Table of Contents

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 March 31, 2015

or
  
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from _______to_______

 
 
Exact name of registrant as specified in its charter,
 
 
Commission
 
state of incorporation, address of principal
 
I.R.S. Employer
File Number
 
executive offices and telephone number
 
Identification Number
 
 
 
 
 
001-32206
 
GREAT PLAINS ENERGY INCORPORATED
 
43-1916803
 
 
(A Missouri Corporation)
 
 
 
 
1200 Main Street
 
 
 
 
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
 
 
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
Yes
X
No
_
 
Kansas City Power & Light Company
Yes
X
No
_
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
Yes
X
No
_
 
Kansas City Power & Light Company
Yes
X
No
_
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Great Plains Energy Incorporated
 
Large accelerated filer
X
Accelerated filer
_
 
 
 
 
 
 
Non-accelerated filer
_
Smaller reporting company
_
 
 
 
 
Kansas City Power & Light Company
 
Large accelerated filer
_
Accelerated filer
_
 
 
 
 
 
 
Non-accelerated filer
X
Smaller reporting 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
Yes
_
No
X
 
Kansas City Power & Light Company
Yes
_
No
X
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
On May 4, 2015, Great Plains Energy Incorporated had 154,289,410 shares of common stock outstanding.  On May 4, 2015, Kansas City Power & Light Company had one share of common stock outstanding and held by Great Plains Energy Incorporated.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Kansas City Power & Light Company meets the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format.


Table of Contents

This combined Quarterly Report on Form 10-Q is being filed by Great Plains Energy Incorporated (Great Plains Energy) and Kansas City Power & Light Company (KCP&L).  KCP&L is a wholly owned subsidiary of Great Plains Energy and represents a significant portion of its assets, liabilities, revenues, expenses and operations.  Thus, all information contained in this report relates to, and is filed by, Great Plains Energy.  Information that is specifically identified in this report as relating solely to Great Plains Energy, such as its financial statements and all information relating to Great Plains Energy's other operations, businesses and subsidiaries, including KCP&L Greater Missouri Operations Company (GMO), does not relate to, and is not filed by, KCP&L.  KCP&L makes no representation as to that information.  Neither Great Plains Energy nor its 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.
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 included in the 2014 Form 10-K for each of Great Plains Energy and KCP&L.



Table of Contents

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


3

Table of Contents

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, the outcome of regulatory proceedings, cost estimates of capital projects and other matters affecting future operations. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Great Plains Energy and KCP&L are providing a number of important factors that could cause actual results to differ materially from the provided forward-looking information. These important factors include: future economic conditions in regional, national and international markets and their effects on sales, prices and costs; prices and availability of electricity in regional and national wholesale markets; market perception of the energy industry, Great Plains Energy and KCP&L; changes in business strategy, operations or development plans; the outcome of contract negotiations for goods and services; effects of current or proposed state and federal legislative and regulatory actions or developments, including, but not limited to, deregulation, re-regulation and restructuring of the electric utility industry; decisions of regulators regarding rates the Companies can charge for electricity; adverse changes in applicable laws, regulations, rules, principles or practices governing tax, accounting and environmental matters including, but not limited to, air and water quality; financial market conditions and performance including, but not limited to, changes in interest rates and credit spreads and in availability and cost of capital and the effects on nuclear decommissioning trust and pension plan assets and costs; impairments of long-lived assets or goodwill; credit ratings; inflation rates; effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual commitments; impact of terrorist acts, including, but not limited to, cyber terrorism; ability to carry out marketing and sales plans; weather conditions including, but not limited to, weather-related damage and their effects on sales, prices and costs; cost, availability, quality and deliverability of fuel; the inherent uncertainties in estimating the effects of weather, economic conditions and other factors on customer consumption and financial results; ability to achieve generation goals and the occurrence and duration of planned and unplanned generation outages; delays in the anticipated in-service dates and cost increases of generation, transmission, distribution or other projects; Great Plains Energy's ability to successfully manage transmission joint venture; the inherent risks associated with the ownership and operation of a nuclear facility including, but not limited to, environmental, health, safety, regulatory and financial risks; workforce risks, including, but not limited to, increased costs of retirement, health care and other benefits; and other risks and uncertainties.
This list of factors is not all-inclusive because it is not possible to predict all factors. Part II Item 1A Risk Factors included in this report, together with the risk factors included in the 2014 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. Other sections of this report and other periodic reports filed by each of Great Plains Energy and KCP&L 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&L undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.


4

Table of Contents

GLOSSARY OF TERMS  
The following is a glossary of frequently used abbreviations or acronyms that are found throughout this report.
Abbreviation or Acronym
 
Definition
 
 
 
AEPTHC
 
AEP Transmission Holding Company, LLC, a wholly owned subsidiary of American Electric Power Company, Inc.
AFUDC
 
Allowance for Funds Used During Construction
ARO
 
Asset Retirement Obligation
ASU
 
Accounting Standard Update
BART
 
Best available retrofit technology
Board
 
Great Plains Energy Board of Directors
CAIR
 
Clean Air Interstate Rule
CAMR
 
Clean Air Mercury Rule
CCRs
 
Coal combustion residuals
Clean Air Act
 
Clean Air Act Amendments of 1990
CO 2
 
Carbon dioxide
Company
 
Great Plains Energy Incorporated and its consolidated subsidiaries
Companies
 
Great Plains Energy Incorporated and its consolidated subsidiaries and KCP&L and its consolidated subsidiaries
CSAPR
 
Cross-State Air Pollution Rule
DOE
 
Department of Energy
EBITDA
 
Earnings before interest, income taxes, depreciation and amortization
ECA
 
Energy Cost Adjustment
EIRR
 
Environmental Improvement Revenue Refunding
EPA
 
Environmental Protection Agency
EPS
 
Earnings per common share
ERISA
 
Employee Retirement Income Security Act of 1974, as amended
FAC
 
Fuel Adjustment Clause
FASB
 
Financial Accounting Standards Board
FERC
 
The Federal Energy Regulatory Commission
GAAP
 
Generally Accepted Accounting Principles
GMO
 
KCP&L Greater Missouri Operations Company, a wholly owned subsidiary of Great Plains Energy
GPETHC
 
GPE Transmission Holding Company LLC, a wholly owned subsidiary of Great Plains Energy
Great Plains Energy
 
Great Plains Energy Incorporated and its consolidated subsidiaries
IRS
 
Internal Revenue Service
ISO
 
Independent System Operator
KCC
 
The State Corporation Commission of the State of Kansas
KCP&L
 
Kansas City Power & Light Company, a wholly owned subsidiary of Great Plains Energy, and its consolidated subsidiaries
KCP&L Receivables Company
 
Kansas City Power & Light Receivables Company, a wholly owned subsidiary of KCP&L
KDHE
 
Kansas Department of Health and Environment
kV
 
Kilovolt
KW
 
Kilowatt
kWh
 
Kilowatt hour
MACT
 
Maximum achievable control technology
MATS
 
Mercury and Air Toxics Standards

5

Table of Contents

Abbreviation or Acronym
 
Definition
 
 
 
MD&A
 
Management's Discussion and Analysis of Financial Condition and Results of Operations
MDNR
 
