is passed. In the absence of new Congressional mandates, the EPA is proceeding with the regulation of greenhouse gases under the existing Clean Air Act.
In August 2015, the EPA finalized CO2 emission standards for new, modified and reconstructed affected fossil-fuel-fired electric utility generating units.  The standards would not apply to Great Plains Energy's and KCP&L's existing units unless the units were modified or reconstructed in the future. Also in August 2015, the EPA finalized its Clean Power Plan which sets CO2 emission performance rates for existing affected fossil-fuel-fired electric generating units. Nationwide, by 2030, the EPA projects the Clean Power Plan would achieve CO2 emission reductions from the power sector of approximately 32% from CO2 emission levels in 2005.
In February 2016, the U.S. Supreme Court grantedDecember 2018, Evergy entered into an interest rate swap agreement with a stay of the Clean Power Plan putting the rule on hold pending review in the United States Court of Appeals for the District of Columbia Circuit and any subsequent review by the U.S. Supreme Court if such review is sought. In October 2017, the EPA proposed to repeal the Clean Power Plan on the basis that it exceeded the EPA’s statutory authority. The EPA has not yet determined if it will propose a new rule to replace the Clean Power Plan and if so, what form that rule would take and when it will do so. Compliance with the Clean Power Plan or any replacement rule has the potential of having significant financial and operational impacts on Great Plains Energy and KCP&L; however, the ultimate financial and operational consequences to Great Plains Energy and KCP&L cannot be determined until the outcome of the EPA's proposal to repeal the Clean Power Plan and pending litigation is known.
Clean Water Act
The Clean Water Act and associated regulations enacted by the EPA form a comprehensive program to restore and preserve water quality.  Like the Clean Air Act, states are required to establish regulations and programs to address all requirements of the Clean Water Act, and have the flexibility to enact more stringent requirements.  All of Great Plains Energy's and KCP&L's generating facilities, and certain of their other facilities, are subject to the Clean Water Act.
In May 2014, the EPA finalized regulations pursuant to Section 316(b) of the Clean Water Act regarding cooling water intake structures pursuant to a court approved settlement.  KCP&L generation facilities with cooling water intake structures are subject to the best technology available standards based on studies completed to comply with

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such standards. The rule provides flexibility to work with the states to develop the best technology available to minimize aquatic species impacted by being pinned against intake screens (impingement) or drawn into cooling water systems (entrainment). Estimated costs to comply with Section 316(b) of the Clean Water Act are included in the estimated capital expenditures table above.
KCP&L holds a permit from the Missouri Department of Natural Resources (MDNR) covering water discharge from its Hawthorn Station.  The permit authorizes KCP&L to, among other things, withdraw water from the Missouri River for cooling purposes and return the heated water to the Missouri River.  KCP&L has applied for a renewal of this permit and the EPA has submitted an interim objection letter regarding the allowablenotional amount of heat$500.0 million that can be containedhas been designated as a cash flow hedge of interest payments from a forecasted debt issuance in the returned water.  Until this matter is resolved, KCP&L continues to operate under its current permit. Great Plains Energy and KCP&L cannot predict the outcome2019. As of this matter; however, while less significant outcomes are possible, this matter may require a reduction in generation, installation of cooling towers or other technology to cool the water, or both, any of which could have a significant impact on Great Plains Energy's and KCP&L's results of operations, financial position and cash flows.  
In September 2015, the EPA finalized a revision of the technology-based effluent limitations guidelines and standards regulation to make the existing controls on discharges from steam electric power plants more stringent. The final rule sets the first federal limits on the levels of toxic metals in wastewater that can be discharged from power plants. The new requirements for existing power plants would be phased in between 2018 and 2023. The final rule establishes new or additional requirements for wastewaters associated with the following processes and byproducts at certain KCP&L and GMO stations: flue gas desulfurization, fly ash, bottom ash, flue gas mercury control, and combustion residual leachate from landfills and surface impoundments. In September 2017, the EPA announced it intends to conduct a rulemaking to potentially revise certain effluent limitations and standards for existing sources required by the rule. The EPA is postponing the earliest compliance dates for flue gas desulfurization and bottom ash transport waste water in the rule for a period of two years. Estimated capital costs to comply with the final rule are included in the estimated capital expenditures table above.
Solid Waste
Solid and hazardous waste generation, storage, transportation, treatment and disposal are regulated at the federal and state levels under various laws and regulations.  In December 2014, the EPA finalized regulations to regulate coal combustion residuals (CCRs) under the Resource Conservation and Recovery Act (RCRA) subtitle D to address the risks from the disposal of CCRs generated from the combustion of coal at electric generating facilities.  The Companies use coal in generating electricity and dispose of the CCRs in both on-site facilities and facilities owned by third parties.  KCP&L's Iatan, La Cygne, and Montrose Stations and GMO's Sibley Station have on-site facilities affected by the rule. The rule requires periodic assessments; groundwater monitoring; location restrictions; design and operating requirements; recordkeeping and notifications; and closure, among other requirements, for CCR units. The rule was promulgated in the Federal Register on April 17, 2015, and became effective six months after promulgation with various obligations effective at specified times within the rule. Estimated capital costs to comply with the CCR rule are included in the estimated capital expenditures table above. Certain requirements of the rule would require Great Plains Energy or KCP&L to expedite or incur additional capital expenditures in the future.
Great Plains Energy and KCP&L have asset retirement obligations (AROs) on their balance sheets for closure and post-closure of ponds and landfills containing CCRs. Certain requirements of the rule could in the future require further evaluation of the expected method of compliance and refinement of assumptions underlying the cost estimates for closure and post-closure. Great Plains Energy's and KCP&L's AROs could increase from the amounts presently recorded.
Remediation
Certain federal and state laws, including the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), hold current and previous owners or operators of contaminated facilities and persons who arranged for the disposal or treatment of hazardous substances liable for the cost of investigation and cleanup.  CERCLA and other laws also authorize the EPA and other agencies to issue orders compelling potentially responsible parties to clean up sites that are determined to present an actual or potential threat to human health or the environment.  GMO

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retains some environmental liability for several operations and investments it no longer owns.  In addition, GMO also owns, or has acquired liabilities from companies that once owned or operated, former manufactured gas plant (MGP) sites, which are subject to the supervision of the EPA and various state environmental agencies.
At SeptemberJune 30, 2017,2019 and December 31, 2016, KCP&L had $0.3 million accrued for environmental remediation expenses, which covers ground water monitoring at a former MGP site.  The amount accrued was established on an undiscounted basis and KCP&L does not currently have an estimated time frame over which2018, the accrued amount may be paid.
In addition to the $0.3 million accrual above, at September 30, 2017, and December 31, 2016, Great Plains Energy had $1.4 million accrued for the future investigation and remediation of certain additional GMO identified MGP sites and retained liabilities.  This estimate was based upon review of the potential costs associated with conducting investigative and remedial actions at identified sites, as well as the likelihood of whether such actions will be necessary.  This estimate could change materially after further investigation, and could also be affected by the actions of environmental agencies and the financial viability of other potentially responsible parties; however, given the uncertainty of these items the possible loss or range of loss in excess of the amount accrued is not estimable.
GMO has pursued recovery of remediation costs from insurance carriers and other potentially responsible parties.  As a result of a settlement with an insurance carrier, approximately $1.5 million in insurance proceeds less an annual deductible is available to GMO to recover qualified MGP remediation expenses.  GMO would seek recovery of additional remediation costs and expenses through rate increases; however, there can be no assurance that such rate increases would be granted.
14. LEGAL PROCEEDINGS
GMO Western Energy Crisis
In response to complaints of excessive prices in the California energy markets, FERC issued an order in July 2001 requiring net sellers of power in the California markets from October 2, 2000, through June 20, 2001, at prices above a FERC-determined competitive market clearing price, to make refunds to net purchasers of power in the California market during that time period.  MPS Merchant was a net purchaser of power during the refund period.
In November 2014, FERC issued an order finding that MPS Merchant engaged in tariff violations during the periods prior to October 2, 2000 (the Summer Period) and ordered refunds in the form of disgorgement of certain revenues. In November 2015 and February 2016, FERC issued additional orders regarding the refunds MPS Merchant owed.
In October 2016, MPS Merchant reached a settlement agreement, which was subsequently revised in February 2017, with certain California utilities and governmental agencies that would settle all issues in the case in exchange for $7.5 million of cash consideration as well as MPS Merchant's interest in additional funds it was entitled to during the refund period discussed above. In September 2017, the settlement agreement was approved by FERC and the settlement payment was made by MPS Merchant in October 2017. In accordance with the terms of the settlement agreement, the $7.5 million of cash consideration accrued interest at the FERC interest rate beginning on January 1, 2017, until the dateswap had a fair value of the payment of the settlement. At September 30, 2017, and December 31, 2016, Great Plains Energy had accrued for the cash consideration and any applicable interest pursuant to the settlement agreement.
15. RELATED PARTY TRANSACTIONS AND RELATIONSHIPS
KCP&L employees manage GMO's business and operate its facilities at cost, including GMO's 18% ownership interest in KCP&L's Iatan Nos. 1 and 2.  The operating expenses and capital costs billed from KCP&L to GMO were $49.2$(40.4) million and $145.0$(5.4) million, respectively, forand was recorded within other current liabilities on Evergy's consolidated balance sheet. For the three months ended and year to date SeptemberJune 30, 2017. These costs totaled $48.92019, Evergy recorded a $21.2 million pre-tax loss and a $35.0 million pre-tax loss, respectively, in other comprehensive loss on Evergy's consolidated statements of comprehensive income related to this interest rate swap.
Fair Value of Long-Term Debt
The Evergy Companies measure the fair value of long-term debt using Level 2 measurements available as of the measurement date. The book value and fair value of the Evergy Companies' long-term debt and long-term debt of variable interest entities is summarized in the following table.
  June 30, 2019 December 31, 2018
  Book Value Fair Value Book Value Fair Value
Long-term debt(a)
 (millions)
Evergy(b)
 $7,123.6
 $7,671.3
 $7,341.7
 $7,412.1
Westar Energy 3,390.6
 3,701.0
 3,689.8
 3,771.3
KCP&L 2,524.3
 2,836.6
 2,530.1
 2,637.5
Long-term debt of variable interest entities(a)
        
Evergy $51.1
 $51.5
 $81.4
 $81.3
Westar Energy 51.1
 51.5
 81.4
 81.3
(a) Includes current maturities.
(b) Book value as of June 30, 2019 and December 31, 2018, includes $133.0 million and $143.8$144.8 million, respectively, for the three months ended and year to date September 30, 2016.

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KCP&L and GMO are also authorized to participatefair value adjustments recorded in connection with purchase accounting for the Great Plains Energy money pool, an internal financing arrangement inand Westar Energy merger, which funds may be lentare not part of future principal payments and will amortize over the remaining life of the associated debt instrument.


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Recurring Fair Value Measurements
The following tables include the Evergy Companies' balances of financial assets and liabilities measured at fair value on a short-term basis to KCP&Lrecurring basis.
DescriptionJune 30, 2019 Level 1 Level 2Level 3NAV
Westar Energy (millions)
Assets               
Nuclear decommissioning trust(a)
               
Domestic equity funds $83.5
  $76.2
  $
  $
  $7.3
 
International equity funds 47.5
  47.5
  
  
  
 
Core bond fund 35.5
  35.5
  
  
  
 
High-yield bond fund 21.0
  21.0
  
  
  
 
Emerging markets bond fund 17.1
  17.1
  
  
  
 
Combination debt/equity/other fund 15.2
  15.2
  
  
  
 
Alternative investments fund 24.5
  
  
  
  24.5
 
Real estate securities fund 12.2
  
  
  
  12.2
 
Cash equivalents 0.2
  0.2
  
  
  
 
Total nuclear decommissioning trust 256.7
  212.7
  
  
  44.0
 
Rabbi trust               
Core bond fund 25.2
  
  
  
  25.2
 
Combination debt/equity/other fund 6.2
  
  
  
  6.2
 
Cash equivalents 0.2
  0.2
  
  
  
 
Total rabbi trust 31.6
  0.2
  
  
  31.4
 
Total $288.3
  $212.9
  $
  $
  $75.4
 
KCP&L               
Assets               
Nuclear decommissioning trust(a)
               
Equity securities $194.2
  $194.2
  $
  $
  $
 
Debt securities 

             
U.S. Treasury 45.7
  45.7
  
  
  
 
U.S. Agency 0.4
  
  0.4
  
  
 
State and local obligations 2.2
  
  2.2
  
  
 
Corporate bonds 33.1
  
  33.1
  
  
 
Foreign governments 0.1
  
  0.1
  
  
 
Cash equivalents 3.7
  3.7
  
  
  
 
Other (0.4)  
  (0.4)  
  
 
Total nuclear decommissioning trust 279.0
  243.6
  35.4
  
  
 
Self-insured health plan trust(b)
               
Equity securities 0.5
  0.5
  
  
  
 
Debt securities 5.3
  0.7
  4.6
  
  
 
Cash and cash equivalents 7.7
  7.7
  
  
  
 
Total self-insured health plan trust 13.5
  8.9
  4.6
  
  
 
Total $292.5
  $252.5
  $40.0
  $
  $
 
Other Evergy               
Assets               
Rabbi trusts               
Fixed income fund $13.1
  $
  $
  $
  $13.1
 
Cash and cash equivalents 0.4
  0.4
  
  
  
 
Total rabbi trusts $13.5
  $0.4
  $
  $
  $13.1
 
Liabilities               
Interest rate swaps(c)
 $40.4
  $
  $40.4
  $
  $
 
Total $40.4
  $
  $40.4
  $
  $
 
Evergy  
   
   
   
    
Assets  
   
   
   
    
Nuclear decommissioning trust(a)
 $535.7
  $456.3
  $35.4
  $
  $44.0
 
Rabbi trusts 45.1
  0.6
  
  
  44.5
 
Self-insured health plan trust(b)
 13.5
  8.9
  4.6
  
  
 
Total $594.3
  $465.8
  $40.0
  $
  $88.5
 
Liabilities               
Interest rate swaps(c)
 $40.4
  $
  $40.4
  $
  $
 
Total $40.4
  $
  $40.4
  $
  $
 

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DescriptionDecember 31, 2018Level 1Level 2Level 3NAV
Westar Energy (millions)
Assets               
Nuclear decommissioning trust(a)
               
Domestic equity funds $70.6
  $63.9
  $
  $
  $6.7
 
International equity funds 36.2
  36.2
  
  
  
 
Core bond fund 37.5
  37.5
  
  
  
 
High-yield bond fund 18.9
  18.9
  
  
  
 
Emerging markets bond fund 15.4
  15.4
  
  
  
 
Combination debt/equity/other fund 12.9
  12.9
  
  
  
 
Alternative investments fund 24.1
  
  
  
  24.1
 
Real estate securities fund 11.8
  
  
  
  11.8
 
Cash equivalents 0.1
  0.1
  
  
  
 
Total nuclear decommissioning trust 227.5
  184.9
  
  
  42.6
 
Rabbi trust               
Core bond fund 24.8
  
  
  
  24.8
 
Combination debt/equity/other fund 5.6
  
  
  
  5.6
 
Cash equivalents 0.2
  0.2
  
  
  
 
Total rabbi trust 30.6
  0.2
  
  
  30.4
 
Total $258.1
  $185.1
  $
  $
  $73.0
 
KCP&L               
Assets               
Nuclear decommissioning trust(a)
               
Equity securities $166.6
  $166.6
  $
  $
  $
 
Debt securities  
   
   
   
   
 
U.S. Treasury 42.1
  42.1
  
  
  
 
U.S. Agency 0.4
  
  0.4
  
  
 
State and local obligations 2.1
  
  2.1
  
  
 
Corporate bonds 30.9
  
  30.9
  
  
 
Foreign governments 0.1
  
  0.1
  
  
 
Cash equivalents 1.7
  1.7
  
  
  
 
Other 0.7
  0.7
  
  
  
 
Total nuclear decommissioning trust 244.6
  211.1
  33.5
  
  
 
Self-insured health plan trust(b)
               
Equity securities 0.5
  0.5
  
  
  
 
Debt securities 3.9
  0.3
  3.6
  
  
 
Cash and cash equivalents 8.0
  8.0
  
  
  
 
Total self-insured health plan trust 12.4
  8.8
  3.6
  
  
 
Total $257.0
  $219.9
  $37.1
  $
  $
 
Other Evergy               
Assets               
Rabbi trusts               
Fixed income fund $13.2
  $
  $
  $
  $13.2
 
Total rabbi trusts $13.2
  $
  $
  $
  $13.2
 
Liabilities               
Interest rate swaps(c)
 $5.4
  $
  $5.4
  $
  $
 
Total $5.4
  $
  $5.4
  $
  $
 
Evergy  
   
   
   
    
Assets  
   
   
   
    
Nuclear decommissioning trust(a)
 $472.1
  $396.0
  $33.5
  $
  $42.6
 
Rabbi trust 43.8
  0.2
  



  43.6
 
Self-insured health plan trust(b)
 12.4
  8.8
  3.6
  
  
 
Total $528.3
  $405.0
  $37.1
  $
  $86.2
 
Liabilities               
Interest rate swaps(c)
 $5.4
  $
  $5.4
  $
  $
 
Total $5.4
  $
  $5.4
  $
  $
 

(a)
Fair value is based on quoted market prices of the investments held by the trust and/or valuation models.  
(b)
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.
(c)
The fair value of interest rate swaps are determined by calculating the net present value of expected payments and receipts under the interest rate swaps using observable market inputs including interest rates and LIBOR swap rates.