Missouri Department of Natural Resources
MEEIA
 
Missouri Energy Efficiency Investment Act
MGP
 
Manufactured gas plant
MPS Merchant
 
MPS Merchant Services, Inc., a wholly owned subsidiary of GMO
MPSC
 
Public Service Commission of the State of Missouri
MW
 
Megawatt
MWh
 
Megawatt hour
NAAQS
 
National Ambient Air Quality Standard
NERC
 
North American Electric Reliability Corporation
NEIL
 
Nuclear Electric Insurance Limited
NOL
 
Net operating loss
NO x
 
Nitrogen oxide
NPNS
 
Normal purchases and normal sales
NRC
 
Nuclear Regulatory Commission
OCI
 
Other Comprehensive Income
PCB
 
Polychlorinated biphenyls
ppm
 
Parts per million
PRB
 
Powder River Basin
QCA
 
Quarterly Cost Adjustment
RTO
 
Regional Transmission Organization
SCR
 
Selective catalytic reduction
SEC
 
Securities and Exchange Commission
SERP
 
Supplemental Executive Retirement Plan
SO 2
 
Sulfur dioxide
SPP
 
Southwest Power Pool, Inc.
Syncora
 
Syncora Guarantee, Inc.
TCR
 
Transmission Congestion Right
Transource
 
Transource Energy, LLC and its subsidiaries, 13.5% owned by GPETHC
Transource Missouri
 
Transource Missouri, LLC, a wholly owned subsidiary of Transource
WCNOC
 
Wolf Creek Nuclear Operating Corporation
Westar
 
Westar Energy, Inc., an unrelated Kansas utility company
Wolf Creek
 
Wolf Creek Generating Station


6

Table of Contents

PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

GREAT PLAINS ENERGY INCORPORATED
Consolidated Balance Sheets
(Unaudited)
 
 
 
 
 
March 31
 
December 31
 
2015
 
2014
ASSETS
(millions, except share amounts)
Current Assets
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
12.2

 
 
 
$
13.0

 
Funds on deposit
 
4.6

 
 
 
1.2

 
Receivables, net
 
142.5

 
 
 
160.3

 
Accounts receivable pledged as collateral
 
171.0

 
 
 
171.0

 
Fuel inventories, at average cost
 
102.2

 
 
 
90.1

 
Materials and supplies, at average cost
 
151.7

 
 
 
152.7

 
Deferred refueling outage costs
 
28.1

 
 
 
12.5

 
Refundable income taxes
 
3.2

 
 
 
3.1

 
Deferred income taxes
 
74.5

 
 
 
78.1

 
Prepaid expenses and other assets
 
33.1

 
 
 
36.9

 
Total
 
723.1

 
 
 
718.9

 
Utility Plant, at Original Cost
 
 

 
 
 
 

 
Electric
 
12,652.2

 
 
 
12,128.7

 
Less - accumulated depreciation
 
4,834.8

 
 
 
4,828.3

 
Net utility plant in service
 
7,817.4

 
 
 
7,300.4

 
Construction work in progress
 
510.2

 
 
 
900.0

 
Nuclear fuel, net of amortization of $192.4 and $187.5
 
75.8

 
 
 
79.2

 
Total
 
8,403.4

 
 
 
8,279.6

 
Investments and Other Assets
 
 

 
 
 
 

 
Nuclear decommissioning trust fund
 
203.5

 
 
 
199.0

 
Regulatory assets
 
1,018.7

 
 
 
1,034.6

 
Goodwill
 
169.0

 
 
 
169.0

 
Other
 
76.7

 
 
 
74.6

 
Total
 
1,467.9

 
 
 
1,477.2

 
Total
 
$
10,594.4

 
 
 
$
10,475.7

 
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.










7

Table of Contents

GREAT PLAINS ENERGY INCORPORATED
Consolidated Balance Sheets
(Unaudited)
 
 
March 31
 
December 31
 
2015
 
2014
LIABILITIES AND CAPITALIZATION
(millions, except share amounts)
Current Liabilities
 
 
 
 
 
 
 
Notes payable
 
$
10.0

 
 
 
$
4.0

 
Collateralized note payable
 
171.0

 
 
 
171.0

 
Commercial paper
 
536.0

 
 
 
358.3

 
Current maturities of long-term debt
 
1.1

 
 
 
15.1

 
Accounts payable
 
281.0

 
 
 
388.0

 
Accrued taxes
 
64.9

 
 
 
30.4

 
Accrued interest
 
57.9

 
 
 
41.3

 
Accrued compensation and benefits
 
40.4

 
 
 
35.2

 
Pension and post-retirement liability
 
2.8

 
 
 
2.8

 
Other
 
32.2

 
 
 
24.7

 
Total
 
1,197.3

 
 
 
1,070.8

 
Deferred Credits and Other Liabilities
 
 

 
 
 
 

 
Deferred income taxes
 
1,092.7

 
 
 
1,089.7

 
Deferred tax credits
 
125.6

 
 
 
126.0

 
Asset retirement obligations
 
198.8

 
 
 
195.9

 
Pension and post-retirement liability
 
510.8

 
 
 
508.6

 
Regulatory liabilities
 
292.9

 
 
 
282.7

 
Other
 
80.5

 
 
 
88.9

 
Total
 
2,301.3

 
 
 
2,291.8

 
Capitalization
 
 

 
 
 
 

 
Great Plains Energy common shareholders' equity
 
 

 
 
 
 

 
Common stock - 250,000,000 shares authorized without par value
 
 

 
 
 
 

 
154,376,457 and 154,254,037 shares issued, stated value
 
2,641.3

 
 
 
2,639.3

 
Retained earnings
 
948.3

 
 
 
967.8

 
Treasury stock - 95,095 and 91,281 shares, at cost
 
(2.4
)
 
 
 
(2.3
)
 
Accumulated other comprehensive loss
 
(17.2
)
 
 
 
(18.7
)
 
Total
 
3,570.0

 
 
 
3,586.1

 
Cumulative preferred stock $100 par value
 
 

 
 
 
 

 
3.80% - 100,000 shares issued
 
10.0

 
 
 
10.0

 
4.50% - 100,000 shares issued
 
10.0

 
 
 
10.0

 
4.20% - 70,000 shares issued
 
7.0

 
 
 
7.0

 
4.35% - 120,000 shares issued
 
12.0

 
 
 
12.0

 
Total
 
39.0

 
 
 
39.0

 
Long-term debt (Note 9)
 
3,486.8

 
 
 
3,488.0

 
Total
 
7,095.8

 
 
 
7,113.1

 
Commitments and Contingencies (Note 10)
 


 
 
 


 
Total
 
$
10,594.4

 
 
 
$
10,475.7

 
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

8

Table of Contents

GREAT PLAINS ENERGY INCORPORATED
Consolidated Statements of Comprehensive Income
(Unaudited)
 
 
Three Months Ended March 31
2015
 
2014
Operating Revenues
(millions, except per share amounts)
Electric revenues
$
549.1

 
$
585.1

Operating Expenses
 

 
 

Fuel
107.6

 
135.2

Purchased power
45.4

 
45.4

Transmission
20.9

 
17.6

Utility operating and maintenance expenses
171.5

 
180.7

Depreciation and amortization
79.8

 
74.5

General taxes
52.7

 
52.8

Other
1.1

 
1.0

Total
479.0

 
507.2

Operating income
70.1

 
77.9

Non-operating income
6.0

 
6.4

Non-operating expenses
(3.7
)
 
(3.1
)
Interest charges
(47.3
)
 
(49.4
)
Income before income tax expense and income from equity investments
25.1

 
31.8

Income tax expense
(6.5
)
 
(8.1
)
Income from equity investments, net of income taxes
0.3

 
0.1

Net income
18.9

 
23.8

Preferred stock dividend requirements
0.4

 
0.4

Earnings available for common shareholders
$
18.5

 
$
23.4

 
 
 
 
Average number of basic common shares outstanding
154.0

 
153.7

Average number of diluted common shares outstanding
154.4

 
154.0

 
 
 
 
Basic and diluted earnings per common share
$
0.12

 
$
0.15

 
 
 
 
Cash dividends per common share
$
0.245

 
$
0.23

Comprehensive Income
 
 
 
Net income
$
18.9

 
$
23.8

Other comprehensive income
 

 
 

Derivative hedging activity
 

 
 

Reclassification to expenses, net of tax
1.4

 
2.8

Derivative hedging activity, net of tax
1.4

 
2.8

Defined benefit pension plans
 
 
 
Amortization of net losses included in net periodic benefit costs, net of tax
0.1

 
0.2

Change in unrecognized pension expense, net of tax
0.1

 
0.2

Total other comprehensive income
1.5

 
3.0

Comprehensive income
$
20.4

 
$
26.8

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.


9

Table of Contents


GREAT PLAINS ENERGY INCORPORATED
Consolidated Statements of Cash Flows
(Unaudited)
 
 
 
 
 
 
 
 
Three Months Ended March 31
 
2015
 
 
 
2014
 
Cash Flows from Operating Activities
(millions)
Net income
 
$
18.9

 
 
 
$
23.8

 
Adjustments to reconcile income to net cash from operating activities:
 
 

 
 
 
 

 
Depreciation and amortization
 
79.8

 
 
 
74.5

 
Amortization of:
 
 

 
 
 
 

 
Nuclear fuel
 
4.9

 
 
 
5.9

 
Other
 
12.4

 
 
 
14.0

 
Deferred income taxes, net
 
6.5

 
 
 
8.3

 
Investment tax credit amortization
 
(0.4
)
 
 
 
(0.4
)
 
Income from equity investments, net of income taxes
 
(0.3
)
 
 
 
(0.1
)
 
Other operating activities (Note 2)
 
(22.4
)
 
 
 
(18.7
)
 
Net cash from operating activities
 
99.4

 
 
 
107.3

 
Cash Flows from Investing Activities
 
 

 
 
 
 

 
Utility capital expenditures
 
(217.9
)
 
 
 
(185.2
)
 
Allowance for borrowed funds used during construction
 
(2.7
)
 
 
 
(3.5
)
 
Purchases of nuclear decommissioning trust investments
 
(11.8
)
 
 
 
(8.5
)
 
Proceeds from nuclear decommissioning trust investments
 
11.0

 
 
 
7.6

 
Proceeds from sale of transmission assets
 

 
 
 
37.7

 
Other investing activities
 
(9.1
)
 
 
 
(8.4
)
 
Net cash from investing activities
 
(230.5
)
 
 
 
(160.3
)
 
Cash Flows from Financing Activities
 
 

 
 
 
 

 
Issuance of common stock
 
0.8

 
 
 
1.3

 
Repayment of long-term debt
 
(15.1
)
 
 
 
(13.4
)
 
Net change in short-term borrowings
 
183.7

 
 
 
105.6

 
Dividends paid
 
(38.2
)
 
 
 
(35.8
)
 
Other financing activities
 
(0.9
)
 
 
 
(1.7
)
 
Net cash from financing activities
 
130.3

 
 
 
56.0

 
Net Change in Cash and Cash Equivalents
 
(0.8
)
 
 
 
3.0

 
Cash and Cash Equivalents at Beginning of Year
 
13.0

 
 
 
10.6

 
Cash and Cash Equivalents at End of Period
 
$
12.2

 
 
 
$
13.6

 
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

10

Table of Contents

GREAT PLAINS ENERGY INCORPORATED
Consolidated Statements of Common Shareholders' Equity
(Unaudited)
 
 
 
 
 
Three Months Ended March 31
2015
 
2014
 
 
Shares
 
Amount
 
Shares
 
Amount
 
Common Stock
(millions, except share amounts)
Beginning balance
154,254,037

 
$
2,639.3

 
153,995,621

 
$
2,631.1

 
Issuance of common stock
44,483

 
1.2

 
48,945

 
1.3

 
Issuance of restricted common stock
77,937

 
2.0

 
71,860

 
1.8

 
Equity compensation expense, net of forfeitures
 

 
0.3

 
 

 
0.1

 
Unearned Compensation
 

 
 

 
 

 
 

 
Issuance of restricted common stock
 

 
(2.0
)
 
 

 
(1.8
)
 
Compensation expense recognized
 

 
0.5

 
 

 
0.5

 
Other
 

 

 
 

 
0.9

 
Ending balance
154,376,457

 
2,641.3

 
154,116,426

 
2,633.9

 
Retained Earnings
 

 
 

 
 

 
 

 
Beginning balance
 

 
967.8

 
 

 
871.4

 
Net income
 

 
18.9

 
 

 
23.8

 
Dividends:
 

 
 

 
 

 
 

 
Common stock ($0.245 and $0.23 per share)
 
 
(37.8
)
 
 

 
(35.4
)
 
Preferred stock - at required rates
 

 
(0.4
)
 
 

 
(0.4
)
 
Performance shares
 

 
(0.2
)
 
 

 
(0.3
)
 
Ending balance
 

 
948.3

 
 

 
859.1

 
Treasury Stock
 

 
 

 
 

 
 

 
Beginning balance
(91,281
)
 
(2.3
)
 
(129,290
)
 
(2.8
)
 
Treasury shares acquired
(50,899
)
 
(1.3
)
 
(69,129
)
 
(1.8
)
 
Treasury shares reissued
47,085

 
1.2

 
109,057

 
2.4

 
Ending balance
(95,095
)
 
(2.4
)
 
(89,362
)
 
(2.2
)
 
Accumulated Other Comprehensive Income (Loss)
 
 
 

 
 

 
 

 
Beginning balance
 

 
(18.7
)
 
 

 
(25.3
)
 
Derivative hedging activity, net of tax
 

 
1.4

 
 

 
2.8

 
Change in unrecognized pension expense, net of tax
 
 
0.1

 
 

 
0.2

 
Ending balance
 

 
(17.2
)
 
 

 
(22.3
)
 
Total Great Plains Energy Common Shareholders' Equity
 
 
$
3,570.0

 
 

 
$
3,468.5

 
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

11

Table of Contents

KANSAS CITY POWER & LIGHT COMPANY
Consolidated Balance Sheets
(Unaudited)
 
 
March 31
 
December 31
 
2015
 
2014
ASSETS
(millions, except share amounts)
Current Assets
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
2.8

 
 
 
$
2.7

 
Funds on deposit
 
0.9

 
 
 
0.6

 
Receivables, net
 
116.5

 
 
 
128.9

 
Related party receivables
 
51.5

 
 
 
68.8

 
Accounts receivable pledged as collateral
 
110.0

 
 
 
110.0

 
Fuel inventories, at average cost
 
70.4

 
 