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Certain Evergy and GMO from Great PlainsWestar Energy investments included in the table above are measured at NAV as they do not have readily determinable fair values. In certain situations, these investments may have redemption restrictions.
The following table provides additional information on these Evergy and between KCP&LWestar Energy investments.
 June 30, 2019 December 31, 2018 June 30, 2019
 Fair Unfunded Fair Unfunded Redemption Length of
 Value Commitments Value Commitments Frequency Settlement
Westar Energy(millions)    
Nuclear decommissioning trust:     
Domestic equity funds$7.3
 $3.6
 $6.7
 $4.3
 (a) (a)
Alternative investments fund(b)
24.5
 
 24.1
 
 Quarterly 65 days
Real estate securities fund(b)
12.2
 
 11.8
 
 Quarterly 65 days
Total$44.0
 $3.6
 $42.6
 $4.3
    
Rabbi trust:           
Core bond fund$25.2
 $
 $24.8
 $
 (c) (c)
Combination debt/equity/other fund6.2
 
 5.6
 
 (c) (c)
Total$31.4
 $
 $30.4
 $
    
Other Evergy           
Rabbi trusts:           
Fixed income fund$13.1
 $
 $13.2
 $
 (c) (c)
Total Evergy investments at NAV$88.5
 $3.6
 $86.2
 $4.3
    
(a)
This investment is in five long-term private equity funds that do not permit early withdrawal. Investments in these funds cannot be distributed until the underlying investments have been liquidated, which may take years from the date of initial liquidation. Three funds have begun to make distributions. The initial investment in the fourth and fifth fund occurred in the second quarter of 2016 and first quarter of 2018, respectively. The fourth fund's term is 15 years, subject to the general partner's right to extend the term for up to three additional one-year periods.  The fifth fund's term will be 15 years after the initial closing date, subject to additional extensions approved by the Advisory Committee to provide for an orderly liquidation of fund investments and dissolution of the fund.
(b)
There is a holdback on final redemptions.
(c)
This investment can be redeemed immediately and is not subject to any restrictions on redemptions.

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The Evergy Companies hold equity and GMO. At September 30, 2017,debt investments classified as securities in various trusts including for the purposes of funding the decommissioning of Wolf Creek and December 31, 2016, KCP&L had no outstanding receivables or payables underfor the money pool.benefit of certain retired executive officers of Westar Energy. The Evergy Companies record net realized and unrealized gains and losses on the nuclear decommissioning trusts in regulatory liabilities on their consolidated balance sheets and record net realized and unrealized gains and losses on Westar Energy's rabbi trust in the consolidated statements of income and comprehensive income.
The following table summarizes KCP&L's related partythe net receivables.unrealized gains (losses) for the Evergy Companies' nuclear decommissioning trusts and rabbi trusts.
  September 30 December 31
  2017  2016 
  (millions) 
Net receivable from GMO $55.1
  $64.6
 
Net receivable from Great Plains Energy 27.0
  2.6
 
  Three Months Ended
June 30
 Year to Date
June 30
  2019 2018 2019 2018
Westar Energy (millions)
Nuclear decommissioning trust - equity securities $8.8
 $(12.8) $26.0
 $(12.9)
Rabbi trust - equity securities 0.9
 (0.1) 2.2
 (0.5)
Total $9.7
 $(12.9) $28.2
 $(13.4)
KCP&L(a)
        
Nuclear decommissioning trust - equity securities $4.5
 $4.1
 $25.2
 $0.5
Nuclear decommissioning trust - debt securities 2.3
 (0.7) 4.4
 (2.3)
Total $6.8
 $3.4
 $29.6
 $(1.8)
Evergy        
Nuclear decommissioning trust - equity securities $13.3
 $(13.9) $51.2
 $(14.0)
Nuclear decommissioning trust - debt securities 2.3
 (0.3) 4.4
 (0.3)
Rabbi trusts - equity securities 1.0
 (0.2) 1.5
 (0.6)
Total $16.6
 $(14.4) $57.1
 $(14.9)
(a) KCP&L amounts are included in consolidated Evergy from June 4, 2018, the date of the closing of the merger, and thereafter.
16. FAIR VALUE MEASUREMENTS11. COMMITMENTS AND CONTINGENCIES
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  GAAP establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad categories, giving the highest priority to quoted prices in active markets for identical assets or liabilities and lowest priority to unobservable inputs.  A definition of the various levels, as well as discussion of the various measurements within the levels, is as follows:
Level 1 – Unadjusted quoted prices for identical assets or liabilities in active markets that Great Plains Energy and KCP&L have access to at the measurement date.  
Level 2 – Market-based inputs for assets or liabilities that are observable (either directly or indirectly) or inputs that are not observable but are corroborated by market data.  
Level 3 – Unobservable inputs, reflecting Great Plains Energy's and KCP&L's own assumptions about the assumptions market participants would use in pricing the asset or liability.  
Great Plains Energy and KCP&L record cash and cash equivalents and short-term borrowings on the balance sheet at cost, which approximates fair value due to the short-term nature of these instruments.
Interest Rate Derivatives
In June 2016, Great Plains Energy enteredThe Evergy Companies are exposed to market risks arising from changes in interest rates and may use derivative instruments to manage these risks. From time to time, risk management activities may include entering into four interest rate swap agreements to protect against unfavorable interest rate changes relating to forecasted debt transactions. These interest rate swap agreements can be designated as cash flow hedges, in which case gains and losses on the

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interest rate swaps are deferred in other comprehensive income to be recognized as an adjustment to interest expense over the same period that the hedged interest payments affect earnings.

In December 2018, Evergy entered into an interest rate swap agreement with a total notional amount of $4.4 billion, to hedge against interest rate fluctuations on future issuances of long-term debt expected to be issued to finance a portion of the cash consideration for the acquisition of Westar under the Original Merger Agreement.  The interest rate swaps were$500.0 million that has been designated as economic hedges (non-hedging derivatives). Settlementa cash flow hedge of the interest rate swaps was contingent on the consummationpayments from a forecasted debt issuance in 2019. As of the acquisition of Westar. In July 2017,June 30, 2019 and December 31, 2018, the interest rate swap agreements were amended to make them contingent on the consummation of the anticipated merger with Westar under the Amended Merger Agreement by November 30, 2018.
In March 2017, in connection with Great Plains Energy's $4.3 billion senior note issuance, the settlement value of the interest rate swaps to Great Plains Energy of $140.6 million was fixed. Cash settlement of the $140.6 million is contingent on the consummation of the anticipated merger with Westar by November 30, 2018. Thehad a fair value of the interest rate swaps recorded on Great Plains Energy's balance sheets reflects a contingency factor that management believes is representative of what a market participant would use in valuing these instruments in order to account for the contingent nature of the cash settlement of the interest rate swaps. The contingency factor was 0.45 and 0.35 at September 30, 2017, and December 31, 2016, respectively. At September 30, 2017, and December 31, 2016, the fair value of the interest rate swaps was $77.4$(40.4) million and $79.3$(5.4) million, respectively, and was recorded within other current liabilities on theEvergy's consolidated balance sheets in interest rate derivative instruments.sheet. For the three months ended and year to date SeptemberJune 30, 2017, Great Plains Energy recognized2019, Evergy recorded a $28.2$21.2 million gainpre-tax loss and a $1.9$35.0 million pre-tax loss, respectively, in other comprehensive loss on Evergy's consolidated statements of comprehensive income related to this interest charges for the change in fair value. For the three months ended and year to date

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September 30, 2016, Great Plains Energy recognized losses of $1.8 million and $78.8 million, respectively, in interest charges for the change in fair value.rate swap.
Fair Value of Long-Term Debt
Great Plains Energy and KCP&L record long-term debt onThe Evergy Companies measure the balance sheet at amortized cost. The fair value of long-term debt is measured as ausing Level 2 liability and is based on quoted market prices, withmeasurements available as of the incremental borrowing rate for similar debt used to determine fair value if quoted market prices are not available. At September 30, 2017, themeasurement date. The book value and fair value of Great Plains Energy'sthe Evergy Companies' long-term debt including current maturities, were $3.7 billion and $3.9 billion, respectively. At December 31, 2016, the book value and fair value of Great Plains Energy's long-term debt includingof variable interest entities is summarized in the following table.
  June 30, 2019 December 31, 2018
  Book Value Fair Value Book Value Fair Value
Long-term debt(a)
 (millions)
Evergy(b)
 $7,123.6
 $7,671.3
 $7,341.7
 $7,412.1
Westar Energy 3,390.6
 3,701.0
 3,689.8
 3,771.3
KCP&L 2,524.3
 2,836.6
 2,530.1
 2,637.5
Long-term debt of variable interest entities(a)
        
Evergy $51.1
 $51.5
 $81.4
 $81.3
Westar Energy 51.1
 51.5
 81.4
 81.3
(a) Includes current maturities, were $3.8 billion and $4.0 billion, respectively. At Septembermaturities.
(b) Book value as of June 30, 2017, the book value and fair value of KCP&L's long-term debt, including current maturities, were $2.6 billion and $2.8 billion, respectively. At December 31, 2016, the book value and fair value of KCP&L's long-term debt, including current maturities, were $2.6 billion and $2.7 billion, respectively.
Supplemental Executive Retirement Plan
At September 30, 2017,2019 and December 31, 2016, GMO's Supplemental Executive Retirement Plan rabbi trusts included $15.02018, includes $133.0 million and $16.0$144.8 million, respectively, of fixed income funds valued at net assetfair value per share (or its equivalent) thatadjustments recorded in connection with purchase accounting for the Great Plains Energy and Westar Energy merger, which are not categorized inpart of future principal payments and will amortize over the fair value hierarchy. The fixed income fund invests primarily in intermediate and long-termremaining life of the associated debt securities, can be redeemed immediately and is not subject to any restrictions on redemptions.instrument.


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Recurring Fair Value Measurements
The following tables include Great Plains Energy's and KCP&L'sthe Evergy Companies' balances of financial assets and liabilities measured at fair value on a recurring basis.
DescriptionSeptember 30
2017
 Level 1 Level 2 Level 3June 30, 2019 Level 1 Level 2Level 3NAV
Westar Energy (millions)
Assets           
Nuclear decommissioning trust(a)
           
Domestic equity funds $83.5
 $76.2
 $
 $
 $7.3
 
International equity funds 47.5
 47.5
 
 
 
 
Core bond fund 35.5
 35.5
 
 
 
 
High-yield bond fund 21.0
 21.0
 
 
 
 
Emerging markets bond fund 17.1
 17.1
 
 
 
 
Combination debt/equity/other fund 15.2
 15.2
 
 
 
 
Alternative investments fund 24.5
 
 
 
 24.5
 
Real estate securities fund 12.2
 
 
 
 12.2
 
Cash equivalents 0.2
 0.2
 
 
 
 
Total nuclear decommissioning trust 256.7
 212.7
 
 
 44.0
 
Rabbi trust           
Core bond fund 25.2
 
 
 
 25.2
 
Combination debt/equity/other fund 6.2
 
 
 
 6.2
 
Cash equivalents 0.2
 0.2
 
 
 
 
Total rabbi trust 31.6
 0.2
 
 
 31.4
 
Total $288.3
 $212.9
 $
 $
 $75.4
 
KCP&L (millions)            
Assets                    
Nuclear decommissioning trust (a)
                    
Equity securities $174.2
 $174.2
 $
 $
  $194.2
 $194.2
 $
 $
 $
 
Debt securities  
  
  
  
  

         
U.S. Treasury 33.6
 33.6
 
 
  45.7
 45.7
 
 
 
 
U.S. Agency 0.4
 
 0.4
 
  0.4
 
 0.4
 
 
 
State and local obligations 2.5
 
 2.5
 
  2.2
 
 2.2
 
 
 
Corporate bonds 33.2
 
 33.2
 
  33.1
 
 33.1
 
 
 
Foreign governments 0.1
 
 0.1
 
  0.1
 
 0.1
 
 
 
Cash equivalents 2.9
 2.9
 
 
  3.7
 3.7
 
 
 
 
Other 0.6
 0.6
 
 
  (0.4) 
 (0.4) 
 
 
Total nuclear decommissioning trust 247.5
 211.3
 36.2
 
  279.0
 243.6
 35.4
 
 
 
Self-insured health plan trust (b)
                    
Equity securities 0.4
 0.4
 
 
  0.5
 0.5
 
 
 
 
Debt securities 2.8
 0.4
 2.4
 
  5.3
 0.7
 4.6
 
 
 
Cash and cash equivalents 8.1
 8.1
 
 
  7.7
 7.7
 
 
 
 
Total self-insured health plan trust 11.3
 8.9
 2.4
 
  13.5
 8.9
 4.6
 
 
 
Total $258.8
 $220.2
 $38.6
 $
  $292.5
 $252.5
 $40.0
 $
 $
 
Other Great Plains Energy  
  
  
  
 
Other Evergy           
Assets  
  
  
  
            
Interest rate derivative instruments (c)
 $77.4
 $
 $
 $77.4
 
Rabbi trusts           
Fixed income fund $13.1
 $
 $
 $
 $13.1
 
Cash and cash equivalents 0.4
 0.4
 
 
 
 
Total rabbi trusts $13.5
 $0.4
 $
 $
 $13.1
 
Liabilities           
Interest rate swaps(c)
 $40.4
 $
 $40.4
 $
 $
 
Total $77.4
 $
 $
 $77.4
  $40.4
 $
 $40.4
 $
 $
 
Great Plains Energy  
  
  
  
 
Evergy  
  
  
  
   
Assets  
  
  
  
   
  
  
  
   
Nuclear decommissioning trust (a)
 $247.5
 $211.3
 $36.2
 $
  $535.7
 $456.3
 $35.4
 $
 $44.0
 
Rabbi trusts 45.1
 0.6
 
 
 44.5
 
Self-insured health plan trust (b)
 11.3
 8.9
 2.4
 
  13.5
 8.9
 4.6
 
 
 
Interest rate derivative instruments (c)
 77.4
 
 
 77.4
 
Total $336.2
 $220.2
 $38.6
 $77.4
  $594.3
 $465.8
 $40.0
 $
 $88.5
 
Liabilities           
Interest rate swaps(c)
 $40.4
 $
 $40.4
 $
 $
 
Total $40.4
 $
 $40.4
 $
 $
 


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DescriptionDecember 31, 2018Level 1Level 2Level 3NAV
Westar Energy (millions)
Assets               
Nuclear decommissioning trust(a)
               
Domestic equity funds $70.6
  $63.9
  $
  $
  $6.7
 
International equity funds 36.2
  36.2
  
  
  
 
Core bond fund 37.5
  37.5
  
  
  
 
High-yield bond fund 18.9
  18.9
  
  
  
 
Emerging markets bond fund 15.4
  15.4
  
  
  
 
Combination debt/equity/other fund 12.9
  12.9
  
  
  
 
Alternative investments fund 24.1
  
  
  
  24.1
 
Real estate securities fund 11.8
  
  
  
  11.8
 
Cash equivalents 0.1
  0.1
  
  
  
 
Total nuclear decommissioning trust 227.5
  184.9
  
  
  42.6
 
Rabbi trust               
Core bond fund 24.8
  
  
  
  24.8
 
Combination debt/equity/other fund 5.6
  
  
  
  5.6
 
Cash equivalents 0.2
  0.2
  
  
  
 
Total rabbi trust 30.6
  0.2
  
  
  30.4
 
Total $258.1
  $185.1
  $
  $
  $73.0
 
KCP&L               
Assets               
Nuclear decommissioning trust(a)
               
Equity securities $166.6
  $166.6
  $
  $
  $
 
Debt securities  
   
   
   
   
 
U.S. Treasury 42.1
  42.1
  
  
  
 
U.S. Agency 0.4
  
  0.4
  
  
 
State and local obligations 2.1
  
  2.1
  
  
 
Corporate bonds 30.9
  
  30.9
  
  
 
Foreign governments 0.1
  
  0.1
  
  
 
Cash equivalents 1.7
  1.7
  
  
  
 
Other 0.7
  0.7
  
  
  
 
Total nuclear decommissioning trust 244.6
  211.1
  33.5
  
  
 
Self-insured health plan trust(b)
               
Equity securities 0.5
  0.5
  
  
  
 
Debt securities 3.9
  0.3
  3.6
  
  
 
Cash and cash equivalents 8.0
  8.0
  
  
  
 
Total self-insured health plan trust 12.4
  8.8
  3.6
  
  
 
Total $257.0
  $219.9
  $37.1
  $
  $
 
Other Evergy               
Assets               
Rabbi trusts               
Fixed income fund $13.2
  $
  $
  $
  $13.2
 
Total rabbi trusts $13.2
  $
  $
  $
  $13.2
 
Liabilities               
Interest rate swaps(c)
 $5.4
  $
  $5.4
  $
  $
 
Total $5.4
  $
  $5.4
  $
  $
 
Evergy  
   
   
   
    
Assets  
   
   
   
    
Nuclear decommissioning trust(a)
 $472.1
  $396.0
  $33.5
  $
  $42.6
 
Rabbi trust 43.8
  0.2
  



  43.6
 
Self-insured health plan trust(b)
 12.4
  8.8
  3.6
  
  
 
Total $528.3
  $405.0
  $37.1
  $
  $86.2
 
Liabilities               
Interest rate swaps(c)
 $5.4
  $
  $5.4
  $
  $
 
Total $5.4
  $
  $5.4
  $
  $
 
DescriptionDecember 31
2016
 Level 1 Level 2 Level 3
KCP&L (millions) 
Assets               
Nuclear decommissioning trust (a)
               
Equity securities $153.9
   $153.9
   $
   $
 
Debt securities  
    
    
    
 
U.S. Treasury 27.8
   27.8
   
   
 
U.S. Agency 1.7
   
   1.7
   
 
State and local obligations 3.2
   
   3.2
   
 
Corporate bonds 32.4
   
   32.4
   
 
Foreign governments 0.1
   
   0.1
   
 
Cash equivalents 3.8
   3.8
   
   
 
Total nuclear decommissioning trust 222.9
   185.5
   37.4
   
 
Self-insured health plan trust (b)
               
Equity securities 0.9
   0.9
   
   
 
Debt securities 4.8
   0.1
   4.7
   
 
Cash and cash equivalents 5.6
   5.6
   
   
 
Total self-insured health plan trust 11.3
   6.6
   4.7
   
 
Total $234.2
   $192.1
   $42.1
   $
 
Other Great Plains Energy  
    
    
    
 
Assets  
    
    
    
 
Interest rate derivative instruments (c)
 $79.3
   $
   $
   $79.3
 
Total $79.3
   $
   $
  
$79.3
 
Great Plains Energy  
    
    
    
 
Assets  
    
    
    
 
Nuclear decommissioning trust (a)
 $222.9
   $185.5
   $37.4
   $
 
Self-insured health plan trust (b)
 11.3
   6.6
   4.7
   
 
Interest rate derivative instruments (c)
 79.3
   
   
   79.3
 
Total $313.5
   $192.1
   $42.1
   $79.3
 

(a) 
Fair value is based on quoted market prices of the investments held by the fundtrust and/or valuation models.  
(b) 
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.
(c) 
At September 30, 2017, theThe fair value of interest rate derivative instruments is based on the settlement value of $140.6 million discounted by a contingency factor of 0.45 that management believes is representative of what a market participant would use in valuing these instruments in order to account for the contingent nature of the cash settlement of these instruments. At December 31, 2016, the fair value of interest rate derivative instruments isswaps are determined by calculating the net present value of expected payments and receipts under the interest rate swaps using observable market inputs including interest rates and London Interbank Offered Rate (LIBOR)LIBOR swap rates discounted by a contingency factor of 0.35. A decrease in the contingency factor would result in a higher fair value measurement. The contingency factor will increase in response to facts and circumstances that in the view of a market participant, would increase the likelihood that the merger with Westar is not consummated. Because of the unobservable nature of the contingency factor, the interest rate derivatives have been classified as Level 3.rates.


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The following tables reconcile the beginning and ending balances for all Level 3 assets and liabilities measured at fair value on a recurring basis.
Great Plains Energy   
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
 Derivative Instruments
 2017 2016
 (millions)
Net liability at July 1$(7.9) $(77.0)
Total realized/unrealized gains (losses):   
included in interest charges28.2
 (1.8)
included in loss on Series B Preferred Stock dividend make-whole provisions(67.7) 
Settlements124.8
 
Net asset (liability) at September 30$77.4
 $(78.8)
Total unrealized gains (losses) relating to assets and liabilities still on the consolidated balance sheet at September 30:   
included in interest charges$28.2
 $(1.8)
    
Great Plains Energy   
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)   
 Derivative Instruments
 2017 2016
 (millions)
Net asset at January 1$79.3
 $
Total realized/unrealized losses: 
  
included in interest charges(1.9) (78.8)
included in loss on Series B Preferred Stock dividend make-whole provisions(124.8) 
Settlements124.8
 
Net asset (liability) at September 30$77.4
 $(78.8)
Total unrealized losses relating to assets and liabilities still on the consolidated balance sheet at September 30:   
included in interest charges$(1.9) $(78.8)


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17. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)Certain Evergy and Westar Energy investments included in the table above are measured at NAV as they do not have readily determinable fair values. In certain situations, these investments may have redemption restrictions.
The following tables reflect the change in the balances of each component of accumulated other comprehensive loss for Great Plainstable provides additional information on these Evergy and Westar Energy and KCP&L.investments.
Great Plains Energy            
  
Gains and Losses on Cash Flow Hedges(a)
 
Defined Benefit Pension Items(a)
  
Total(a)
 
  (millions)
Year to Date September 30, 2017            
Beginning balance January 1  $(4.5)   $(2.1)   $(6.6) 
Amounts reclassified from accumulated other comprehensive loss  4.1
   0.3
   4.4
 
Net current period other comprehensive income  4.1
   0.3
   4.4
 
Ending balance September 30  $(0.4)   $(1.8)   $(2.2) 
Year to Date September 30, 2016            
Beginning balance January 1  $(10.1)   $(1.9)   $(12.0) 
Amounts reclassified from accumulated other comprehensive loss  4.1
   0.4
   4.5
 
Net current period other comprehensive income  4.1
   0.4
   4.5
 
Ending balance September 30  $(6.0)   $(1.5)   $(7.5) 
 June 30, 2019 December 31, 2018 June 30, 2019
 Fair Unfunded Fair Unfunded Redemption Length of
 Value Commitments Value Commitments Frequency Settlement
Westar Energy(millions)    
Nuclear decommissioning trust:     
Domestic equity funds$7.3
 $3.6
 $6.7
 $4.3
 (a) (a)
Alternative investments fund(b)
24.5
 
 24.1
 
 Quarterly 65 days
Real estate securities fund(b)
12.2
 
 11.8
 
 Quarterly 65 days
Total$44.0
 $3.6
 $42.6
 $4.3
    
Rabbi trust:           
Core bond fund$25.2
 $
 $24.8
 $
 (c) (c)
Combination debt/equity/other fund6.2
 
 5.6
 
 (c) (c)
Total$31.4
 $
 $30.4
 $
    
Other Evergy           
Rabbi trusts:           
Fixed income fund$13.1
 $
 $13.2
 $
 (c) (c)
Total Evergy investments at NAV$88.5
 $3.6
 $86.2
 $4.3
    
(a)
This investment is in five long-term private equity funds that do not permit early withdrawal. Investments in these funds cannot be distributed until the underlying investments have been liquidated, which may take years from the date of initial liquidation. Three funds have begun to make distributions. The initial investment in the fourth and fifth fund occurred in the second quarter of 2016 and first quarter of 2018, respectively. The fourth fund's term is 15 years, subject to the general partner's right to extend the term for up to three additional one-year periods.  The fifth fund's term will be 15 years after the initial closing date, subject to additional extensions approved by the Advisory Committee to provide for an orderly liquidation of fund investments and dissolution of the fund.
(b)
There is a holdback on final redemptions.
(c)
This investment can be redeemed immediately and is not subject to any restrictions on redemptions.
(a) Net of tax
KCP&L    
  
Gains and Losses on Cash Flow Hedges(a)
  (millions)
Year to Date September 30, 2017    
Beginning balance January 1  $(4.2) 
Amounts reclassified from accumulated other comprehensive loss  3.8
 
Net current period other comprehensive income  3.8
 
Ending balance September 30  $(0.4) 
Year to Date September 30, 2016    
Beginning balance January 1  $(9.6) 
Amounts reclassified from accumulated other comprehensive loss  4.0
 
Net current period other comprehensive income  4.0
 
Ending balance September 30  $(5.6) 
(a) Net of tax


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The Evergy Companies hold equity and debt investments classified as securities in various trusts including for the purposes of funding the decommissioning of Wolf Creek and for the benefit of certain retired executive officers of Westar Energy. The Evergy Companies record net realized and unrealized gains and losses on the nuclear decommissioning trusts in regulatory liabilities on their consolidated balance sheets and record net realized and unrealized gains and losses on Westar Energy's rabbi trust in the consolidated statements of income and comprehensive income.
The following tables reflecttable summarizes the effect on certain line items of net income from amounts reclassified out of each component of accumulated other comprehensive lossunrealized gains (losses) for Great Plains Energythe Evergy Companies' nuclear decommissioning trusts and KCP&L.rabbi trusts.
Great Plains Energy      
Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Income Statement
Three Months Ended September 30 2017 2016  
  (millions)  
Gains and (losses) on cash flow hedges (effective portion)      
Interest rate contracts $(2.1) $(2.3) Interest charges
  (2.1) (2.3) Income before income tax expense and income from equity investments
  0.8
 1.0
 Income tax benefit
  $(1.3) $(1.3) Net income (loss)
Amortization of defined benefit pension items      
Net losses included in net periodic benefit costs $(0.2) $(0.2) Utility operating and maintenance expenses
  (0.2) (0.2) Income before income tax expense and income from equity investments
  0.1
 
 Income tax benefit
  $(0.1) $(0.2) Net income (loss)
       
Total reclassifications, net of tax $(1.4) $(1.5) Net income (loss)
       
Great Plains Energy      
Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Income Statement
Year to Date September 30 2017 2016  
  (millions)  
Gains and (losses) on cash flow hedges (effective portion)      
Interest rate contracts $(6.7) $(6.9) Interest charges
  (6.7) (6.9) Income before income tax expense and income from equity investments
  2.6
 2.8
 Income tax benefit
  $(4.1) $(4.1) Net income (loss)
Amortization of defined benefit pension items      
Net losses included in net periodic benefit costs $(0.6) $(0.6) Utility operating and maintenance expenses
  (0.6) (0.6) Income before income tax expense and income from equity investments
  0.3
 0.2
 Income tax benefit
  $(0.3) $(0.4) Net income (loss)
       
Total reclassifications, net of tax $(4.4) $(4.5) Net income (loss)
  Three Months Ended
June 30
 Year to Date
June 30
  2019 2018 2019 2018
Westar Energy (millions)
Nuclear decommissioning trust - equity securities $8.8
 $(12.8) $26.0
 $(12.9)
Rabbi trust - equity securities 0.9
 (0.1) 2.2
 (0.5)
Total $9.7
 $(12.9) $28.2
 $(13.4)
KCP&L(a)
        
Nuclear decommissioning trust - equity securities $4.5
 $4.1
 $25.2
 $0.5
Nuclear decommissioning trust - debt securities 2.3
 (0.7) 4.4
 (2.3)
Total $6.8
 $3.4
 $29.6
 $(1.8)
Evergy        
Nuclear decommissioning trust - equity securities $13.3
 $(13.9) $51.2
 $(14.0)
Nuclear decommissioning trust - debt securities 2.3
 (0.3) 4.4
 (0.3)
Rabbi trusts - equity securities 1.0
 (0.2) 1.5
 (0.6)
Total $16.6
 $(14.4) $57.1
 $(14.9)

(a) KCP&L amounts are included in consolidated Evergy from June 4, 2018, the date of the closing of the merger, and thereafter.
11. COMMITMENTS AND CONTINGENCIES
Environmental Matters
Set forth below are descriptions of contingencies related to environmental matters that may impact the Evergy Companies' operations or their financial results. Management's assessment of these contingencies, which are based on federal and state statutes and regulations, and regulatory agency and judicial interpretations and actions, has evolved over time. There are a variety of final and proposed laws and regulations that could have a material adverse effect on the Evergy Companies' operations and consolidated financial results. Due in part to the complex nature of environmental laws and regulations, the Evergy Companies are unable to assess the impact of potential changes that may develop with respect to the environmental contingencies described below.
Cross-State Air Pollution Update Rule
In September 2016, the Environmental Protection Agency (EPA) finalized the Cross-State Air Pollution Update Rule (CSAPR). The final rule addresses interstate transport of nitrogen oxides emissions in 22 states including Kansas, Missouri and Oklahoma during the ozone season and the impact from the formation of ozone on downwind states with respect to the 2008 ozone National Ambient Air Quality Standards (NAAQS). Starting with the 2017 ozone season, the final rule revised the existing ozone season allowance budgets for Missouri and Oklahoma and established an ozone season budget for Kansas. In December 2018, the EPA finalized the CSAPR Close-Out Rule, which determined that the existing CSAPR Update Rule fully addresses applicable states' interstate pollution transport obligations for the 2008 ozone NAAQS. Therefore, the EPA is proposing no additional reduction in the current ozone season allowance budgets in order to address obligations for the 2008 ozone NAAQS. Various states and others are challenging the rule in the U.S. Court of Appeals for the D.C. Circuit (D.C. Circuit), but the rule remains in effect. It is not expected that this rule will have a material impact on the Evergy Companies' operations and consolidated financial results.

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National Ambient Air Quality Standards
KCP&L      
Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Income Statement
Three Months Ended September 30 2017 2016  
  (millions)  
Gains and (losses) on cash flow hedges (effective portion)      
Interest rate contracts $(1.9) $(2.2) Interest charges
  (1.9) (2.2) Income before income tax expense
  0.7
 1.0
 Income tax benefit
Total reclassifications, net of tax $(1.2) $(1.2) Net income
       
KCP&L      
Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Income Statement
Year to Date September 30 2017 2016  
  (millions)  
Gains and (losses) on cash flow hedges (effective portion)      
Interest rate contracts $(6.3) $(6.6) Interest charges
  (6.3) (6.6) Income before income tax expense
  2.5
 2.6
 Income tax benefit
Total reclassifications, net of tax $(3.8) $(4.0) Net income
Under the Clean Air Act Amendments of 1990 (CAA), the EPA set NAAQS for certain emissions known as the "criteria pollutants" considered harmful to public health and the environment, including two classes of particulate matter (PM), ozone, nitrogen dioxide (NO2) (a precursor to ozone), carbon monoxide and sulfur dioxide (SO2), which result from fossil fuel combustion. Areas meeting the NAAQS are designated attainment areas while those that do not meet the NAAQS are considered nonattainment areas. Each state must develop a plan to bring nonattainment areas into compliance with the NAAQS. NAAQS must be reviewed by the EPA at five-year intervals.

In October 2015, the EPA strengthened the ozone NAAQS by lowering the standards from 75 ppb to 70 ppb. In November 2017, the EPA designated all counties in the State of Kansas as well as the Missouri counties in KCP&L's and GMO's service territories as attainment/unclassifiable. It is not expected that this will have a material impact on the Evergy Companies' consolidated financial results.
If areas surrounding the Evergy Companies' facilities are designated in the future as nonattainment and/or it is required to install additional equipment to control emissions at facilities of the Evergy Companies, it could have a material impact on the operations and consolidated financial results of the Evergy Companies.

Greenhouse Gases
Burning coal and other fossil fuels releases carbon dioxide (CO2) and other gases referred to as greenhouse gases (GHG).  Various regulations under the federal CAA limit CO2 and other GHG emissions, and in addition, other measures are being imposed or offered by individual states, municipalities and regional agreements with the goal of reducing GHG emissions.
In October 2015, the EPA published a rule establishing new source performance standards (NSPS) for GHGs that limit CO2 emissions for new, modified and reconstructed coal and natural gas fueled electric generating units to various levels per MWh depending on various characteristics of the units. Legal challenges to the GHG NSPS have been filed in the D.C. Circuit by various states and industry members. Also, in October 2015, the EPA published a rule establishing guidelines for states to regulate CO2 emissions from existing power plants. The standards for existing plants are known as the Clean Power Plan (CPP). Under the CPP, achievement of interim emissions performance rates would have been required beginning in 2022 and final emissions performance rates would have been required by 2030. Legal challenges to the CPP were filed by groups of states and industry members, including Westar Energy, in the D.C. Circuit. The CPP was stayed by the Supreme Court in February 2016 and the D.C. Circuit has subsequently held the litigation in abeyance. Accordingly, the CPP was not implemented by the states.
In April 2017, the EPA published in the Federal Register a notice of withdrawal of the proposed CPP federal plan, proposed model trading rules and proposed Clean Energy Incentive Program design details. Also, in April 2017, the EPA published a notice in the Federal Register that it was initiating administrative reviews of the CPP and the GHG NSPS.
In October 2017, the EPA issued a proposed rule to repeal the CPP. The proposed rule indicates the CPP exceeds the EPA’s authority. The EPA solicited comments on the legal interpretations contained in this rulemaking.
In August 2018, the EPA published in the Federal Register proposed regulations, which contained (1) emission guidelines for GHG emissions from existing electric utility generating units (EGUs), (2) revisions to emission guideline implementing regulations and (3) revisions to the new source review (NSR) program. These emission guidelines are better known as the Affordable Clean Energy (ACE) Rule. In July 2019, the EPA published in the Federal Register the final ACE Rule with one significant change from the proposal. The NSR program revisions were not included in the final version and are expected to be addressed in a future rulemaking. The ACE Rule establishes emission guidelines for states to use in the development of plans to reduce GHG emissions from existing coal-fired EGUs. This rule defines the "best system of emission reduction" (BSER) for GHG emissions from existing coal-fired EGUs as on-site, heat-rate efficiency improvements. The final rule also provides states with a list of candidate technologies that can be used to establish standards of performance and incorporate these performance standards into state plans. In order for the states to be able to effectively implement the emission

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18.guidelines contained in the ACE Rule, the EPA is finalizing new regulations under 111(d) of the CAA to help clarify this process. The ACE Rule becomes effective in September 2019. In conjunction with the finalization of the ACE Rule, the EPA also repealed the CPP.
In December 2018, the EPA released a proposed rule to revise the existing GHG NSPS for new, modified and reconstructed fossil fuel-fired EGUs, which was issued in October 2015.  This proposed rule would determine that BSER for new EGUs is "the most efficient demonstrated steam cycle (e.g. supercritical steam conditions for large units and subcritical steam conditions for small units) in combination with the best operating practices."  This replaces the current determination that BSER for these units is the use of partial carbon capture and sequestration technology. The EPA is also proposing to address, in potential future rule making, existing operational limitations imposed by the rule on aero-derivative simple cycle combustion turbines.
Due to uncertainty regarding what future state implementation plans will require for compliance with the ACE Rule as well as legal challenges that have been filed, the Evergy Companies cannot determine the impact on their operations or consolidated financial results, but the cost to comply with the ACE Rule, should it be upheld and implemented in its current or a substantially similar form could be material.
Water
The Evergy Companies discharge some of the water used in generation and other operations. This water may contain substances deemed to be pollutants. A November 2015 EPA rule establishes effluent limitations guidelines (ELG) and standards for wastewater discharges, including limits on the amount of toxic metals and other pollutants that can be discharged. Implementation timelines for these requirements vary from 2018 to 2023. In April 2017, the EPA announced it is reconsidering the ELG rule. In September 2017, the EPA finalized a rule to postpone the compliance dates for the new, more stringent, effluent limitations and pretreatment standards for bottom ash transport water and flue gas desulfurization wastewater. These compliance dates have been postponed for two years while the EPA completes its administrative reconsideration of the ELG rule. In April 2019, the U.S. Court of Appeals for the 5th Circuit (5th Circuit) issued a ruling that vacates and remands portions of the ELG rule. The 5th Circuit ruled in favor of environmental groups who argued that EPA did not set appropriate limits for the best available technology economically achievable for legacy waste water and leachate. The Evergy Companies are evaluating the 5th Circuit ruling, the existing ELG rule and related developments and cannot predict the resulting impact on their operations or consolidated financial results but believe costs to comply could be material if the rule is implemented in its current or substantially similar form.
In October 2014, the EPA's final standards for cooling intake structures at power plants to protect aquatic life took effect. The standards, based on Section 316(b) of the federal Clean Water Act (CWA), require subject facilities to choose among seven best available technology options to reduce fish impingement. In addition, some facilities must conduct studies to assist permitting authorities to determine whether and what site-specific controls, if any, would be required to reduce entrainment of aquatic organisms. The Evergy Companies' current analysis indicates this rule will not have a significant impact on their coal plants that employ cooling towers or cooling lakes that can be classified as closed cycle cooling and do not expect the impact from this rule to be material. Plants without closed cycle cooling are under evaluation for compliance with these standards and may require additional controls that could be material.
KCP&L holds a permit from the Missouri Department of Natural Resources (MDNR) covering water discharge from its Hawthorn Station.  The permit authorizes KCP&L to, among other things, withdraw water from the Missouri River for cooling purposes and return the heated water to the Missouri River.  KCP&L has applied for a renewal of this permit and the EPA has submitted an interim objection letter regarding the allowable amount of heat that can be contained in the returned water.  Until this matter is resolved, KCP&L continues to operate under its current permit. Evergy and KCP&L cannot predict the outcome of this matter; however, while less significant outcomes are possible, this matter may require a reduction in generation, installation of cooling towers or other technology to cool the water, or both, any of which could have a material impact on Evergy's and KCP&L's operations and consolidated financial results.  