 
58.8

 
Materials and supplies, at average cost
 
109.2

 
 
 
110.1

 
Deferred refueling outage costs
 
28.1

 
 
 
12.5

 
Refundable income taxes
 
7.9

 
 
 
57.5

 
Deferred income taxes
 
0.8

 
 
 
5.0

 
Prepaid expenses and other assets
 
29.5

 
 
 
32.7

 
Total
 
527.6

 
 
 
587.6

 
Utility Plant, at Original Cost
 
 

 
 
 
 

 
Electric
 
9,211.6

 
 
 
8,737.3

 
Less - accumulated depreciation
 
3,647.8

 
 
 
3,658.7

 
Net utility plant in service
 
5,563.8

 
 
 
5,078.6

 
Construction work in progress
 
421.1

 
 
 
791.2

 
Nuclear fuel, net of amortization of $192.4 and $187.5
 
75.8

 
 
 
79.2

 
Total
 
6,060.7

 
 
 
5,949.0

 
Investments and Other Assets
 
 

 
 
 
 

 
Nuclear decommissioning trust fund
 
203.5

 
 
 
199.0

 
Regulatory assets
 
740.2

 
 
 
745.7

 
Other
 
30.3

 
 
 
29.5

 
Total
 
974.0

 
 
 
974.2

 
Total
 
$
7,562.3

 
 
 
$
7,510.8

 
The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

12

Table of Contents

KANSAS CITY POWER & LIGHT COMPANY
Consolidated Balance Sheets
(Unaudited)
 
 
 
 
 
March 31
 
December 31
 
2015
 
2014
LIABILITIES AND CAPITALIZATION
(millions, except share amounts)
Current Liabilities
 
 
 
 
 
 
 
Collateralized note payable
 
$
110.0

 
 
 
$
110.0

 
Commercial paper
 
424.0

 
 
 
358.3

 
Current maturities of long-term debt
 

 
 
 
14.0

 
Accounts payable
 
246.6

 
 
 
305.2

 
Related party payables
 

 
 
 
12.6

 
Accrued taxes
 
47.3

 
 
 
23.6

 
Accrued interest
 
41.1

 
 
 
29.0

 
Accrued compensation and benefits
 
40.4

 
 
 
35.2

 
Pension and post-retirement liability
 
1.5

 
 
 
1.5

 
Other
 
13.1

 
 
 
12.4

 
Total
 
924.0

 
 
 
901.8

 
Deferred Credits and Other Liabilities
 
 

 
 
 
 

 
Deferred income taxes
 
1,022.7

 
 
 
1,016.9

 
Deferred tax credits
 
124.1

 
 
 
124.3

 
Asset retirement obligations
 
180.3

 
 
 
177.7

 
Pension and post-retirement liability
 
487.8

 
 
 
485.4

 
Regulatory liabilities
 
176.2

 
 
 
172.0

 
Other
 
59.1

 
 
 
59.2

 
Total
 
2,050.2

 
 
 
2,035.5

 
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
 
740.0

 
 
 
726.8

 
Accumulated other comprehensive loss
 
(13.5
)
 
 
 
(14.9
)
 
Total
 
2,289.6

 
 
 
2,275.0

 
Long-term debt (Note 9)
 
2,298.5

 
 
 
2,298.5

 
Total
 
4,588.1

 
 
 
4,573.5

 
Commitments and Contingencies (Note 10)
 


 
 
 


 
Total
 
$
7,562.3

 
 
 
$
7,510.8

 
The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

13

Table of Contents

KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Comprehensive Income
(Unaudited)
 
 
Three Months Ended March 31
2015
 
2014
Operating Revenues
(millions)
Electric revenues
$
370.4

 
$
391.0

Operating Expenses
 

 
 

Fuel
74.8

 
93.6

Purchased power
21.9

 
18.9

Transmission
13.4

 
10.6

Operating and maintenance expenses
118.3

 
127.2

Depreciation and amortization
56.5

 
51.7

General taxes
40.2

 
41.5

Total
325.1

 
343.5

Operating income
45.3

 
47.5

Non-operating income
4.4

 
6.0

Non-operating expenses
(1.7
)
 
(1.6
)
Interest charges
(31.5
)
 
(30.7
)
Income before income tax expense
16.5

 
21.2

Income tax expense
(3.3
)
 
(4.0
)
Net income
$
13.2

 
$
17.2

Comprehensive Income
 

 
 

Net income
$
13.2

 
$
17.2

Other comprehensive income
 

 
 

Derivative hedging activity
 

 
 

Reclassification to expenses, net of tax
1.4

 
1.3

Derivative hedging activity, net of tax
1.4

 
1.3

Total other comprehensive income
1.4

 
1.3

Comprehensive income
$
14.6

 
$
18.5

The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an integral part of these statements.


14

Table of Contents

KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Cash Flows
(Unaudited)
 
 
 
 
 
 
 
 
Three Months Ended March 31
 
2015
 
 
 
2014
 
Cash Flows from Operating Activities
(millions)
Net income
 
$
13.2

 
 
 
$
17.2

 
Adjustments to reconcile income to net cash from operating activities:
 
 
 
 
 
 

 
Depreciation and amortization
 
56.5

 
 
 
51.7

 
Amortization of:
 
 

 
 
 
 

 
Nuclear fuel
 
4.9

 
 
 
5.9

 
Other
 
7.4

 
 
 
8.2

 
Deferred income taxes, net
 
10.3

 
 
 
1.0

 
Investment tax credit amortization
 
(0.2
)
 
 
 
(0.2
)
 
Other operating activities (Note 2)
 
60.2

 
 
 
26.6

 
Net cash from operating activities
 
152.3

 
 
 
110.4

 
Cash Flows from Investing Activities
 
 

 
 
 
 

 
Utility capital expenditures
 
(181.8
)
 
 
 
(160.5
)
 
Allowance for borrowed funds used during construction
 
(2.1
)
 
 
 
(3.2
)
 
Purchases of nuclear decommissioning trust investments
 
(11.8
)
 
 
 
(8.5
)
 
Proceeds from nuclear decommissioning trust investments
 
11.0

 
 
 
7.6

 
Proceeds from sale of transmission assets
 

 
 
 
4.7

 
Other investing activities
 
(6.6
)
 
 
 
(4.0
)
 
Net cash from investing activities
 
(191.3
)
 
 
 
(163.9
)
 
Cash Flows from Financing Activities
 
 

 
 
 
 

 
Repayment of long-term debt
 
(14.0
)
 
 
 

 
Net change in short-term borrowings
 
65.7

 
 
 
73.5

 
Net money pool borrowings
 
(12.6
)
 
 
 
(0.2
)
 
Dividends paid to Great Plains Energy
 

 
 
 
(18.0
)
 
Net cash from financing activities
 
39.1

 
 
 
55.3

 
Net Change in Cash and Cash Equivalents
 
0.1

 
 
 
1.8

 
Cash and Cash Equivalents at Beginning of Year
 
2.7

 
 
 
4.0

 
Cash and Cash Equivalents at End of Period
 
$
2.8

 
 
 
$
5.8

 
The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

15

Table of Contents

KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Common Shareholder's Equity
(Unaudited)
 
 
 
 
 