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In June 2015, the EPA along with the U.S. Army Corps of Engineers issued a final rule, effective August 2015, defining the Waters of the United States (WOTUS) for purposes of the CWA. This rulemaking has the potential to impact all programs under the CWA. Expansion of regulated waterways is possible under the rule depending on regulating authority interpretation, which could impact several permitting programs. Various states and others have filed lawsuits challenging the WOTUS rule. In February 2018, the EPA and the U.S. Army Corps of Engineers finalized a rule adding an applicability date to the 2015 rule, which makes the implementation date of the rule February 2020. In December 2018, the EPA and the U.S. Army Corps of Engineers published in the Federal Register a proposed rule titled "Revised Definition of Waters of the United States." This proposed rule narrows the extent of the CWA jurisdiction as compared to the 2015 rule. The Evergy Companies are currently evaluating the WOTUS rule and related developments, but do not believe the rule, if upheld and implemented in its current or substantially similar form, will have a material impact on the Evergy Companies' operations or consolidated financial results.
Regulation of Coal Combustion Residuals
In the course of operating their coal generation plants, the Evergy Companies produce coal combustion residuals (CCRs), including fly ash, gypsum and bottom ash. Some of this ash production is recycled, principally by selling to the aggregate industry. The EPA published a rule to regulate CCRs in April 2015, which will require additional CCR handling, processing and storage equipment and closure of certain ash disposal units. The Water Infrastructure Improvements for the Nation (WIIN) Act allows states to achieve delegated authority for CCR rules from the EPA. This has the potential to impact compliance options. In July 2018, the Kansas Department of Health and Environment (KDHE) submitted a CCR permit program application to the EPA under authority of the WIIN Act. In November 2018, KDHE received notice from the EPA that its application is deficient and requested additional clarifying information. KDHE has decided it is not going to move forward with additional submittals at this time and will wait until current legal action associated with the CCR rule is final along with planned upcoming modifications to the CCR rule. In February 2019, MDNR issued a proposed CCR rule. Similar to Kansas, EPA expressed concerns that the Missouri rule was not as protective as the federal rule. As a result, MDNR has decided to not issue a final rule at this time and to wait until legal action and planned upcoming modifications to the CCR rule are complete.
On July 30, 2018, the EPA published in the Federal Register a final rule called the Phase I, Part I CCR Remand Rule to modify portions of the 2015 rulemaking. The Phase I, Part I rule provides a timeline extension for unlined impoundments and landfills that must close due to groundwater impacts or location restrictions. The rule also sets risk-based limits for certain groundwater constituents where a maximum contaminant level did not previously exist. These rule modifications add flexibility when assessing compliance.
On August 21, 2018, the D.C. Circuit issued a ruling in the CCR rule litigation between the Utility Solid Waste Activities Group, the EPA and environmental organizations. Portions of the rule were vacated and were remanded back to the EPA for potential modification. Potential revisions to remanded sections will force all unlined surface impoundments to close regardless of groundwater conditions. Any changes to the rule based on this court decision will require additional rulemaking from the EPA. In October 2018, a coalition of environmental groups (including Sierra Club) filed a petition for review in the D.C. Circuit challenging the Phase I, Part I revisions to the CCR Rule. In November 2018, this coalition requested the EPA to stay the October 31, 2020, deadline extension for initiating closure for unlined impoundments and landfills that must close due to groundwater impacts or location restrictions. The EPA rejected this request and the coalition filed a petition with the D.C. Circuit for a similar stay. In response, the EPA filed a motion with the D.C. Circuit to voluntarily remand without vacatur the Part I, Phase I rule. In March 2019, the D.C. Circuit issued a ruling to grant EPA's motion to remand the rule without vacatur. This ruling maintains the current October 31, 2020, deadline extension. As EPA works on a rule modification, it is possible that this October 31, 2020, deadline will be modified. If the date is accelerated, some CCR units in the Evergy Companies' fleet could have to initiate closure on an earlier timeline than currently planned, the results of which could be material.
The Evergy Companies have recorded asset retirement obligations (AROs) for their current estimates for the closure of ash disposal ponds, but the revision of these AROs may be required in the future due to changes in existing CCR regulations, the results of groundwater monitoring of CCR units or changes in interpretation of

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existing CCR regulations or changes in the timing or cost to close ash disposal ponds. If revisions to these AROs are necessary, the impact on the Evergy Companies' operations or consolidated financial results could be material.
12. RELATED PARTY TRANSACTIONS AND RELATIONSHIPS
In the normal course of business, Westar Energy, KCP&L and GMO engage in related party transactions with one another. A summary of these transactions and the amounts associated with them is provided below. Transactions between Westar Energy and either KCP&L or GMO prior to June 4, 2018, the date of the merger, are not reflected below.
Jointly-Owned Plants and Shared Services
KCP&L employees manage GMO's business and operate its facilities at cost, including GMO's 18% ownership interest in KCP&L's Iatan Nos. 1 and 2.  The operating expenses and capital costs billed from KCP&L to GMO were $42.2 million and $84.2 million for the three months ended and year to date June 30, 2019, respectively. These costs totaled $49.8 million and $96.2 million for the three months ended and year to date June 30, 2018, respectively.
Westar Energy employees manage Jeffrey Energy Center and operate its facilities at cost, including GMO's 8% ownership interest in Jeffrey Energy Center. The operating expenses and capital costs billed from Westar Energy to GMO for Jeffrey Energy Center and other various business activities were $6.4 million and $12.7 million for the three months ended and year to date June 30, 2019, respectively. These costs totaled $3.7 million for the three months ended and year to date June 30, 2018.
KCP&L employees manage La Cygne Station and operate its facilities at cost, including Westar Energy's 50% ownership interest in La Cygne Station. KCP&L and Westar Energy employees also provide one another with shared service support, including costs related to human resources, information technology, accounting and legal services. The operating expenses and capital costs billed from KCP&L to Westar Energy were $44.3 million and $75.8 million for the three months ended and year to date June 30, 2019, respectively. These costs totaled $15.3 million for the three months and year to date June 30, 2018. The operating and capital costs billed from Westar Energy to KCP&L were $8.9 million and $16.3 million for the three months ended and year to date June 30, 2019, respectively. These costs totaled $6.0 million for the three months ended and year to date June 30, 2018, respectively.
Money Pool
KCP&L and GMO are also authorized to participate in the Evergy, Inc. money pool, an internal financing arrangement in which funds may be lent on a short-term basis to KCP&L and GMO from Evergy, Inc. and between KCP&L and GMO. At June 30, 2019 and December 31, 2018, KCP&L had no outstanding receivables or payables under the money pool.
Related Party Net Receivables and Payables
The following table summarizes Westar Energy's and KCP&L's related party net receivables and payables.
  June 30  December 31 
  2019  2018 
Westar Energy (millions) 
Net receivable from GMO $1.7
  $2.6
 
Net payable to KCP&L (11.0)  (13.5) 
Net payable to Evergy (6.5)  (1.4) 
       
KCP&L      
Net receivable from GMO $55.5
  $72.6
 
Net receivable from Westar Energy 11.0
  13.5
 
Net receivable from Evergy 15.2
  15.7
 


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Tax Allocation Agreement
Evergy files a consolidated federal income tax return as well as unitary and combined income tax returns in several state jurisdictions with Kansas and Missouri being the most significant. Income taxes for consolidated or combined subsidiaries are allocated to the subsidiaries based on separate company computations of income or loss. As of June 30, 2019 and December 31, 2018, Westar Energy had income taxes payable to Evergy of $1.3 million and taxes receivable from Evergy of $42.7 million, respectively. As of June 30, 2019 and December 31, 2018, KCP&L had income taxes payable to Evergy of $25.7 million and $2.0 million, respectively.
Leases
KCP&L leases certain transmission equipment from Westar Energy. This lease was entered into prior to the merger in an arms-length transaction and is accounted for as an operating lease. As of June 30, 2019, KCP&L had a right-of-use asset of $29.8 million recorded within other long-term assets, $0.6 million of lease liability recorded in other current liabilities and $29.2 million of lease liability recorded in other long-term liabilities on its consolidated balance sheet related to this lease. The assets and liabilities related to this lease between Westar Energy and KCP&L are eliminated at consolidated Evergy.
13. SHAREHOLDERS' EQUITY
Common Stock Repurchase Program
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 approximately 60 million shares by mid-2020. Evergy is utilizing and plans to continue to utilize various methods to effectuate the share repurchase program, including but not limited to, a series of transactions that may include accelerated share repurchases (ASRs), open market transactions or other means, subject to market conditions and applicable legal requirements. The repurchase program may be suspended, discontinued or resumed at any time. Year to date June 30, 2019, Evergy had total repurchases of common stock of $1,128.7 million and had repurchased 20.0 million shares under the repurchase program. Since its inception, Evergy has made total repurchases of common stock of approximately $2.2 billion and has repurchased 36.3 million shares under the repurchase program. These repurchase totals include shares repurchased under ASR agreements, one of which had not reached final settlement as of June 30, 2019, and are discussed further below.
In November 2018, Evergy entered into an ASR agreement with a financial institution to purchase $475.0 million of Evergy common stock. In December 2018, the financial institution delivered to Evergy 6.4 million shares of common stock, representing a partial settlement of the contract, based on then-current market prices and Evergy paid a total of $475.0 million. The ASR agreement reached final settlement in February 2019 and resulted in the delivery of an additional 1.9 million shares to Evergy based on the average daily volume weighted-average price of Evergy common stock during the term of the ASR agreement, less a negotiated discount.
In March 2019, Evergy entered into an ASR agreement with a financial institution to purchase $450.0 million of Evergy common stock. In March 2019, the financial institution delivered to Evergy 6.3 million shares of common stock, representing a partial settlement of the contract, based on then-current market prices and Evergy paid a total of $450.0 million. The ASR agreement reached final settlement in June 2019 and resulted in the delivery of an additional 1.5 million shares to Evergy based on the average daily volume weighted-average price of Evergy common stock during the term of the ASR agreement, less a negotiated discount.
In June 2019, Evergy entered into an ASR agreement with a financial institution to purchase $500.0 million of Evergy common stock. In June 2019, the financial institution delivered to Evergy 7.1 million shares of common stock, representing a partial settlement of the contract, based on then-current market prices and Evergy paid a total of $500.0 million. The final number of shares of Evergy common stock that Evergy may receive or be required to remit upon settlement of the ASR agreement will be based on the average daily volume weighted-average price of Evergy common stock during the term of the ASR agreement, less a negotiated discount. Final settlement of the ASR agreement will occur by September 2019, but may occur earlier at the option of the financial institution. Evergy expects that the final settlement of the ASR agreement will result in the delivery of additional shares of common stock to Evergy at no additional cost.

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Evergy reflects ASRs as a repurchase of common stock in the period the shares are delivered for purposes of calculating earnings per share and as forward contracts indexed to its own common stock. Evergy's ASRs have met all of the applicable criteria for equity classification and therefore are not accounted for as derivative instruments.
Dividend Restrictions
Evergy depends on its subsidiaries to pay dividends on its common stock. The Evergy Companies have certain restrictions stemming from statutory requirements, corporate organizational documents, covenants and other conditions that could affect dividend levels or the ability to pay dividends.
The KCC order authorizing the merger transaction requires Evergy to maintain consolidated common equity of at least 35% of total consolidated capitalization.
Under the Federal Power Act, Westar Energy, KCP&L and GMO generally can pay dividends only out of retained earnings. Certain conditions in the MPSC and KCC orders authorizing the merger transaction also require Westar Energy and KCP&L to maintain consolidated common equity of at least 40% of total capitalization. Other conditions in the MPSC and KCC merger orders require Westar Energy, KCP&L and GMO to maintain credit ratings of at least investment grade. If Westar Energy's, KCP&L's or GMO's credit ratings are downgraded below the investment grade level as a result of their affiliation with Evergy or any of Evergy's affiliates, the impacted utility shall not pay a dividend to Evergy without KCC or MPSC approval or until the impacted utility's investment grade credit rating has been restored.
The master credit facility of Evergy, Westar Energy, KCP&L and GMO, the term loan agreement of Evergy and the note purchase agreements for certain GMO senior notes contain covenants requiring the respective company to maintain a consolidated indebtedness to consolidated total capitalization ratio of not more than 0.65 to 1.00 at all times.
As of June 30, 2019, all of Evergy's and Westar Energy's retained earnings and net income were free of restrictions and KCP&L had a retained earnings restriction of $207.0 million. Evergy's subsidiaries had restricted net assets of approximately $5.2 billion as of June 30, 2019. These restrictions are not expected to affect the Evergy Companies' ability to pay dividends at the current level for the foreseeable future.
14. TAXES
Components of income tax expense are detailed in the following tables.

 Three Months Ended
September 30
Year to Date
September 30
Great Plains Energy2017 20162017 2016
Current income taxes(millions)
Federal$(1.1) $
$(1.1) $(0.1)
State(0.3) 
(0.3) 0.3
Total(1.4) 
(1.4) 0.2
Deferred income taxes    
  
Federal86.6
 70.1
74.7
 91.5
State17.5
 13.0
15.0
 18.4
Total104.1
 83.1
89.7
 109.9
Investment tax credit      
Deferral
 

 2.5
Amortization(0.4) (0.4)(1.1) (1.1)
Total(0.4) (0.4)(1.1) 1.4
Income tax expense$102.3
 $82.7
$87.2
 $111.5
 Three Months Ended
September 30
Year to Date
September 30
KCP&L2017 20162017 2016
Current income taxes(millions)
Federal$41.8
 $35.4
$56.2
 $36.6
State7.6
 6.4
10.2
 6.7
Total49.4
 41.8
66.4
 43.3
Deferred income taxes 
  
 
  
Federal10.3
 22.5
27.2
 61.5
State2.8
 4.5
6.2
 12.5
Total13.1
 27.0
33.4
 74.0
Investment tax credit amortization(0.3) (0.3)(0.8) (0.8)
Income tax expense$62.2
 $68.5
$99.0
 $116.5

Evergy  
 Three Months Ended
June 30
Year to Date
June 30
 2019 20182019 2018
Current income taxes(millions)
Federal$8.7
 $8.6
$20.6
 $8.8
State(0.2) 0.4
(0.8) 0.4
Total8.5
 9.0
19.8
 9.2
Deferred income taxes    
  
Federal9.8
 9.5
2.5
 15.4
State7.2
 (62.7)13.5
 (59.0)
Total17.0
 (53.2)16.0
 (43.6)
Investment tax credit amortization(1.1) (0.8)(2.1) (1.4)
Income tax expense (benefit)$24.4
 $(45.0)$33.7
 $(35.8)

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Westar Energy      
 Three Months Ended
June 30
Year to Date
June 30
 2019 20182019 2018
Current income taxes(millions)
Federal$17.5
 $10.7
$27.9
 $10.9
State(1.6) 2.5
(1.2) 2.5
Total15.9
 13.2
26.7
 13.4
Deferred income taxes    
  
Federal(10.7) (2.8)(13.9) 3.1
State5.5
 (63.3)9.1
 (59.6)
Total(5.2) (66.1)(4.8) (56.5)
Investment tax credit amortization(0.8) (0.7)(1.5) (1.3)
Income tax expense (benefit)$9.9
 $(53.6)$20.4
 $(44.4)
KCP&L(a)
  
 Three Months Ended
June 30
Year to Date
June 30
 2019 20182019 2018
Current income taxes(millions)
Federal$26.4
 $24.1
$34.3
 $22.8
State4.6
 5.3
5.4
 4.8
Total31.0
 29.4
39.7
 27.6
Deferred income taxes 
  
 
  
Federal(19.7) (25.1)(24.9) (21.5)
State(3.0) 44.7
(2.6) 46.7
Total(22.7) 19.6
(27.5) 25.2
Investment tax credit amortization(0.3) (0.2)(0.5) (0.5)
Income tax expense$8.0
 $48.8
$11.7
 $52.3

(a)KCP&L amounts are included in consolidated Evergy from June 4, 2018, the date of the closing of the merger, and thereafter.

49



Effective Income Tax Rates
Effective income tax rates reflected in the financial statements and the reasons for their differences from the statutory federal rates are detailed in the following tables.
Evergy      
 Three Months Ended
June 30
Year to Date
June 30
 2019 20182019 2018
Federal statutory income tax rate21.0 % 21.0 %21.0 % 21.0 %
Effect of:      
COLI policies(1.8) (1.9)(1.8) (2.5)
State income taxes2.9
 6.2
3.6
 5.1
Flow through depreciation for plant-related differences(2.7) (5.5)(3.4) (2.0)
Federal tax credits(4.0) (5.5)(3.9) (7.7)
Non-controlling interest(0.5) (0.3)(0.4) (0.4)
AFUDC equity(0.1) 0.1

 (0.1)
Amortization of federal investment tax credits(0.5) (0.6)(0.5) (0.6)
State tax rate change
 (89.1)
 (40.3)
Valuation allowance
 1.1
(2.8) 1.6
Stock compensation(0.3) (2.9)(0.1) (1.9)
Officer compensation limitation0.1
 
0.1
 
Other0.4
 1.8
0.2
 0.6
Effective income tax rate14.5 % (75.6)%12.0 % (27.2)%

 Three Months Ended
September 30
Year to Date
September 30
Great Plains Energy2017 20162017 2016
Federal statutory income tax rate35.0 % 35.0 %35.0 % 35.0 %
Differences between book and tax depreciation not normalized(0.6) (0.3)(0.9) (0.2)
Amortization of investment tax credits(1.5) (0.2)(1.9) (0.4)
Federal income tax credits(7.8) (1.1)(10.0) (2.7)
State income taxes9.8
 3.9
11.5
 4.0
Transaction-related costs54.1
 1.0
70.8
 1.0
Valuation allowance1.7
 
2.4
 
Other(0.1) (0.1)0.5
 
Effective income tax rate90.6 % 38.2 %107.4 % 36.7 %
 Three Months Ended
September 30
Year to Date
September 30
KCP&L2017 20162017 2016
Federal statutory income tax rate35.0 % 35.0 %35.0 % 35.0 %
Differences between book and tax depreciation not normalized(0.6) (0.5)(0.5) (0.3)
Amortization of investment tax credits(0.4) (0.1)(0.4) (0.2)
Federal income tax credits(3.1) (1.2)(2.6) (2.3)
State income taxes3.8
 3.8
3.8
 3.8
Valuation allowance0.7
 
0.4
 
Other(0.1) (0.2)0.1
 (0.1)
Effective income tax rate35.3 % 36.8 %35.8 % 35.9 %
The increase in Great Plains Energy's effective incomeEvergy's state tax rate change for the three months ended and year to date, SeptemberJune 30, 2017, compared2018, is due to the same periodsrevaluation of Westar Energy's state deferred income tax assets and liabilities based on the Evergy composite tax rate as a result of the merger.

50



Westar Energy      
 Three Months Ended
June 30
Year to Date
June 30
 2019 20182019 2018
Federal statutory income tax rate21.0 % 21.0 %21.0 % 21.0 %
Effect of:      
COLI policies(3.3) (6.9)(3.3) (4.0)
State income taxes3.0
 18.8
4.0
 7.8
Flow through depreciation for plant-related differences0.3
 (11.2)0.1
 (2.1)
Federal tax credits(6.1) (18.1)(6.1) (11.6)
Non-controlling interest(1.0) (1.1)(0.8) (0.7)
AFUDC equity(0.1) 
(0.1) (0.1)
Amortization of federal investment tax credits(0.7) (1.3)(0.7) (0.8)
State tax rate change
 (219.6)
 (54.8)
Valuation allowance
 0.6
(1.0) 1.7
Stock compensation(0.5) (7.2)(0.3) (2.6)
Other0.3
 1.2
0.3
 (0.1)
Effective income tax rate12.9 % (223.8)%13.1 % (46.3)%

Westar Energy's state tax rate change for the three months ended and year to date, June 30, 2018, is due to the revaluation of Westar Energy's state deferred income tax assets and liabilities based on the Evergy composite tax rate as a result of the merger.
KCP&L      
 Three Months Ended
June 30
Year to Date
June 30
 2019 20182019 2018
Federal statutory income tax rate21.0 % 21.0 %21.0 % 21.0 %
Effect of:      
COLI policies(0.1) (0.2)(0.1) (0.2)
State income taxes1.8
 5.4
2.5
 5.3
Flow through depreciation for plant-related differences(5.7) (4.2)(6.0) (4.9)
Federal tax credits(1.5) (1.8)(1.5) (1.8)
AFUDC equity
 (0.1)
 (0.2)
Amortization of federal investment tax credits(0.3) (0.4)(0.3) (0.4)
State tax rate change
 48.5

 36.6
Stock compensation(0.2) 
0.1
 
Officer compensation limitation0.3
 
0.3
 
Other(3.3) (1.8)(2.5) (1.6)
Effective income tax rate12.0 % 66.4 %13.5 % 53.8 %

KCP&L's state tax rate change for the three months ended and year to date, June 30, 2018, is due to the revaluation of KCP&L's state deferred income tax assets and liabilities based on the Evergy composite tax rate as a result of the merger, partially offset by a revaluation of KCP&L's state deferred income tax assets and liabilities as a result of the enactment of Missouri state income tax reform in 2016, is primarily driven by significant transaction-related costs incurred in connection with the anticipated merger with Westar and the previous plan to acquire Westar that are not deductible for tax purposes.June 2018.
19. SEGMENTS AND RELATED INFORMATION15. LEASES
Great PlainsThe Evergy Companies lease office buildings, computer equipment, vehicles, rail cars, generating plant and other property and equipment, including rail cars to serve jointly-owned generating units where Westar Energy has one reportable segment based on its method of internal reporting, which segregates reportable segments based on products and services, management responsibility and regulation.  The one reportable business segment is electric utility, consisting ofor KCP&L GMO's regulated utility operationsis the managing partner and GMO Receivables Company.  Other includes GMO activityis reimbursed by other thanjoint-owners for its regulated utility operations, GPETHC and unallocated corporate charges including certain costs to achieveproportionate share of the anticipated merger with Westar.  The summary of significant accounting policies applies to the reportable segment.  Segment performance is evaluated based on net income (loss).costs.


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Under GAAP, a contract is or contains a lease if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The following tables reflect summarized financial information concerning Great Plains Energy's reportable segment.Evergy Companies assess a contract as being or containing a lease if the contract identifies property, plant and equipment, provides the lessee the right to obtain substantially all of the economic benefits from use of the property, plant and equipment and provides the lessee the right to direct the use of the property, plant and equipment.
The Evergy Companies have entered several agreements to purchase energy through renewable purchase power agreements accounted for as leases that commenced prior to the application of Topic 842.Due to the intermittent nature of renewable generation, these leases have significant variable lease payments not included in the initial and subsequent measurement of the lease liability. Variable lease payments are expensed as incurred. In addition, certain other contracts contain payment for activity that transfers a separate good or service such as utilities or common area maintenance. The Evergy Companies have elected a practical expedient permitted by GAAP to not separate such components of the lease from other lease components for all leases.
Three Months Ended September 30, 2017
Electric
Utility
 Other Eliminations 
Great Plains
Energy
  (millions)
Operating revenues $857.2
   $
   $
   $857.2
 
Depreciation and amortization (92.7)   
   
   (92.7) 
Interest (charges) income (49.1)   10.1
   8.1
   (30.9) 
Income tax expense (92.7)   (9.6)   
   (102.3) 
Net income (loss) 162.9
   (152.4)   
   10.5
 
��               
Year to Date September 30, 2017
Electric
Utility
 Other Eliminations 
Great Plains
Energy
  (millions)
Operating revenues $2,110.5
   $
   $
   $2,110.5
 
Depreciation and amortization (277.7)   
   
   (277.7) 
Interest (charges) income (149.3)   (117.6)   24.1
   (242.8) 
Income tax (expense) benefit (142.6)   55.4
   
   (87.2) 
Net income (loss) 247.4
   (253.5)   
   (6.1) 
                
Three Months Ended September 30, 2016
Electric
Utility
 Other Eliminations 
Great Plains
Energy
  (millions)
Operating revenues $856.8
   $
   $
   $856.8
 
Depreciation and amortization (86.4)   
   
   (86.4) 
Interest (charges) income (49.3)   (26.4)   8.1
   (67.6) 
Income tax (expense) benefit (95.9)   13.2
   
   (82.7) 
Net income (loss) 161.1
   (27.5)   
   133.6
 
                
Year to Date September 30, 2016
Electric
Utility
 Other Eliminations 
Great Plains
Energy
  (millions)
Operating revenues $2,099.7
   $
   $
   $2,099.7
 
Depreciation and amortization (256.9)   
   
   (256.9) 
Interest (charges) income (147.4)   (128.4)   24.1
   (251.7) 
Income tax (expense) benefit (160.2)   48.7
   
   (111.5) 
Net income (loss) 278.4
   (86.4)   
   192.0
 
 
Electric
Utility
 Other Eliminations 
Great Plains
Energy
September 30, 2017 (millions) 
Assets $11,586.7
   $1,244.0
   $(401.8)   $12,428.9
 
Capital expenditures (a)
 392.5
   
   
   392.5
 
December 31, 2016  
    
    
    
 
Assets $11,444.2
   $2,461.3
   $(335.5)   $13,570.0
 
Capital expenditures (a)
 609.4
   
   
   609.4
 
(a)Capital expenditures reflect year to date amounts for the periods presented.
20. PLANT TO BE RETIRED, NET
When Great PlainsThe Evergy, Westar Energy and KCP&L retire utility plant,leases have remaining terms ranging from 1 to 20 years, 1 to 20 years and 2 to 27 years, respectively. Leases that have original lease terms of twelve months or less are not recognized on the original cost, netEvergy Companies’ balance sheets. Some leases have options to renew the lease or terminate early at the election of salvage,the Evergy Companies. Judgment is chargedapplied at lease commencement to accumulated depreciation. However, when it becomes probable andetermine the reasonably certain lease term based on then-current assumptions about use of the leased asset, will be retired significantly in advance of its original expected useful lifemarket conditions and terms in the nearcontract. The judgment applied to determine the lease term can significantly impact the costmeasurement of the lease liability and right-of-use asset and related accumulated depreciationlease classification.
The Evergy Companies typically discount lease payments over the term of the lease using their incremental borrowing rates at lease commencement to measure its initial and subsequent lease liability. For leases that existed at the initial application of Topic 842, the Evergy Companies used the incremental borrowing rates that corresponded to the remaining lease term as of January 1, 2019.
Leases may be classified as either operating leases or finance leases. The lease classification is based on assumptions of the lease term and discount rate, as discussed above, and the fair market value and economic life of the leased asset. Operating leases recognize a consistent expense each period over the lease term, while finance leases will result in the separate presentation of interest expense on the lease liability and amortization of the right-of-use asset. Finance leases are treated as operating leases for rate-making purposes and as such, the Evergy Companies defer to a regulatory asset or liability any material differences between expense recognition and the timing of payments in order to match what is being recovered in customer rates.


4652





recognized as a separate asset as a probable abandonment. IfThe Evergy Companies’ lease expense is detailed in the assetfollowing table.
Three Months Ended June 30, 2019 Evergy Westar Energy KCP&L
Finance lease costs (millions)
Amortization of right-of-use assets $0.6
 $0.5
 $0.1
Interest on lease liabilities 0.6
 0.6
 0.1
Operating lease costs 6.7
 4.1
 2.2
Short-term lease costs 0.7
 0.2
 0.4
Variable lease costs for renewable purchase power agreements 76.9
 31.8
 32.9
Total lease costs $85.5
 $37.2
 $35.7
       
Year to Date June 30, 2019 Evergy Westar Energy KCP&L
Finance lease costs (millions)
Amortization of right-of-use assets $1.7
 $1.5
 $0.1
Interest on lease liabilities 1.3
 1.2
 0.1
Operating lease costs 13.1
 7.9
 4.5
Short-term lease costs 1.5
 0.3
 1.1
Variable lease costs for renewable purchase power agreements 150.8
 64.0
 62.0
Total lease costs $168.4
 $74.9
 $67.8
Supplemental cash flow information related to the Evergy Companies' leases is stilldetailed in service, the net amount is classified asfollowing table.
Year to Date June 30, 2019Evergy Westar Energy KCP&L
Cash paid for amounts included in the measurement of lease liabilities:(millions)
Operating cash flows from operating leases$12.9
 $8.1
 $4.8
Operating cash flows from finance leases1.4
 1.3
 0.1
Financing cash flows from finance leases2.2
 2.1
 0.1
Right-of-use assets obtained in exchange for new operating lease liabilities2.2
 
 2.2
Right-of-use assets obtained in exchange for new finance lease liabilities2.3
 2.3
 


53



Finance Leases
Right-of-use assets for finance leases are included in property, plant to be retired, netand equipment on the consolidatedEvergy Companies’ balance sheets. IfLease liabilities for finance leases are included in other current and other long-term liabilities.Payments for finance leases as of June 30, 2019, are detailed in the asset is no longerfollowing table.
  Evergy Westar Energy KCP&L
  (millions)
July 2019 through December 2019 $3.5
 $3.3
 $0.1
2020 7.0
 6.6
 0.2
2021 6.5
 6.0
 0.2
2022 5.7
 5.2
 0.2
2023 4.8
 4.4
 0.2
After 2023 48.4
 46.4
 1.0
Total finance lease payments 75.9
 71.9
 1.9
Amounts representing imputed interest (26.5) (25.4) (0.5)
Present value of lease payments 49.4
 46.5
 1.4
Less: current portion (4.8) (4.5) (0.1)
Total long-term obligations under finance leases $44.6
 $42.0
 $1.3
       
Weighted-average remaining lease term (years) 15.3
 15.6
 9.2
Weighted-average discount rate 5.8% 5.7% 7.6%
Estimated future commitments under finance leases as of December 31, 2018, are detailed in service, the net amount is classifiedfollowing table.
  Evergy Westar Energy KCP&L
  (millions)
2019 $6.4
 $6.0
 $0.2
2020 5.8
 5.4
 0.2
2021 5.3
 4.9
 0.2
2022 4.7
 4.3
 0.2
2023 4.0
 3.6
 0.2
After 2023 48.6
 46.4
 1.1
Total finance lease payments 74.8
 70.6
 2.1
Amounts representing imputed interest (25.8) (24.6) (0.6)
Present value of net minimum lease payments under finance leases 49.0
 46.0
 1.5
Less: current portion (3.9) (3.7) (0.1)
Total long-term obligations under finance leases $45.1
 $42.3
 $1.4



54



Operating Leases
Right-of-use assets for operating leases are included in regulatoryother long-term assets on the consolidatedEvergy Companies’ balance sheets.
Great Plains Energy Lease liabilities for operating leases are included in other current and KCP&L must also assess the probability of full recovery of the remaining net book value of the abandonment. The net book value that may be retained as an asset on the balance sheetother long-term liabilities.Lease payments for the abandonment is dependent upon amounts that may be recovered through regulated rates, including any return. An impairment charge, if any, would equal the difference between the remaining net book value of the asset and the present value of the future revenues expected from the asset.
In June 2017, Great Plains Energy and KCP&L announced the expected retirement of certain older generating units, including GMO's Sibley No. 3 Unit, over the next several years. As of September 30, 2017, Great Plains Energy has determined that Sibley No. 3 Unit meets the criteria to be considered probable of abandonment and has classified its remaining net book value of $146.3 million within plant to be retired, net on its consolidated balance sheet. The Company is currently allowed a full recovery of and a full return on Sibley No. 3 Unit in rates and has concluded that no impairment is requiredoperating leases as of SeptemberJune 30, 2017.

2019, are detailed in the following table.
47

  Evergy Westar Energy KCP&L
  (millions)
July 2019 through December 2019 $8.9
 $4.8
 $5.1
2020 18.7
 10.2
 10.6
2021 15.3
 7.3
 10.1
2022 12.4
 5.1
 9.3
2023 9.4
 2.6
 8.8
After 2023 52.4
 2.8
 91.3
Total operating lease payments 117.1
 32.8
 135.2
Amounts representing imputed interest (20.4) (2.8) (37.4)
Present value of lease payments 96.7
 30.0
 97.8
Less: current portion (14.4) (8.7) (6.5)
Total long-term obligations under operating leases $82.3
 $21.3
 $91.3
       
Weighted-average remaining lease term (years) 9.3
 3.9
 16.1
Weighted-average discount rate 3.9% 3.4% 4.1%
Estimated future commitments under operating leases as of December 31, 2018, are detailed in the following table.
  Evergy Westar Energy KCP&L
  (millions)
2019 $24.2
 $14.0
 $10.2
2020 20.7
 10.1
 10.6
2021 18.4
 8.1
 10.3
2022 15.2
 5.2
 10.0
2023 12.4
 2.8
 9.6
After 2023 95.0
 3.1
 91.8
Total operating lease payments $185.9
 $43.3
 $142.5



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 and the Evergy Companies' combined 2018 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.