Three Months Ended March 31
2015
 
2014
 
 
Shares
 
Amount
 
Shares
 
Amount
 
 
(millions, except share amounts)
Common Stock
1

 
$
1,563.1

 
1

 
$
1,563.1

 
Retained Earnings
 

 
 

 
 

 
 

 
Beginning balance
 

 
726.8

 
 

 
636.4

 
Net income
 

 
13.2

 
 

 
17.2

 
Dividends:
 

 
 

 
 

 
 

 
Common stock held by Great Plains Energy
 

 

 
 

 
(18.0
)
 
Ending balance
 

 
740.0

 
 

 
635.6

 
Accumulated Other Comprehensive Income (Loss)
 
 
 

 
 

 
 

 
Beginning balance
 

 
(14.9
)
 
 

 
(20.2
)
 
Derivative hedging activity, net of tax
 

 
1.4

 
 

 
1.3

 
Ending balance
 

 
(13.5
)
 
 

 
(18.9
)
 
Total Common Shareholder's Equity
 

 
$
2,289.6

 
 

 
$
2,179.8

 
The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

16

Table of Contents

GREAT PLAINS ENERGY INCORPORATED
KANSAS CITY POWER & LIGHT COMPANY
Notes to Unaudited Consolidated Financial Statements
The notes to unaudited consolidated financial statements that follow are a combined presentation for Great Plains Energy Incorporated and Kansas City Power & Light Company, both registrants under this filing.  The terms "Great Plains Energy," "Company," "KCP&L" and "Companies" are used throughout this report.  "Great Plains Energy" and the "Company" refer to Great Plains Energy Incorporated and its consolidated subsidiaries, unless otherwise indicated.  "KCP&L" refers to Kansas City Power & Light Company and its consolidated subsidiaries. "Companies" refers to Great Plains Energy Incorporated and its consolidated subsidiaries and KCP&L and its consolidated subsidiaries. The 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. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Great Plains Energy, a Missouri corporation incorporated in 2001, is a public utility holding company and does not own or operate any significant assets other than the stock of its subsidiaries.  Great Plains Energy's wholly owned direct subsidiaries with significant operations are as follows:
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. GPETHC accounts for its investment in Transource under the equity method. Transource is focused on the development of competitive electric transmission projects.
Each of Great Plains Energy's and KCP&L's consolidated financial statements includes the accounts of their subsidiaries.  Intercompany transactions have been eliminated.
Great Plains Energy's sole reportable business segment is electric utility.  See Note 17 for additional information.
Basic and Diluted Earnings per Common Share Calculation
To determine basic earnings per common share (EPS), preferred stock dividend requirements are deducted from net income before dividing by the average number of common shares outstanding.  The effect of dilutive securities, calculated using the treasury stock method, assumes the issuance of common shares applicable to performance shares and restricted stock.

17

Table of Contents

The following table reconciles Great Plains Energy's basic and diluted EPS.
Three Months Ended March 31
 
2015
 
2014
 
Income
(millions, except per share amounts)
Net income
 
$
18.9

 
$
23.8

 
Less: preferred stock dividend requirements
 
0.4

 
0.4

 
Earnings available for common shareholders
 
$
18.5

 
$
23.4

 
Common Shares Outstanding
 
 

 
 

 
Average number of common shares outstanding
 
154.0

 
153.7

 
Add: effect of dilutive securities
 
0.4

 
0.3

 
Diluted average number of common shares outstanding
 
154.4

 
154.0

 
Basic and diluted EPS
 
$
0.12

 
$
0.15

 
Anti-dilutive shares excluded from the computation of diluted EPS are detailed in the following table.
Three Months Ended March 31
2015
 
2014
Performance shares

 
495,619

Restricted stock shares

 
71,573

Dividends Declared
In May 2015 , Great Plains Energy's Board of Directors (Board) declared a quarterly dividend of $0.245 per share on Great Plains Energy's common stock.  The common dividend is payable June 19, 2015 , to shareholders of record as of May 29, 2015 .  The Board also declared regular dividends on Great Plains Energy's preferred stock, payable September 1, 2015 , to shareholders of record as of August 11, 2015 .
New Accounting Standards
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (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. The new standard is effective for the Companies on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Companies are evaluating the effect that ASU No. 2014-09 will have on their consolidated financial statements and related disclosures. The Companies have not yet selected a transition method nor have they determined the effect of the standard on their ongoing financial reporting.
In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs , which requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Great Plains Energy and KCP&L currently include debt issuance costs in Other - Investments and Other Assets on their consolidated balance sheets. The new guidance is effective for interim and annual periods beginning after December 15, 2015 with early adoption permitted. The Companies intend to early adopt ASU No. 2015-03 for the 2015 Form 10-K.

18

Table of Contents

2. SUPPLEMENTAL CASH FLOW INFORMATION
Great Plains Energy Other Operating Activities
Three Months Ended March 31
2015
 
2014
Cash flows affected by changes in:
(millions)
Receivables
$
17.8

 
$
10.9

Fuel inventories
(12.1
)
 
4.8

Materials and supplies
1.0

 
0.9

Accounts payable
(88.0
)
 
(77.9
)
Accrued taxes
34.5

 
34.6

Accrued interest
16.6

 
16.4

Deferred refueling outage costs
(15.6
)
 
4.1

Pension and post-retirement benefit obligations
16.0

 
22.4

Allowance for equity funds used during construction
(3.3
)
 
(4.7
)
Fuel recovery mechanism
8.7

 
(6.6
)
Solar rebates paid
(2.8
)
 
(12.2
)
Other
4.8

 
(11.4
)
Total other operating activities
$
(22.4
)
 
$
(18.7
)
Cash paid during the period:
 

 
 

Interest
$
27.4

 
$
26.8

Income taxes
$
0.1

 
$
0.1

Non-cash investing activities:
 
 
 

Liabilities accrued for capital expenditures
$
38.7

 
$
37.7

KCP&L Other Operating Activities
Three Months Ended March 31
2015
 
2014
Cash flows affected by changes in:
(millions)
Receivables
$
29.7

 
$
13.7

Fuel inventories
(11.6
)
 
1.8

Materials and supplies
0.9

 
0.5

Accounts payable
(43.3
)
 
(45.3
)
Accrued taxes
73.3

 
38.1

Accrued interest
12.1

 
12.1

Deferred refueling outage costs
(15.6
)
 
4.1

Pension and post-retirement benefit obligations
16.2

 
22.0

Allowance for equity funds used during construction
(2.7
)
 
(4.7
)
Fuel recovery mechanism
(2.2
)
 
4.6

Solar rebates paid
(2.3
)
 
(2.7
)
Other
5.7

 
(17.6
)
Total other operating activities
$
60.2

 
$
26.6

Cash paid during the period:
 

 
 

Interest
$
16.4

 
$
15.5

Non-cash investing activities:
 
 
 

Liabilities accrued for capital expenditures
$
34.8

 
$
29.4


19

Table of Contents

3. RECEIVABLES
Great Plains Energy's and KCP&L's receivables are detailed in the following table.
 
March 31
December 31
 
 
2015
 
 
2014
 
Great Plains Energy
 
(millions)
 
Customer accounts receivable - billed
 
$
0.9

 
 
$
1.1

 
Customer accounts receivable - unbilled
 
64.1

 
 
75.3

 
Allowance for doubtful accounts - customer accounts receivable
 
(4.3
)
 
 
(2.8
)
 
Other receivables
 
81.8

 
 