55

GREAT PLAINS ENERGY INCORPORATED


EVERGY, INC.
EXECUTIVE SUMMARY
Description of Business
Great Plains EnergyEvergy, Inc. is a public utility holding company incorporated in 2017 and does not own or operate anyheadquartered 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.
GMO is an integrated, regulated electric utility that provides electricity to customers in the state of Missouri.
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 operationssubsidiary 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 affiliates of AEP and Berkshire Hathaway Energy Company. Prairie Wind owns a 108-mile, 345 kV double-circuit transmission line that provides 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 6,50014,500 MWs of owned generating capacity and engagesrenewable purchased power agreements and engage in the generation, transmission, distribution and sale of electricity to approximately 864,4001.6 million customers in the states of MissouriKansas 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 corporateEnergy and otherWestar 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, GPETHCformation 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 Agreementmatters 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 mergeAgreement. 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 redeemedmerged 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 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 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. 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 June 4, 2018, the date of the closing of the merger, and thereafter.
Common Stock Repurchase Program
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 approximately 60 million shares by mid-2020. Evergy is utilizing and plans to continue to utilize various methods to effectuate the share repurchase program, including but not limited to a series of transactions that may include ASRs, open market

56



transactions or other means, subject to market conditions and applicable legal requirements. The repurchase program may be suspended, discontinued or resumed at any time. Year to date June 30, 2019, Evergy had total repurchases of common stock of $1,128.7 million and had repurchased 20.0 million shares under the repurchase program. Since its $4.3inception, Evergy has made total repurchases of common stock of approximately $2.2 billion and has repurchased 36.3 million shares under the repurchase program. These repurchase totals include shares repurchased under ASR agreements, one of unsecured senior notes issued in March 2017 and its Series B Preferred Stock issued in October 2016.which had not reached final settlement as of June 30, 2019.
See Note 213 to the consolidated financial statements for more information regarding the anticipated merger and redemption of acquisition financing.
Expected Plant Retirements
In June 2017, Great Plains Energy and KCP&L announced plans to retire KCP&L's Montrose Station and GMO's Sibley Station by December 31, 2018 and GMO's Lake Road Unit 4/6 by December 31, 2019. The decision to retire these generating units was primarily driven by the age of the plants, expected environmental compliance costs and expected future generation capacity needs. See Note 20 to the consolidated financial statements for more information regarding the retirement of Sibley No. 3 Unit.
Earnings Overview
Great Plains Energy had earnings available for common shareholders 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

48



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 ofEvergy's common stock in October 2016 diluted earnings per share by $0.01 for the three months ended September 30, 2017.repurchase program.
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.

49



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 20172016 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 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 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.

50



Reconciliation of GAAP to Non-GAAP Earnings (loss) Earnings (loss) per diluted share
Year to Date September 30 20172016 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).
(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 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 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.
Impact of Recently Issued Accounting StandardsEarnings Overview
See Note 1The following table summarizes Evergy's net income and diluted EPS.
 Three Months Ended
June 30
 Year to Date
June 30
 2019 2018 Change 2019 2018 Change
 (millions, except per share amounts)
Net income attributable to Evergy, Inc.$139.7
 $101.8
 $37.9
 $239.2
 $162.3
 $76.9
Earnings per common share, diluted0.57
 0.56
 0.01
 0.96
 1.00
 (0.04)
Net income attributable to Evergy, Inc. increased for the three months ended June 30, 2019, compared to the consolidated financial statementssame period in 2018, primarily due to the inclusion of KCP&L's and GMO's earnings in April and May of 2019 and merger-related costs and reductions of revenue for customer bill credits incurred in June 2018 following the consummation of the merger, partially offset by lower Westar Energy retail sales driven by unfavorable weather.
Diluted EPS increased for the three months ended June 30, 2019, compared to the same period in 2018, primarily due to the increase in net income attributable to Evergy, Inc. discussed above, largely offset by a higher number of diluted weighted average common shares outstanding in 2019, which diluted EPS by $0.20 for the three months ended June 30, 2019. The higher number of diluted weighted average common shares in 2019 was due to the issuance of common shares to shareholders as a result of the merger in June 2018, partially offset by shares repurchased under Evergy's common stock repurchase program.
Net income attributable to Evergy, Inc. increased for year to date June 30, 2019, compared to the same period in 2018, primarily due to the inclusion of KCP&L's and GMO's earnings in the first five months of 2019 and merger-related costs and reductions of revenue for customer bill credits incurred in June 2018 following the consummation of the merger, partially offset by lower Westar Energy retail sales driven by unfavorable weather.
Diluted EPS decreased for year to date June 30, 2019, compared to the same period in 2018, primarily due to a higher number of diluted weighted average common shares outstanding in 2019, which diluted EPS by $0.51 for year to date June 30, 2019, partially offset by the increase to net income attributable to Evergy, Inc. discussed above. The higher number of diluted weighted average common shares in 2019 was due to the issuance of common shares to shareholders as a result of the merger in June 2018, partially offset by shares repurchased under Evergy's common stock repurchase program.
For additional information regarding the impactchange in net income, refer to the Evergy Results of recently issued accounting standards.Operations section within this MD&A.

Adjusted Earnings (non-GAAP) and Adjusted Earnings Per Share (non-GAAP)
Evergy's adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) for the three months ended and year to date June 30, 2019, were $140.3 million or $0.58 per share and $251.4 million or $1.01 per share,

5157





respectively. For the three months ended and year to date June 30, 2018, Evergy's adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) were $179.1 million and $0.67 per share and $271.0 million or $1.00 per share, respectively. In addition to net income attributable to Evergy, Inc., diluted earnings per common share, pro forma net income attributable to Evergy, Inc. and pro forma diluted earnings per common share as prepared in accordance with GAAP, Evergy's management uses adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) to evaluate earnings and earnings per share without the non-recurring costs and/or benefits resulting from rebranding, voluntary severance and significant items related to the Great Plains Energy and Westar Energy merger.
Adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) exclude certain costs and/or benefits resulting from rebranding, voluntary severance and the Great Plains Energy and Westar Energy merger. 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 Evergy 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.
The following tables provide a reconciliation between net income attributable to Evergy, Inc., diluted earnings per common share, pro forma net income attributable to Evergy, Inc. and pro forma diluted earnings per common share as determined in accordance with GAAP and adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP).
 Earnings (Loss) Earnings (Loss) per Diluted Share Earnings (Loss) Earnings (Loss) per Diluted Share
Three Months Ended June 302019 2018
 (millions, except per share amounts)
Net income attributable to Evergy, Inc.$139.7
 $0.57
 $101.8
 $0.56
Pro forma adjustments(a):
       
Great Plains Energy earnings prior to merger
 
 59.4
 0.22
Great Plains Energy shares prior to mergern/a
 
 n/a
 (0.19)
Non-recurring merger costs and other
 
 82.5
 0.31
Pro forma net income attributable to Evergy, Inc.$139.7
 $0.57
 $243.7
 $0.90
Non-GAAP reconciling items:       
Rebranding costs, pre-tax(b)
0.9
 0.01
 
 
Voluntary severance costs, pre tax(c)
(0.1) 
 
 
Composite tax rate change(d)

 
 (52.6) (0.19)
Deferral of merger transition costs, pre-tax(e)

 
 (28.5) (0.10)
Inventory write-off at retiring generating units, pre-tax(f)

 
 12.3
 0.04
Income tax expense (benefit)(g)
(0.2) 
 4.2
 0.02
Adjusted earnings (non-GAAP)$140.3
 $0.58
 $179.1
 $0.67


58



 Earnings (Loss) Earnings (Loss) per Diluted ShareEarnings (Loss) Earnings (Loss) per Diluted Share
Year to Date June 3020192018
 (millions, except per share amounts)
Net income attributable to Evergy, Inc.$239.2
 $0.96
$162.3
 $1.00
Pro forma adjustments(a):
      
Great Plains Energy earnings prior to merger
 
94.4
 0.35
Great Plains Energy shares prior to mergern/a
 
n/a
 (0.40)
Non-recurring merger costs and other
 
78.9
 0.28
Pro forma net income attributable to Evergy, Inc.$239.2
 $0.96
$335.6
 $1.23
Non-GAAP reconciling items:      
Rebranding costs, pre-tax(b)
1.1
 

 
Voluntary severance costs, pre tax(c)
14.7
 0.06

 
Composite tax rate change(d)

 
(52.6) (0.19)
Deferral of merger transition costs, pre-tax(e)

 
(28.5) (0.10)
Inventory write-off at retiring generating units, pre-tax(f)

 
12.3
 0.04
Income tax expense (benefit)(g)
(3.6) (0.01)4.2
 0.02
Adjusted earnings (non-GAAP)$251.4
 $1.01
$271.0
 $1.00
(a)
Reflects pro forma adjustments made in accordance with Article 11 of Regulation S-X and Accounting Standards Codification (ASC) 805 - Business Combinations. See Note 2 to the consolidated financial statements in the Evergy Companies' Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018 for further information regarding these adjustments.
(b)
Reflects external costs incurred to rebrand the legacy Westar Energy and KCP&L utility brands to Evergy and are included in operating and maintenance expense on the consolidated statements of comprehensive income.
(c)
Reflects voluntary severance costs incurred associated with certain severance programs at the Evergy Companies and are included in operating and maintenance expense on the consolidated statements of comprehensive income.
(d)
Reflects 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 in June 2018 and are included in income tax expense on the consolidated statements of comprehensive income.
(e)
Reflects the portion of the $47.8 million deferral of merger transition costs to a regulatory asset in June 2018 that related to costs incurred prior to 2018. The remaining merger transition costs included within the $47.8 million deferral were both incurred and deferred in 2018 and did not impact earnings. This item is included in operating and maintenance expense on the consolidated statements of comprehensive income.
(f)
Reflects 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 were committed to be retired upon the consummation of the merger, and are included in operating and maintenance expense on the consolidated statements of comprehensive income.
(g)
Reflects an income tax effect calculated at a 26.1% statutory rate, with the exception of certain non-deductible items.

Wolf Creek Refueling Outage
Wolf Creek's latestmost recent refueling outage began on September 10, 2016in 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 firstthird quarter of 2018.2019.
ENVIRONMENTAL MATTERS
See Note 1311 to the consolidated financial statements for information regarding environmental matters.
RELATED PARTY TRANSACTIONS
See Note 1512 to the consolidated financial statements for information regarding related party transactions.

59

GREAT PLAINS ENERGY


EVERGY RESULTS OF OPERATIONS
The following table summarizes Great Plains Energy'sEvergy'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 Westar2.4
 (14.4) (24.4) (19.4)
Depreciation and amortization(92.7) (86.4) (277.7) (256.9)
Operating income305.9
 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 investments0.5
 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
 Three Months Ended
June 30
 Year to Date
June 30
 2019 Change 2018 2019 Change 2018
 (millions)
Operating revenues$1,221.7
 $328.3
 $893.4
 $2,438.6
 $945.0
 $1,493.6
Fuel and purchased power291.6
 61.9
 229.7
 621.6
 256.4
 365.2
SPP network transmission costs62.8
 (5.6) 68.4
 126.3
 (9.7) 136.0
Other operating expenses380.2
 39.8
 340.4
 780.4
 256.1
 524.3
Depreciation and amortization215.4
 87.4
 128.0
 429.0
 211.3
 217.7
Income from operations271.7
 144.8
 126.9
 481.3
 230.9
 250.4
Other expense, net(9.4) 1.1
 (10.5) (17.4) 2.0
 (19.4)
Interest expense95.4
 37.0
 58.4
 186.5
 84.3
 102.2
Income tax expense (benefit)24.4
 69.4
 (45.0) 33.7
 69.5
 (35.8)
Equity in earnings of equity method investees, net of income taxes2.1
 0.7
 1.4
 4.3
 1.6
 2.7
Net income144.6
 40.2
 104.4
 248.0
 80.7
 167.3
Less: Net income attributable to noncontrolling interests4.9
 2.3
 2.6
 8.8
 3.8
 5.0
Net income attributable to Evergy, Inc.$139.7
 $37.9
 $101.8
 $239.2
 $76.9
 $162.3
(a)
Gross margin is a non-GAAP financial measure. See explanation of gross margin below.
Electric
Evergy 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

52



a $6.3 million increase in depreciation and amortization expense primarily driven by capital additions.
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 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.

53



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 $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 $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 and MWh Sales
GrossUtility gross margin is a financial measure that is not calculated in accordance with GAAP.  GrossUtility 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 decreasewith 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 relationSPP 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'sthe Evergy Companies' operations across periods compared with operating revenues because utility gross margin excludes the revenue effect of fluctuations in these expenses.  GrossUtility gross margin is used internally to measure performance against budget and in reports for management and the Great Plains EnergyEvergy Board.  The Evergy Companies' definition of utility gross margin may differ from similar terms used by other companies.


54



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 Westar2.0
 
 (15.4) 
Depreciation and amortization(92.7) (86.4) (277.7) (256.9)
Operating income306.9
 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.

5560





Electric Utility Gross Margin and MWh Sales
The following tables summarize electric utility'sEvergy's utility gross margin and MWhs sold.
 Revenues and Costs % MWhs Sold %
Three Months Ended September 302017 2016
Change (c)
2017 2016 Change
Retail revenues(millions)   (thousands)  
Residential$380.3
 $380.4
 
 2,661
 2,786
 (5)
Commercial332.9
 327.4
 2
 3,023
 3,069
 (2)
Industrial67.6
 66.4
 2
 820
 842
 (3)
Other retail revenues4.5
 5.3
 (13) 23
 29
 (22)
Provision for rate refund3.2
 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 retail808.9
 798.0
 1
 6,527
 6,726
 (3)
Wholesale revenues33.4
 48.0
 (30) 1,572
 1,878
 (16)
Other revenues14.9
 10.8
 39
 N/A
 N/A
 N/A
Operating revenues857.2
 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 302017 2016
Change (c)
2017 2016 Change
Retail revenues(millions)   (thousands)  
Residential$862.1
 $877.3
 (2) 6,621
 6,878
 (4)
Commercial842.4
 828.8
 2
 8,190
 8,231
 (1)
Industrial178.5
 178.2
 
 2,317
 2,394
 (3)
Other retail revenues13.7
 15.9
 (13) 76
 87
 (13)
Provision for rate refund10.5
 (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 retail1,955.8
 1,934.6
 1
 17,204
 17,590
 (2)
Wholesale revenues108.9
 124.5
 (13) 5,483
 6,279
 (13)
Other revenues45.8
 40.6
 13
 N/A
 N/A
 N/A
Operating revenues2,110.5
 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 June 302019 Change 2018 2019 Change 2018
Retail revenues(millions) (thousands)
Residential$431.6
 $89.6
 $342.0
 3,262
 (64) 3,326
Commercial438.6
 179.5
 259.1
 4,334
 639
 3,695
Industrial156.6
 48.0
 108.6
 2,145
 293
 1,852
Other retail revenues9.5
 3.1
 6.4
 35
 6
 29
Total electric retail1,036.3
 320.2
 716.1
 9,776
 874
 8,902
Wholesale revenues72.3
 (17.4) 89.7
 3,159
 155
 3,004
Transmission revenues76.4
 1.3
 75.1
 N/A
 N/A
 N/A
Other revenues36.7
 24.2
 12.5
 N/A
 N/A
 N/A
Operating revenues1,221.7
 328.3
 893.4
 12,935
 1,029
 11,906
Fuel and purchased power(291.6) (61.9) (229.7)   

  
SPP network transmission costs(62.8) 5.6
 (68.4)   

  
Utility gross margin (a)
$867.3
 $272.0
 $595.3
   

  
(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 June 302019 Change 2018 2019 Change 2018
Retail revenues(millions) (thousands)
Residential$883.3
 $361.0
 $522.3
 7,226
 2,428
 4,798
Commercial852.1
 437.6
 414.5
 8,758
 3,366
 5,392
Industrial303.6
 101.5
 202.1
 4,156
 945
 3,211
Other retail revenues19.3
 8.7
 10.6
 71
 28
 43
Total electric retail2,058.3
 908.8
 1,149.5
 20,211
 6,767
 13,444
Wholesale revenues155.4
 (28.5) 183.9
 7,188
 1,283
 5,905
Transmission revenues153.1
 6.1
 147.0
 N/A
 N/A
 N/A
Other revenues71.8
 58.6
 13.2
 N/A
 N/A
 N/A
Operating revenues2,438.6
 945.0
 1,493.6
 27,399
 8,050
 19,349
Fuel and purchased power(621.6) (256.4) (365.2)      
SPP network transmission costs(126.3) 9.7
 (136.0)      
Utility gross margin (a)
$1,690.7
 $698.3
 $992.4
      
(a) Utility gross margin is a non-GAAP financial measure.  See explanation of utility gross margin above.
Evergy's utility gross margin decreased $0.8increased $272.0 million for the three months ended SeptemberJune 30, 2017,2019, compared to the same period in 20162018 driven by:
an estimated $35 million decrease due to cooler weather driven by a 15% decrease in cooling degree days;

56



an estimated $13$261.6 million increase due to weather-normalized retail demand;
an estimated $10 million increase due to new retail rates forthe inclusion of KCP&L&L's and GMO's utility gross margin in Missouri effective June 8, 2017April and GMO effective February 22, 2017;May of 2019;
a $3.9$60.0 million increase in MEEIA throughput disincentive;revenue primarily due to one-time bill credits recorded by Westar Energy, KCP&L and GMO in June 2018 as a result of conditions in the KCC and MPSC merger orders; and
an estimated $8$8.5 million increase from new Westar Energy retail rates effective in other margin items.September 2018, net of a $19.1 million provision for rate refund recorded at Westar Energy in the second quarter of 2018 for the change in the corporate income tax rate caused by the Tax Cuts and Jobs Act (TCJA); partially offset by
Electric utility's gross margin decreased $6.9a $58.1 million yeardecrease primarily due to date Septemberlower Westar Energy retail sales driven by cooler weather. For the three months ended June 30, 2017,2019, compared to the same period in 20162018, cooling degree days decreased 45%.

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Evergy's utility gross margin increased $698.3 million year to date June 30, 2019, compared to the same period in 2018 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$674.4 million increase due to weather-normalized retail demand;the inclusion of KCP&L's and GMO's utility gross margin in the first five months of 2019;
an estimated $13a $60.0 million increase in revenue primarily due to one-time bill credits recorded by Westar Energy, KCP&L and GMO in June 2018 as a result of conditions in the KCC and MPSC merger orders; and
a $12.4 million increase from new Westar Energy retail rates effective in September 2018, net of a $38.2 million provision for KCP&Lrate refund recorded at Westar Energy for year to date June 30, 2018 for the change in Missouri effective June 8, 2017 and GMO effective February 22, 2017;the corporate income tax rate caused by the TCJA; partially offset by
a $6.6$48.5 million increase for recoverydecrease primarily due to lower Westar Energy retail sales driven by cooler weather in the second quarter of program costs for energy efficiency programs under MEEIA, which have a direct offset2019. Year to date June 30, 2019, compared to the same period in utility2018, cooling degree days decreased 45%.
Other Operating Expenses (including operating and maintenance expense;expense and taxes other than income tax)
an estimated $7 million increase in other margin items.
Electric Utility Other Operating Expenses (including utility operating and maintenance expenses, general taxes and other)
Electric utility'sEvergy's other operating expenses decreased $7.3increased $39.8 million for the three months ended SeptemberJune 30, 2017,2019, compared to the same period in 20162018 primarily driven by:
a $104.6 million increase in operating and maintenance expense due to the inclusion of KCP&L's and GMO's operating and maintenance expenses in April and May of 2019;
a $30.4 million increase in taxes other than income taxes due to the inclusion of KCP&L and GMO amounts in April and May of 2019; and
a $6.8 million increase in Westar Energy taxes other than income taxes primarily due to increased property taxes; partially offset by
$57.5 million of merger-related costs incurred 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;
$39.9 million of Westar Energy 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
$40.7 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;
a $19.9 million decrease in Westar Energy plant operating and maintenance expense primarily due to obsolete inventory write-offs at retiring coal-fired units in June 2018; and
a $10.6 million decrease in Westar Energy transmission and distribution operating and maintenance expense primarily due to a $5.8 million decreasehigher level of vegetation management activity in plant operating and maintenance expenses.2018.
Electric utility'sEvergy's other operating expenses decreased $0.8increased $256.1 million for year to date SeptemberJune 30, 2017,2019, compared to the same period in 20162018 primarily driven by:
a $279.9 million increase in operating and maintenance expense due to the inclusion of KCP&L's and GMO's operating and maintenance expenses in the first five months of 2019;
a $75.7 million increase in taxes other than income taxes due to the inclusion of KCP&L and GMO amounts in the first five months of 2019;

62



a $10.7 million increase in Westar Energy taxes other than income taxes primarily due to increased property taxes; and
$7.4 million of Westar Energy voluntary severance expenses incurred in the first quarter of 2019; partially offset by
$57.5 million of merger-related costs incurred 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;
$39.9 million of Westar Energy 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
$40.7 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;
a $20.6 million decrease in Westar Energy plant operating and maintenance expense primarily due to obsolete inventory write-offs at retiring coal-fired units in June 2018; and
a $14.1 million decrease in Westar Energy transmission and distribution operating and maintenance expense primarily due to a $10.4 million decreasehigher level of vegetation management activity in plant operating and maintenance expenses; partially offset by a $6.6 million increase in program costs for energy efficiency programs under MEEIA, which have a direct offset in revenue.2018.
Electric Utility Costs to Achieve the Anticipated Merger with Westar
Electric utility's costs to achieve the anticipated merger with Westar of $15.4 million for year to date September 30, 2017 reflects consulting fees, certain severance expenses and other transition costs related to the anticipated merger with Westar.
Electric Utility Depreciation and Amortization
Electric utility'sEvergy's depreciation and amortization increased $6.3$87.4 million and $20.8 million, respectively, for the three months ended and year to date SeptemberJune 30, 2017, compared to the same periods in 2016 primarily due to capital additions.
Electric Utility Income Tax Expense
Electric utility's income tax expense decreased $17.6 million year to date September 30, 2017,2019, compared to the same period in 20162018 driven by:
a $69.6 million increase due to the inclusion of KCP&L's and GMO's depreciation expense in April and May of 2019; and
a $17.8 million increase primarily due to a change in depreciation rates effective in September 2018 for Westar Energy as a result of its 2018 rate case.
Evergy's depreciation and amortization increased$211.3 million year to date June 30, 2019, compared to the same period in 2018 driven by:
a $173.4 million increase due to the inclusion of KCP&L's and GMO's depreciation expense in the first five months of 2019; and
a $37.9 million increase primarily due to a change in depreciation rates effective in September 2018 for Westar Energy as a result of its 2018 rate case.
Other Expense, Net
Evergy's other expense, net decreased $1.1 million for the three months ended June 30, 2019, compared to the same period in 2018, primarily driven by:
a $2.5 million decrease due to recording higher Westar Energy corporate-owned life insurance (COLI) benefits in 2019; offset by
a $3.3 million increase due to the inclusion of KCP&L and GMO amounts in April and May of 2019.
Evergy's other expense, net decreased $2.0 million year to date June 30, 2019, compared to the same period in 2018, primarily driven by:
an $8.7 million decrease due to recording higher Westar Energy COLI benefits in 2019; offset by
a $9.5 million increase due to the inclusion of KCP&L and GMO amounts in the first five months of 2019.

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Interest Expense
Evergy's interest expense increased $37.0 million for the three months ended June 30, 2019, compared to the same period in 2018, primarily driven by the inclusion of KCP&L's and GMO's interest expense and Evergy's interest expense associated with the assumption of legacy Great Plains Energy debt in April and May of 2019.
Evergy's interest expense increased $84.3 million year to date June 30, 2019, compared to the same period in 2018, primarily driven by the inclusion of KCP&L's and GMO's interest expense and Evergy's interest expense associated with the assumption of legacy Great Plains Energy debt in the first five months of 2019.
Income Tax Expense
Evergy's income tax expense increased $69.4 million for the three months ended June 30, 2019, compared to the same period in 2018, primarily driven by:
a $52.6 million increase 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 in June 2018; and
a $14.6 million increase due to higher Westar Energy pre-tax income.
Evergy's income tax expense increased $69.5 million year to date June 30, 2019, compared to the same period in 2018, primarily driven by:
a $52.6 million increase 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 in June 2018; and
a $16.4 million increase due to higher Westar Energy pre-tax income.
GREAT PLAINS ENERGY SIGNIFICANT BALANCE SHEET CHANGESLIQUIDITY AND CAPITAL RESOURCES
(September 30, 2017 compared to December 31, 2016)
Great Plains Energy'sEvergy relies primarily upon cash from operations, short-term borrowings, debt issuances and its existing cash and cash equivalents decreased $195.2 millionto fund its capital requirements. Evergy's capital requirements primarily dueconsist of capital expenditures, payment of contractual obligations and other commitments, the payment of dividends to the redemption 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 millionshareholders and the maturityrepurchase of Great Plains Energy's $100.0 millioncommon shares. See the Evergy Companies' combined 2018 Form 10-K for more information on Evergy's sources and uses of 6.875% Senior Notes in September 2017; partiallycash.

Short-Term Borrowings
57



offset by the issuance of Great Plains Energy's $4.3June 30, 2019, Evergy had $1.2 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. See Note 20 to the consolidated financial statements for additional information.
Great Plains Energy's commercial paper decreased $86.9 million due to the repayment of commercial paper of $60.9 million at KCP&L and $26.0 million at GMO primarily with funds from operations.
Great Plains Energy's accounts payable decreased $126.9 million primarily due to the timing of cash payments.
Great Plains Energy's accrued taxes increased $93.7 million primarily due to the timing of property tax payments.
Great Plains Energy's preference stock without par value decreased $836.2 million due to the redemption of Great Plains Energy's Series B Preferred Stock in August 2017.
CAPITAL REQUIREMENTS AND LIQUIDITY
Great Plains Energy operates through its subsidiaries and has no material assets other than the stock of its subsidiaries and cash and cash equivalents.  Great Plains Energy's ability to make payments on its debt securities and its ability to pay dividends is dependent on its receipt of dividends or other distributions from its subsidiaries, 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 cash and cash equivalents on hand and $996.4 million of available borrowing capacity from unused bank lines ofunder its master credit and receivable sale agreements.facility. The available borrowing capacity under the master credit facility consisted of $199.0$349.0 million from Great Plainsfor Evergy, Inc., $232.7 million for Westar Energy, $373.3 million for KCP&L and $272.6 million for GMO. Westar Energy's, revolvingKCP&L's and GMO's borrowing capacity under the master credit facility $525.3 million from KCP&L's credit facilities and $272.1 million from GMO's credit facilities.also supports their issuance of commercial paper. See Notes 4 and 10Note 8 to the consolidated financial statements for more information regarding the master credit facility. Along with cash flows from operations and receivable sale agreementssales facilities, Evergy generally uses borrowings under its master credit facility and revolving credit facilities, respectively. Generally, Great Plains Energy uses these liquid resourcesthe issuance of commercial paper to meet its day-to-day cash flow requirements. Evergy also has a term loan credit agreement which is discussed further below.
In March 2019, Evergy entered into a $1.0 billion, 6-month term loan credit agreement with a group of banks to provide short-term financing for its common stock repurchase plan. The agreement allows for two term loans during the 6-month term of the agreement, in an aggregate principal amount not to exceed the credit limit of the agreement. At closing, Evergy borrowed $500.0 million under the agreement, allowing for one additional term loan borrowing in a principal amount up to $500.0 million. In June 2019, Evergy borrowed the remaining $500.0 million allowed under the agreement. At June 30, 2019, Evergy had $1.0 billion of outstanding cash borrowings under the agreement at a weighted-average interest rate of 2.95%. Evergy anticipates repaying borrowings under the term loan credit agreement with proceeds from an expected long-term debt issuance in the third quarter of 2019.
Significant Debt Issuances
See Note 9 to the consolidated financial statements for information regarding significant debt issuances.

64



Pensions
Year to date June 30, 2019, Evergy made pension contributions of $22.1 million. Evergy expects to make additional pension contributions of $107.4 million in 2019 to satisfy ERISA funding requirements and from time to time issues equity and/or long-term debt to repay short-term debt or increase cash balances.
The $1.1 billion of cashKCC 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 proceedsMPSC rate orders, of which were$29.0 million is expected to be usedpaid by Westar Energy and $78.4 million is expected to fund a portionbe paid by KCP&L.
Year to date June 30, 2019, Evergy made post-retirement benefit contributions of the cash consideration for the acquisition of Westar under the Original Merger Agreement. Great Plains Energy also$0.6 million. Evergy expects to receive $140.6make additional contributions of $2.1 million to the post-retirement benefit plans in proceeds from its deal contingent interest rate swaps upon2019.
Common Stock Repurchase Program
In July 2018, the closing of the anticipated merger with Westar. Under the Amended Merger Agreement, Great Plains Energy is 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 this excess cash will be returned to shareholders of the combined company throughEvergy 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 approximately 60 million shares by mid-2020. Year to date June 30, 2019, Evergy had total repurchases of common stock in a series of transactions over time after$1,128.7 million and had repurchased 20.0 million shares under the closingrepurchase program. Since its inception, Evergy has made total repurchases of common stock of approximately $2.2 billion and has repurchased 36.3 million shares under the anticipated merger.repurchase program.
Great Plains Energy intendsSee Note13 to meet day-to-day cash flow requirements including interest payments, retirementthe consolidated financial statements for more information regarding Evergy's common stock repurchase program.
Debt Covenants
As of maturing debt, construction requirements, dividends and pension benefit plan funding requirements with a combination of internally generated funds and proceeds from short-term debt. From time to time, 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 of these requirements with internally generated funds may be impacted by the effect of inflation on operating expenses, the level of MWh sales, regulatory actions,June 30, 2019, Evergy was in compliance with all debt covenants under the master credit facility, the term loan agreement and certain debt instruments that contain restrictions that require the maintenance of certain capitalization and leverage ratios. See Note 8 to the consolidated financial statements for more information.

Off-Balance Sheet Arrangement
Evergy's off-balance sheet arrangements were reported in the Evergy Companies' combined 2018 Form 10-K. As of June 30, 2019, there have been no material changes with regards to these off-balance sheet arrangements.
Cash Flows
The following table presents Evergy's cash flows from operating, investing and financing activities.
58



Year to Date June 3020192018
 (millions)
Cash flows from operating activities$633.7
$397.2
Cash flows from (used in) investing activities(529.5)846.9
Cash flows from (used in) financing activities(157.5)32.6
environmental regulations and the availability of generating units.  In addition, Great Plains Energy may issue equity, equity-linked securities and/or debt to finance growth. 
Cash Flows from Operating Activities
Great Plains Energy generated positiveEvergy's cash flows from operating activities for the periods presented. The $35.1increased $236.5 million decrease in cash flows from operating activities for Great Plains Energy year to date SeptemberJune 30, 2017,2019, compared to the same period in 2016 was2018, primarily driven by ana $252.3 million increase due to the inclusion of KCP&L's and GMO's cash flows from operating activities in payments for costs to achieve the anticipated merger with Westar in 2017first five months of $13.1 million, an increase in ARO settlement payments at KCP&L2019 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$35.6 million of other changesmerger success fees paid by Evergy and Westar Energy upon the completion of the merger in working capital that are detailedJune 2018; partially offset by a $53.8 million decrease in Note 3 to the consolidated financial statements. The individual components of working capital vary with normal business cycles and operations.cash receipts from Westar Energy retail electric sales.
Cash Flows from (used in) 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'sEvergy's cash flows fromused in investing activities increased $1.1 billion$1,376.4 million year to date SeptemberJune 30, 2017,2019, compared to the same period in 20162018, primarily driven by $1,154.2 million of cash acquired from Great Plains Energy in June 2018; a $243.6 million increase in additions to property, plant and equipment due to $1.0 billion forthe inclusion of KCP&L and GMO activity in the first five months of 2019; $140.6 million in proceeds from the maturitysettlement of a time depositdeal contingent interest rate swaps in March 2017. Great PlainsJune 2018; partially offset by an increase of $63.7 million in proceeds primarily from Westar Energy had purchased the $1.0 billion time depositCOLI investments in 2016 with a portion2019.

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Cash Flows from (used in) Financing Activities
Great Plains Energy'sEvergy's cash flows fromused in financing activities decreased $1.2 billionincreased $190.1 million year to date SeptemberJune 30, 2017,2019, compared to the same period in 20162018, primarily driven by the repurchase of common stock under repurchase plan of $1,128.7 million as a result of Evergy's share repurchase program in 2019; the repayment of KCP&L's $400.0 million of 7.15% Mortgage Bonds that matured in April 2019 and KGE's $300.0 million of 6.70% First Mortgage Bonds that matured in June 2019; and an increase of $68.0 million in collateralized short-term debt, net primarily due to the $963.4repayments of $33.0 million redemptionand $20.0 million of Series B Preferred StockWestar Energy's and KCP&L's receivable sale facilities in August 2017, the maturity2019, respectively; partially offset by a $1,257.9 million increase in short-term debt, net primarily due to Evergy's $1.0 billion of Great Plains Energy'sborrowings under its term loan credit facility entered into in March 2019; and a $493.3 million increase in net proceeds from long-term debt due to KCP&L's issuance of $400.0 million of 4.125% Mortgage Bonds and GMO's issuance of $100.0 million of 6.875% unsecured3.74% Senior Notes in September 2017,March 2019.
WESTAR ENERGY, INC.
MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS
The below results of operations and related discussion for Westar Energy is presented in a $90.2reduced 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 June 302019 Change 2018
 (millions)
Operating revenues$1,182.3
 $(68.8) $1,251.1
Fuel and purchased power230.4
 (63.1) 293.5
SPP network transmission costs126.3
 (9.7) 136.0
Other operating expenses353.3
 (83.0) 436.3
Depreciation and amortization220.4
 34.7
 185.7
Income from operations251.9
 52.3
 199.6
Other expense, net(6.0) 11.7
 (17.7)
Interest expense92.4
 4.2
 88.2
Income tax expense (benefit)20.4
 64.8
 (44.4)
Equity in earnings of equity method investees, net of income taxes2.4
 
 2.4
Net income135.5

(5.0) 140.5
Less: Net income attributable to noncontrolling interests8.8
 3.8
 5.0
Net income attributable to Westar Energy, Inc.$126.7

$(8.8) $135.5

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Westar Energy Utility Gross Margin and MWh Sales
The following table summarizes Westar Energy's utility gross margin and MWhs sold.
 Revenues and ExpensesMWhs Sold
Year to Date June 302019 Change 2018 2019 Change 2018
Retail revenues(millions)(thousands)
Residential$371.5
 $(29.9) $401.4
 2,930
 (319) 3,249
Commercial337.1
 11.7
 325.4
 3,482
 (85) 3,567
Industrial197.2
 11.9
 185.3
 2,737
 12
 2,725
Other retail revenues10.2
 0.3
 9.9
 24
 (6) 30
Total electric retail916.0
 (6.0) 922.0
 9,173
 (398) 9,571
Wholesale revenues114.8
 (66.5) 181.3
 3,571
 (1,906) 5,477
Transmission revenues137.8
 (6.3) 144.1
 N/A
 N/A
 N/A
Other revenues13.7
 10.0
 3.7
 N/A
 N/A
 N/A
Operating revenues1,182.3
 (68.8) 1,251.1
 12,744
 (2,304) 15,048
Fuel and purchased power(230.4) 63.1
 (293.5)      
SPP network transmission costs(126.3) 9.7
 (136.0)      
Utility gross margin (a)
$825.6
 $4.0
 $821.6
      
(a)
Utility gross margin is a non-GAAP financial measure.  See explanation of utility gross margin under Evergy's Results of Operations.
Westar Energy's utility gross margin increased $4.0 million year to date June 30, 2019, compared to the same period in 2018 driven by:
a $22.3 million increase in dividends paid in 2017revenue primarily due to Great Plains Energy's October 2016 common stockone-time bill credits recorded in June 2018 as a result of conditions in the KCC merger order; and depositary share offerings, and
a $43.0$12.4 million redemption premium paid onincrease from new retail rates effective in September 2018, net of a $38.2 million provision for rate refund recorded for year to date June 30, 2018 for the redemptionchange in the corporate income tax rate caused by the TCJA; partially offset by
a $30.7 million decrease primarily due to lower retail sales driven by cooler weather in the second quarter 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 subject2019. For year to date June 30, 2019, compared to the authorization ofsame period in 2018, cooling degree days decreased 45%.
Westar Energy Other Operating Expenses (including operating and maintenance expense and taxes other than income tax)
Westar Energy's other operating expenses decreased $83.0 million year to date June 30, 2019, compared to the MPSC.  In May 2017, the MPSC authorized KCP&L to issue up to $350.0same period in 2018 primarily driven by:
$45.1 million of long-term debt through December 31, 2017. At September 30, 2017, KCP&L had utilized $300.0merger-related costs incurred in June 2018, consisting of:
$39.9 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 equity compensation awards in accordance with the Amended Merger Agreement; and
$19.0 million of merger consulting fees and fees for other outside services incurred, primarily consisting of merger success fees; partially offset by
a $13.8 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;
a $20.6 million of this authorization.decrease in plant operating and maintenance expense primarily due to obsolete inventory write-offs at retiring coal-fired units in June 2018; and
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.