86.7

 
Total
 
$
142.5

 
 
$
160.3

 
KCP&L
 
 

 
 
 

 
Customer accounts receivable - billed
 
$
0.1

 
 
$
0.6

 
Customer accounts receivable - unbilled
 
43.0

 
 
49.7

 
Allowance for doubtful accounts - customer accounts receivable
 
(2.0
)
 
 
(1.2
)
 
Other receivables
 
75.4

 
 
79.8

 
Total
 
$
116.5

 
 
$
128.9

 
Great Plains Energy's and KCP&L's other receivables at March 31, 2015 , and December 31, 2014 , consisted primarily of receivables from partners in jointly owned electric utility plants and wholesale sales receivables.
Sale of Accounts Receivable – 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 the accounts receivable to Victory Receivables Corporation, an independent outside investor. Each of KCP&L Receivables Company's and GMO Receivables Company's sale of the undivided percentage ownership interest in accounts receivable to Victory Receivables Corporation is accounted for as a secured borrowing with accounts receivable pledged as collateral and a corresponding short-term collateralized note payable recognized on the balance sheets.  At March 31, 2015 , and December 31, 2014 , Great Plains Energy's accounts receivable pledged as collateral and the corresponding short-term collateralized note payable were $171.0 million . At March 31, 2015 , and December 31, 2014 , KCP&L's accounts receivable pledged as collateral and the corresponding short-term collateralized note payable were $110.0 million .
KCP&L and GMO each sell their receivables at a fixed price based upon the expected cost of funds and charge-offs.  These costs comprise KCP&L's and GMO's loss on the sale of accounts receivable.  KCP&L and GMO service the receivables and receive annual servicing fees of 1.5% and 1.25% , respectively, of the outstanding principal amount of the receivables sold to KCP&L Receivables Company and GMO Receivables Company. KCP&L and GMO do not recognize a servicing asset or liability because management determined the collection agent fees earned by KCP&L and GMO approximate market value.  KCP&L's agreement expires in September 2015 and allows for $110 million in aggregate outstanding principal amount at any time.  GMO's agreement expires in September 2015 and allows for $65 million in aggregate outstanding principal from mid-November 2014 through mid-June 2015 and then increases to $80 million through September 2015.

20

Table of Contents

Information regarding KCP&L's sale of accounts receivable to KCP&L Receivables Company and GMO's sale of accounts receivable to GMO Receivables Company is reflected in the following tables.
Three Months Ended March 31, 2015
KCP&L
 
KCP&L
Receivables
Company
 
Consolidated
KCP&L
 
GMO
 
GMO
Receivables
Company
 
Consolidated Great Plains Energy
 
(millions)
Receivables (sold) purchased
 
$
(349.8
)
 
 
 
$
349.8

 
 
 
$

 
 
 
$
(188.7
)
 
 
 
$
188.7

 
 
 
$

 
Gain (loss) on sale of accounts receivable (a)
 
(4.4
)
 
 
 
4.5

 
 
 
0.1

 
 
 
(2.4
)
 
 
 
2.4

 
 
 
0.1

 
Servicing fees received (paid)
 
0.6

 
 
 
(0.6
)
 
 
 

 
 
 
0.3

 
 
 
(0.3
)
 
 
 

 
Fees paid to outside investor
 

 
 
 
(0.2
)
 
 
 
(0.2
)
 
 
 

 
 
 
(0.1
)
 
 
 
(0.3
)
 
Cash from customers (transferred) received
 
(359.8
)
 
 
 
359.8

 
 
 

 
 
 
(194.8
)
 
 
 
194.8

 
 
 

 
Cash received from (paid for) receivables purchased
 
355.3

 
 
 
(355.3
)
 
 
 

 
 
 
192.3

 
 
 
(192.3
)
 
 
 

 
Interest on intercompany note received (paid)
 
0.1

 
 
 
(0.1
)
 
 
 

 
 
 

 
 
 

 
 
 

 
Three Months Ended March 31, 2014
KCP&L
 
KCP&L
Receivables
Company
 
Consolidated
KCP&L
 
GMO
 
GMO
Receivables
Company
 
Consolidated Great Plains Energy
 
(millions)
Receivables (sold) purchased
 
$
(353.1
)
 
 
 
$
353.1

 
 
 
$


 
 
$
(193.8
)
 
 
 
$
193.8

 
 
 
$

 
Gain (loss) on sale of accounts receivable (a)
 
(4.5
)
 
 
 
4.6

 
 
 
0.1


 
 
(2.5
)
 
 
 
2.5

 
 
 
0.1

 
Servicing fees received (paid)
 
0.6

 
 
 
(0.6
)
 
 
 


 
 
0.3

 
 
 
(0.3
)
 
 
 

 
Fees paid to outside investor
 

 
 
 
(0.3
)
 
 
 
(0.3
)

 
 

 
 
 
(0.2
)
 
 
 
(0.5
)
 
Cash from customers (transferred) received
 
(367.6
)
 
 
 
367.6

 
 
 


 
 
(200.8
)
 
 
 
200.8

 
 
 

 
Cash received from (paid for) receivables purchased
 
363.0

 
 
 
(363.0
)
 
 
 


 
 
198.3

 
 
 
(198.3
)
 
 
 

 
(a) Any net gain (loss) is the result of the timing difference inherent in collecting receivables and over the life of the agreement will net to zero.
4. NUCLEAR PLANT
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 Nuclear Regulatory Commission (NRC), with respect to licensing, operations and safety-related requirements.
Spent Nuclear Fuel and High-Level Radioactive Waste
Under the Nuclear Waste Policy Act of 1982, the Department of Energy (DOE) is responsible for the permanent disposal of spent nuclear fuel.  Wolf Creek paid the DOE a quarterly fee of one-tenth of a cent for each kilowatt hour (kWh) of net nuclear generation delivered and sold for the future disposal of spent nuclear fuel.  KCP&L's 47% share of these costs were charged to fuel expense. The Nuclear Energy Institute, a number of individual utilities, and the National Association of Regulatory Utility Commissioners sued the DOE seeking the suspension of this fee. In January 2014, the DOE submitted a proposal to Congress to set the fee at zero, which became effective May 16, 2014.

In 2010, 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 reexamined its 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. 


21

Table of Contents

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.
Nuclear Decommissioning Trust Fund
The following table summarizes the change in Great Plains Energy's and KCP&L's nuclear decommissioning trust fund.
 
March 31
2015
 
December 31
2014
Decommissioning Trust
 
(millions)
 
Beginning balance January 1
 
$
199.0

 
 
 
$
183.9

 
Contributions
 
0.8

 
 
 
3.3

 
Earned income, net of fees
 
0.9

 
 
 
3.6

 
Net realized gains
 
0.8

 
 
 
0.4

 
Net unrealized gains
 
2.0

 
 
 
7.8

 
Ending balance
 
$
203.5

 
 
 
$
199.0

 
The nuclear decommissioning trust is reported at fair value on the balance sheets and is invested in assets as detailed in the following table.
 
March 31, 2015
 
 
 
December 31, 2014
 
 
Cost
Basis
 
Unrealized Gains
 
Unrealized
Losses
 
Fair
Value
 
Cost
Basis
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
 
(millions)
Equity securities
$
88.3

 
 
$
52.0

 
 
 
$
(0.6
)
 
 
 
$
139.7

 
 
 
$
87.2

 
 
 
$
50.6

 
 
 
$
(0.7
)
 
 
 
$
137.1

 
Debt securities
58.1

 
 
4.3

 
 
 
(0.1
)
 
 
 
62.3

 
 
 
55.4

 
 
 
3.8

 
 
 
(0.1
)
 
 
 
59.1

 
Other
1.5

 
 

 
 
 

 
 
 
1.5

 
 
 
2.8

 
 
 

 
 
 

 
 
 
2.8

 
Total
$
147.9

 
 
$
56.3

 
 
 
$
(0.7
)
 
 
 
$
203.5

 
 
 
$
145.4

 
 
 
$
54.4

 
 
 
$
(0.8
)
 
 
 
$
199.0

 
The weighted average maturity of debt securities held by the trust at March 31, 2015 , was approximately 7 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 March 31
2015
 
2014
 
(millions)
Realized gains
$
1.4

 
$
0.2

Realized losses
(0.6
)
 
(0.1
)

22

Table of Contents

5 . REGULATORY MATTERS
KCP&L Kansas Rate Case Proceedings
In January 2015, KCP&L filed an application with The State Corporation Commission of the State of Kansas (KCC) to request an increase to its retail revenues of $67.3 million , with a return on equity of 10.3% and a rate-making equity ratio of 50.48% . The request includes costs to install environmental upgrades at the La Cygne Station, upgrades at Wolf Creek and other infrastructure and system improvements made to be able to provide reliable electric service. Testimony from KCC staff and other parties regarding the case is expected May 11, 2015, with an evidentiary hearing to occur in June 2015. New rates will be effective on October 1, 2015.

KCP&L Missouri Rate Case Proceedings
In October 2014, KCP&L filed an application with the Public Service Commission of the State of Missouri (MPSC) to request an increase to its retail revenues of $120.9 million , with a return on equity of 10.3% and a rate-making equity ratio of 50.36% . The request includes recovery of increased transmission and property tax expenses, costs to install environmental upgrades at the La Cygne Station, upgrades at Wolf Creek and other infrastructure and system improvements made to be able to provide reliable electric service. KCP&L also requested authorization to implement a Fuel Adjustment Clause (FAC).
Testimony from MPSC staff and other parties regarding the case was filed in April 2015. The MPSC staff's testimony recommended a return on equity range from 9.0% to 9.5% and a revenue increase range of approximately $82.4 million to $91.3 million , subject to change following the end of the true-up period of May 31, 2015. The outcome of the KCP&L Missouri rate case will likely be different from either of the positions of KCP&L or MPSC staff, though the decision of the MPSC cannot be predicted. An evidentiary hearing is scheduled to occur in June 2015. New rates will be effective on or around September 30, 2015.
6. PENSION PLANS AND OTHER EMPLOYEE BENEFITS
Great Plains Energy maintains defined benefit pension plans for substantially all active and inactive employees, including officers, of KCP&L and GMO, and its 47% ownership share of Wolf Creek Nuclear Operating Corporation (WCNOC) defined benefit plans. For the majority of employees, pension benefits under these plans reflect the employees' compensation, years of service and age at retirement; however, for union employees hired after October 1, 2013, the benefits are derived from a cash balance account formula.  Effective in 2014, the KCP&L non-union plan was closed to future employees. Great Plains Energy also provides certain post-retirement health care and life insurance benefits for substantially all retired employees of KCP&L, GMO and its 47% ownership share of WCNOC.
KCP&L and GMO record pension and post-retirement expense in accordance with rate orders from the MPSC and KCC 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.

23

Table of Contents

The following table provides Great Plains Energy's components of net periodic benefit costs prior to the effects of capitalization and sharing with joint owners of power plants.
 
 
Pension Benefits
 
Other Benefits
Three Months Ended March 31
 
2015
 
2014
 
2015
 
2014
Components of net periodic benefit costs
 
(millions)
Service cost
 
$
11.3

 
$
9.1

 
$
0.8

 
$
0.9

Interest cost
 
12.6

 
12.7

 
1.7

 
2.0

Expected return on plan assets
 
(12.9
)
 
(12.7
)
 
(0.7
)
 
(0.7
)
Prior service cost
 
0.2

 
0.2

 
0.8

 
0.8

Recognized net actuarial loss
 
12.8

 
12.4

 

 

Net periodic benefit costs before regulatory adjustment
 
24.0

 
21.7

 
2.6

 
3.0

Regulatory adjustment
 
(3.2
)
 
(0.4
)
 
1.4

 
1.1

Net periodic benefit costs
 
$
20.8

 
$
21.3

 
$
4.0

 
$
4.1

For the three months ended March 31, 2015 , Great Plains Energy contributed $9.7 million to the pension plans and expects to contribute an additional $69.2 million in 2015 to satisfy the minimum Employee Retirement Income Security Act of 1974, as amended (ERISA) funding requirements and the MPSC and KCC rate orders, the majority of which is expected to be paid by KCP&L. Also in 2015 , Great Plains Energy expects to make contributions of $10.2 million to the post-retirement benefit plans, the majority of which is expected to be paid by KCP&L.
7. 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, limited stock appreciation rights, director shares, director deferred share units and performance shares 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 March 31
2015
 
2014
Great Plains Energy
(millions)
Equity compensation expense
$
(0.2
)
 
$
4.4

Income tax benefit

 
1.7

KCP&L
 
 
 
Equity compensation expense
$
(0.1
)
 
$
3.1

Income tax benefit

 
1.1


24

Table of Contents

Performance Shares
Performance share activity for the three months ended March 31, 2015 , is summarized in the following table. Performance adjustment represents the number of shares of common stock issued related to performance shares and can vary from the number of performance shares initially granted depending on Great Plains Energy's performance over a stated period of time.
 
Performance
Shares
 
Grant Date
Fair Value*
Beginning balance January 1, 2015
 
534,016

 
 
 
$
25.11

 
Granted
 
228,049

 
 
 
24.06

 
Earned
 
(25,844
)
 
 
 
19.48

 
Performance adjustment
 
(77,515
)
 
 
 
19.48

 
Ending balance March 31, 2015
 
658,706

 
 
 
25.63

 
* weighted-average
At March 31, 2015 , the remaining weighted-average contractual term was 1.8 years.  The weighted-average grant-date fair value of shares granted was $24.06 and $29.96 for the three months ended March 31, 2015 , and 2014 , respectively. At March 31, 2015 , there was $11.2 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 $0.5 million and $2.8 million for the three months ended March 31, 2015 , and 2014 , 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 2015 , inputs for expected volatility, dividend yield and risk-free rates were 16% , 3.72% and 1.02% , respectively.
Restricted Stock
Restricted stock activity for the three months ended March 31, 2015 , is summarized in the following table.
 
Nonvested
Restricted Stock
 
Grant Date
Fair Value*
Beginning balance January 1, 2015
 
267,390

 
 
 
$
22.31

 
Granted and issued
 
77,937

 
 
 
26.18

 
Vested
 
(98,341
)
 
 
 
19.77

 
Ending balance March 31, 2015
 
246,986

 
 
 
24.54

 
* weighted-average
At March 31, 2015 , the remaining weighted-average contractual term was 1.9 years.  The weighted-average grant-date fair value of shares granted was $26.18 and $25.73 for the three months ended March 31, 2015 , and 2014 , respectively.  At March 31, 2015 , there was $3.7 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. The total fair value of shares vested was $1.9 million and $1.2 million for the three months ended March 31, 2015 , and 2014 , respectively.