5967





Significant Financing Activitiesa $14.1 million decrease in transmission and distribution operating and maintenance expense primarily due to a higher level of vegetation management activity in 2018; partially offset by
Great Plainsa $10.7 million increase in taxes other than income taxes primarily due to increased property taxes.
Westar Energy Depreciation and Amortization
In March 2017, Great PlainsWestar Energy's depreciation and amortization expense increased $34.7 million year to date June 30, 2019, compared to the same period in 2018 primarily due to a change in depreciation rates effective in September 2018 as a result of Westar Energy's 2018 rate case.
Westar Energy issued, atOther Expense, Net
Westar Energy's other expense, net decreased $11.7 millionyear to dateJune 30, 2019, compared to the same period in 2018 primarily driven by an $8.7 million decrease due to recording higher COLI benefits in 2019.
Westar Energy Interest Expense
Westar Energy's interest expense increased$4.2 million year to date June 30, 2019, compared to the same period in 2018 primarily driven by a discount,higher average balance and borrowing rates on commercial paper in 2019.
Westar Energy Income Tax Expense
Westar Energy's income tax expense increased$64.8 million year to date June 30, 2019, compared to the following seriessame period in 2018 primarily driven by:
a $52.6 million increase related to the revaluation 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;deferred income tax assets and
$1,000.0 million of 4.85% Notes, maturing in 2047.
In July 2017, liabilities based on the Evergy composite tax rate as a result of the Amended Merger Agreement, Great Plains Energy redeemed each series of the senior notes issued in March 2017. See Note 11 to the consolidated financial statements for more information on the redemption of the senior notes.
In August 2017, as a result of the Amended Merger Agreement, Great Plains Energy redeemed its Series B Preferred Stock. See Note 12 to the consolidated financial statements for more information on the redemption of the Series B Preferred Stock.
In September 2017, Great Plains Energy repaid its $100.0 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 to repay $250.0 million of 5.85% Senior Notes that maturedmerger in June 20172018; and $31.0
a $16.4 million of secured Series 1992 EIRR bonds that matured in July 2017.
Debt Agreements
See Note 10increase due to the consolidated financial statements for information regarding revolving credit facilities.higher pre-tax income.
Pensions
The Company incurs significant costs in providing defined benefit plans for substantially all active 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 to date September 30, 2017, the Company contributed $28.0 million to the pension plans and expects to contribute an additional $51.6 million in 2017 to satisfy ERISA funding requirements and 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 plans in 2017, the majority of which is expected to be paid by KCP&L.
Management believes the Company has adequate access to capital resources through cash flows from operations or through existing lines of credit to support these funding requirements.

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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
 
 2017 2016 
Year to Date June 302019 Change 2018
(millions)(millions)
Operating revenues $1,474.3
 $1,474.1
 $862.4
 $13.1
 $849.3
Fuel and purchased power (314.4) (298.7) 251.1
 1.1
 250.0
Transmission (52.9) (44.8) 
Other operating expenses (514.9) (518.8) 293.7
 7.2
 286.5
Costs to achieve the anticipated merger with Westar (10.3) 
 
Depreciation and amortization (199.9) (184.1) 158.8
 21.7
 137.1
Operating income 381.9
 427.7
 
Non-operating income and expenses 0.5
 1.9
 
Interest charges (105.5) (104.9) 
Income from operations158.8
 (16.9)
175.7
Other expense, net(8.3) 2.7
 (11.0)
Interest expense63.4
 (4.2) 67.6
Income tax expense (99.0) (116.5) 11.7
 (40.6) 52.3
Net income $177.9
 $208.2
 $75.4
 $30.6

$44.8
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
 
Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Results of Operations.
KCP&L Utility Gross Margin and MWh Sales
The following table summarizes KCP&L's utility gross margin and MWhs sold.
Revenues and Costs % MWhs Sold %Revenues and Expenses MWhs Sold
Year to Date September 302017 2016 Change 2017 2016 Change
Year to Date June 302019 Change 2018 2019 Change 2018
Retail revenues(millions)   (thousands)  (millions) (thousands)
Residential$566.6
 $573.2
 (1) 4,034
 4,200
 (4)$326.3
 $(15.6) $341.9
 2,551
 (238) 2,789
Commercial637.3
 615.4
 4
 5,730
 5,755
 
379.4
 1.3
 378.1
 3,703
 (117) 3,820
Industrial116.5
 113.0
 3
 1,330
 1,399
 (5)65.9
 (0.4) 66.3
 815
 (42) 857
Other retail revenues8.3
 10.0
 (17) 53
 63
 (16)5.3
 0.3
 5.0
 38
 
 38
Provision for rate refund0.7
 0.5
 36
 N/A
 N/A
 N/A
Energy efficiency (MEEIA)(a)
22.6
 29.6
 (24)
 N/A
 N/A
 N/A
Total retail1,352.0
 1,341.7
 1
 11,147
 11,417
 (2)
Total electric retail776.9
 (14.4) 791.3
 7,107
 (397) 7,504
Wholesale revenues102.4
 115.3
 (11) 5,198
 5,971
 (13)31.2
 22.6
 8.6
 3,222
 1,083
 2,139
Transmission revenues6.2
 (1.0) 7.2
 N/A
 N/A
 N/A
Other revenues19.9
 17.1
 17
 N/A
 N/A
 N/A
48.1
 5.9
 42.2
 N/A
 N/A
 N/A
Operating revenues1,474.3
 1,474.1
 
 16,345
 17,388
 (6)862.4
 13.1
 849.3
 10,329
 686
 9,643
Fuel and purchased power(314.4) (298.7) 5
      (251.1) (1.1) (250.0)      
Transmission(52.9) (44.8) 18
      
Gross margin (b)
$1,107.0
 $1,130.6
 (2) 

 

  
Utility gross margin (a)
$611.3
 $12.0
 $599.3
      
(a) 
Consists of recovery of program costs of $18.0 million and $20.6 million year to date September 30, 2017, and 2016, respectively, that have a direct offset in operating and maintenance expenses and recovery of throughput disincentive of $4.6 million and $9.0 million year to date September 30, 2017, and 2016, respectively.
(b)
GrossUtility gross margin is a non-GAAP financial measure.  See explanation of utility gross margin under Great Plains Energy'sEvergy's Results of Operations.

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Table of Contents


KCP&L's utility gross margin decreased $23.6increased $12.0 million year to date SeptemberJune 30, 2017,2019, compared to the same period in 20162018 driven by:
a $23.9 million increase from new retail rates effective in December 2018, net of a $39.8 million provision for rate refund recorded for year to date June 30, 2018 for the change in the corporate income tax rate caused by the TCJA;
a $22.2 million increase in revenue primarily due to one-time bill credits recorded in June 2018 as a result of conditions in the KCC and MPSC merger orders; and
a $4.1 million increase in Missouri Energy Efficiency Investment Act (MEEIA) earnings opportunity related to the achievement of certain energy savings levels in the second cycle of KCP&L's MEEIA program; partially offset by
a $30.3 million decrease primarily due to lower retail sales driven by cooler weather in the second quarter of 2019. For year to date June 30, 2019, compared to the same period in 2018, cooling degrees days decreased 45%; and
a $7.9 million decrease for recovery of programs costs for energy efficiency programs under MEEIA, which have a direct offset in operating and maintenance expense.
KCP&L Other Operating Expenses (including operating and maintenance expense and taxes other than income tax)
KCP&L's other operating expenses increased $7.2 millionyear to date June 30, 2019, compared to the same period in 2018 primarily driven by:
an estimated $45a $23.2 million decreaseincrease in operating and maintenance expense due to weather driventhe net reallocation of incurred merger transition costs between KCP&L, Evergy, Westar Energy and GMO and the subsequent deferral of these transition costs to a regulatory asset in June 2018 for future recovery by KCP&L in accordance with the KCC and MPSC merger orders;
a 16% decrease$7.0 million increase in cooling degree daystransmission and distribution operating and maintenance expense primarily due to costs incurred from storms that occurred in the second and third quartersJanuary 2019;
$5.2 million of 2017 and a 7% decrease in heating degree daysvoluntary severance expenses incurred in the first quarter of 2017;2019; partially offset by
a $4.4$10.0 million decrease in MEEIA throughput disincentive;various administrative and general operating and maintenance expenses, including labor, outside services and other miscellaneous expenses;

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a $2.6$7.9 million decrease for recovery ofin program costs for energy efficiency programs under MEEIA, which have a direct offset in utilityrevenue;
a $7.6 million decrease in plant operating and maintenance expense;expense at coal-fired units primarily driven by:
a $3.7 million decrease primarily due to an extended maintenance outage at KCP&L's Iatan No. 2 Unit from March 2018 through early July 2018; and
a $4.4 million decrease due to the retirement of KCP&L's Montrose Station in December 2018; and
an estimated $13a $2.4 million increasedecrease in injuries and damages expense primarily due to weather-normalized retail demand; and
an increase in estimated $12 million increase due to new retail rates for KCP&Lworker's compensation losses recorded in Missouri effective June 8, 2017.
KCP&L Costs to Achieve the Anticipated Merger with Westar
KCP&L's costs to achieve the anticipated merger with Westarsecond quarter of $10.3 million year to date September 30, 2017, reflects consulting fees, certain severance expenses and other transition costs related to the anticipated merger with Westar.2018.
KCP&L Depreciation and Amortization
KCP&L's depreciation and amortization expense increased $15.8$21.7 million year to date SeptemberJune 30, 2017,2019, compared to the same period in 20162018 driven by:
a $13.1 million increase primarily due to capital additions.additions; and
an $8.6 million increase due to a change in depreciation rates effective in December 2018 as a result of KCP&L's 2018 Kansas rate case.
KCP&L Income Tax Expense
KCP&L's income tax expense decreased $17.5$40.6 million year to date SeptemberJune 30, 2017,2019, compared to the same period in 20162018 primarily duedriven by:
a $51.0 million decrease related to decreased pre-tax income.the revaluation of deferred income tax assets and liabilities based on the Evergy composite tax rate as a result of the merger in June 2018; partially offset by
a $15.5 million increase related to the revaluation of deferred income tax assets and liabilities as a result of the enactment of Missouri state income tax reform in June 2018.
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Great Plains Energy and KCP&L are exposed to market risks associated with commodity price and supply, interest rates and equity prices.  Market risks are handled in accordance with established policies, which may include entering into various derivative transactions.  In the normalordinary course of business, Great Plains Energy and KCP&L also faceEvergy faces risks that are either non-financial or non-quantifiable. Such risks principally include business, legal, compliance, operational and credit risks and are discussed elsewhere in this document as well as in the 2016Evergy Companies' combined 2018 Form 10-K and therefore are not represented here.
Great Plains Energy's and KCP&L'sEvergy's interim period disclosures about market risk included in quarterly reports on Form 10-Q address material changes, if any, from the most recently filed annual report on Form 10-K. Therefore, these interim period disclosures should be read in connectionconjunction with Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk included in the 2016Evergy Companies' combined 2018 Form 10-K of each of Great Plains Energy and KCP&L, incorporated herein by reference.10-K.
ITEM 4. CONTROLS AND PROCEDURES
GREAT PLAINSEVERGY
Disclosure Controls and Procedures
Evergy carried out an evaluation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).  This evaluation was conducted under the supervision, and with the participation, of Evergy's management, including the chief executive officer and chief financial officer, and Evergy's disclosure committee.  Based upon this evaluation, the chief executive officer and chief financial officer of Evergy have concluded as of the end of the period covered by this report that the disclosure controls and procedures of Evergy were effective at a reasonable assurance level.

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Changes in Internal Control Over Financial Reporting
There has been no change in Evergy’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarterly period ended June 30, 2019, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
WESTAR ENERGY
Disclosure Controls and Procedures
Great PlainsWestar Energy carried out an evaluation of its disclosure controls and procedures (as defined in Rules 13a-15(e) orand 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)).  This evaluation was conducted under the supervision, and with the participation, of Great PlainsWestar Energy's management, including the chief executive officer and chief financial officer, and Great PlainsWestar Energy's disclosure committee.  Based upon this evaluation, the chief executive officer and chief financial officer of Great PlainsWestar Energy have concluded as of the end of the period covered by this report that the disclosure controls and procedures of Great PlainsWestar Energy were effective at a reasonable assurance level.

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Changes in Internal Control Over Financial Reporting
There has been no change in Great PlainsWestar Energy's internal control over financial reporting (as defined in RuleRules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarterly period ended SeptemberJune 30, 2017,2019, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
KCP&L
Disclosure Controls and Procedures
KCP&L carried out an evaluation of its disclosure controls and procedures (as defined in Rules 13a-15(e) orand 15d-15(e) under the Exchange Act).  This evaluation was conducted under the supervision, and with the participation, of KCP&L's management, including the chief executive officer and chief financial officer, and KCP&L's disclosure committee.  Based upon this evaluation, the chief executive officer and chief financial officer of KCP&L have concluded as of the end of the period covered by this report that the disclosure controls and procedures of KCP&L were effective at a reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There has been no change in KCP&L's internal control over financial reporting (as defined in RuleRules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarterly period ended SeptemberJune 30, 2017,2019, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

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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, 135 and 1411 to the consolidated financial statements.  Such information is incorporated herein by reference.

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ITEM 1A. RISK FACTORS
Actual results in future periods for Great Plains Energy and KCP&Lthe 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 20162018 Form 10-K for each of Great PlainsEvergy, 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.Evergy.
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.  

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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 June 30, 2019.
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)
April 1- 30 669,231
 (b) 
665,393
32,418,184
May 1- 31 216,788
$57.23216,788
32,201,396
June 1- 30 8,532,739
 (c) 
8,532,739
23,668,657
Total 9,418,758
 9,414,920
23,668,657
(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 13 to the consolidated financial statements for additional information on Evergy's common stock repurchase program.
(b) Evergy repurchased 665,393 shares of common stock in the open market at an average price of $57.08. Evergy purchased 3,838 shares for withholding taxes related to performance share vesting at an average price of $55.30.
(c) In June 2019, the March 2019 ASR agreement was settled which resulted in the delivery of 1,469,419 additional shares of Evergy common stock at no additional cost. In total, 7,792,975 shares were delivered under this ASR at an average price paid per share of $57.74. In June 2019, Evergy entered into a new ASR agreement to purchase $500.0 million of Evergy common stock and through which 7,063,320 shares were delivered in June 2019. The final number of shares of Evergy common stock that will ultimately be delivered to Evergy, and therefore the average price paid per share, will be determined at the final settlement of the ASR by September 2019.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.  MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.  OTHER INFORMATION
None.


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ITEM 6. EXHIBITS
Exhibit
Number
 Description of Document 
 
Registrant
     
     
31.1Evergy
     
31.2*Evergy
31.3 KCP&L
     
*
Great Plains Energy

31.4 

Great Plains Energy

Great Plains Energy

 KCP&L
     
31.5 Westar Energy
31.6Westar Energy
32.1*Evergy
32.2* KCP&L
     
32.3**

 Great PlainsWestar Energy
     
101.INS**

XBRL Instance Document.
 n/a
101.SCHInline XBRL Taxonomy Extension Schema Document.Evergy
Westar Energy
KCP&L
     
101.INS

101.CAL
 
Inline XBRL InstanceTaxonomy Extension Calculation Linkbase Document.

 Great PlainsEvergy
Westar
Energy
KCP&L
     
101.SCH

101.DEF
 
Inline XBRL Taxonomy Extension SchemaDefinition Linkbase Document.

 Great PlainsEvergy
Westar
Energy
KCP&L
     
101.CAL

101.LAB
 Inline XBRL Taxonomy Extension CalculationLabels Linkbase Document. Great PlainsEvergy
Westar
Energy
KCP&L
     
101.DEF

101.PRE
 
XBRL Taxonomy Extension Definition Linkbase Document.


Great Plains Energy KCP&L
101.LAB

XBRL Taxonomy Extension Labels Linkbase Document.

Great Plains Energy KCP&L
101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

 Great PlainsEvergy
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.
** The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
Copies of any of the exhibits filed with the SEC in connection with this document may be obtained from Great PlainsEvergy, Westar Energy or KCP&L, as applicable, upon written request.

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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.
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 PlainsEvergy, Inc., Westar Energy, IncorporatedInc. 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 INCORPORATEDEVERGY, INC.
   
Dated:November 1, 2017August 7, 2019
By:  /s/ Terry BasshamAnthony D. Somma
  (Terry Bassham)Anthony D. Somma)
  (Executive Vice President and Chief ExecutiveFinancial Officer)
WESTAR ENERGY, INC.
   
Dated:November 1, 2017August 7, 2019
By:  /s/ Steven P. BusserAnthony D. Somma
  (Steven P. Busser)Anthony D. Somma)
  (Principal AccountingExecutive Vice President and Chief Financial Officer)

  KANSAS CITY POWER & LIGHT COMPANY
   
Dated:November 1, 2017August 7, 2019
By:  /s/ Terry BasshamAnthony 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 AccountingFinancial Officer)



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