25

Table of Contents

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 revolving credit facility with a group of banks expires 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.   A default by Great Plains Energy or any of its significant subsidiaries on other indebtedness totaling more than $50.0 million is a default under the facility.  Under the terms of this facility, Great Plains Energy 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 March 31, 2015 , Great Plains Energy was in compliance with this covenant.  At March 31, 2015 , Great Plains Energy had $10.0 million of outstanding cash borrowings at a weighted-average interest rate of 1.69% and had issued no letters of credit under the credit facility.  At December 31, 2014 , Great Plains Energy had $4.0 million of outstanding cash borrowings at a weighted-average interest rate of 1.69% and had issued no letters of credit under the credit facility.
KCP&L's $600 Million Revolving Credit Facility and Commercial Paper
KCP&L's $600 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 KCP&L may transfer up to $200 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 default under the facility.  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 March 31, 2015 , KCP&L was in compliance with this covenant.  At March 31, 2015 , KCP&L had $424.0 million of commercial paper outstanding at a weighted-average interest rate of 0.58% , had issued letters of credit totaling $2.7 million and had no outstanding cash borrowings under the credit facility.  At December 31, 2014 , KCP&L had $358.3 million of commercial paper outstanding at a weighted-average interest rate of 0.48% , had issued letters of credit totaling $2.7 million and had no outstanding cash borrowings under the credit facility.
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 $200 million of unused commitments between Great Plains Energy's and GMO's facilities.   A default by GMO or any of its significant subsidiaries on other indebtedness totaling more than $50.0 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 defined in the facility, not greater than 0.65 to 1.00 at all times.   At March 31, 2015 , GMO was in compliance with this covenant.  At March 31, 2015 , GMO had $112.0 million of commercial paper outstanding at a weighted-average interest rate of 0.55% , had issued letters of credit totaling $3.0 million and had no outstanding cash borrowings under the credit facility.  At December 31, 2014 , GMO had no commercial paper outstanding, had issued letters of credit totaling $3.2 million and had no outstanding cash borrowings under the credit facility.

26

Table of Contents

9. LONG-TERM DEBT
Great Plains Energy's and KCP&L's long-term debt is detailed in the following table.
 
 
 
March 31
 
December 31
 
Year Due
 
2015
 
2014
KCP&L
 
 
 
(millions)
 
General Mortgage Bonds
 
 
 
 
 
 
 
 
 
2.83% EIRR bonds (a)
2017-2035
 
 
$
132.4

 
 
 
$
146.4

 
7.15% Series 2009A (8.59% rate) (b)
2019
 
 
400.0

 
 
 
400.0

 
4.65% EIRR Series 2005
2035
 
 
50.0

 
 
 
50.0

 
Senior Notes
 
 
 
 

 
 
 
 

 
5.85% Series (5.72% rate) (b)
2017
 
 
250.0

 
 
 
250.0

 
6.375% Series (7.49% rate) (b)
2018
 
 
350.0

 
 
 
350.0

 
3.15% Series
2023
 
 
300.0

 
 
 
300.0

 
6.05% Series (5.78% rate) (b)
2035
 
 
250.0

 
 
 
250.0

 
5.30% Series
2041
 
 
400.0

 
 
 
400.0

 
EIRR Bonds
 
 
 
 
 
 
 
 
 
0.03% Series 2007A and 2007B (c)
2035
 
 
146.5

 
 
 
146.5

 
2.875% Series 2008
2038
 
 
23.4

 
 
 
23.4

 
Current maturities
 
 
 

 
 
 
(14.0
)
 
Unamortized discount
 
 
 
(3.8
)
 
 
 
(3.8
)
 
Total KCP&L excluding current maturities
 
 
 
2,298.5

 
 
 
2,298.5

 
Other Great Plains Energy
 
 
 
 

 
 
 
 

 
GMO First Mortgage Bonds 9.44% Series
2016-2021
 
 
6.8

 
 
 
7.9

 
GMO Senior Notes
 
 
 
 
 
 
 
 
 
8.27% Series
2021
 
 
80.9

 
 
 
80.9

 
3.49% Series A
2025
 
 
125.0

 
 
 
125.0

 
4.06% Series B
2033
 
 
75.0

 
 
 
75.0

 
4.74% Series C
2043
 
 
150.0

 
 
 
150.0

 
GMO Medium Term Notes
 
 
 
 

 
 
 
 

 
7.33% Series
2023
 
 
3.0

 
 
 
3.0

 
7.17% Series
2023
 
 
7.0

 
 
 
7.0

 
Great Plains Energy Senior Notes
 
 
 
 
 
 
 
 
 
6.875% Series (7.33% rate) (b)
2017
 
 
100.0

 
 
 
100.0

 
4.85% Series
2021
 
 
350.0

 
 
 
350.0

 
5.292% Series
2022
 
 
287.5

 
 
 
287.5

 
Current maturities
 
 
 
(1.1
)
 
 
 
(1.1
)
 
Unamortized discount and premium, net
 
 
 
4.2

 
 
 
4.3

 
Total Great Plains Energy excluding current maturities
 
 
 
$
3,486.8

 
 
 
$
3,488.0

 
(a)  
Weighted-average interest rates at March 31, 2015
(b)  
Rate after amortizing gains/losses recognized in OCI on settlements of interest rate hedging instruments
(c)  
Variable rate
KCP&L General Mortgage Bonds
In March 2015, KCP&L repaid its $14.0 million secured Series 2005 Environmental Improvement Revenue Refunding (EIRR) bonds at maturity.

27

Table of Contents

10 . COMMITMENTS AND CONTINGENCIES
Environmental Matters
Great Plains Energy and KCP&L are subject to extensive federal, state and local environmental laws, regulations and permit requirements 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 five 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.
 
2015
2016
2017
2018
2019
 
(millions)
Great Plains Energy
$
117.4

$
41.8

$
129.3

$
102.1

$
113.5

KCP&L
105.8

34.1

112.4

87.6

89.5


The Companies expect to seek recovery of the costs associated with environmental requirements through rate increases; however, there can be no assurance that such rate increases would be granted. The Companies may be subject to materially adverse rate treatment in response to competitive, economic, political, legislative or regulatory factors and/or public perception of 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.
Clean Air Act and Climate Change Overview
The 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.
Best Available Retrofit Technology (BART) Rule
The EPA BART rule directs state air quality agencies to identify whether visibility-reducing emissions from sources subject to BART are below limits set by the state or whether retrofit measures are needed to reduce emissions.  BART applies to specific eligible facilities including KCP&L's La Cygne Nos. 1 and 2 in Kansas; KCP&L's Iatan No. 1, in which GMO has an 18% interest, and KCP&L's Montrose No. 3 in Missouri; GMO's Sibley Unit No. 3 and Lake Road Unit No. 6 in Missouri; and Westar Energy, Inc.'s (Westar) Jeffrey Unit Nos. 1 and 2 in Kansas, in which GMO has an 8% interest.  Both Missouri and Kansas have approved BART plans.
KCP&L has a consent agreement with the Kansas Department of Health and Environment (KDHE) incorporating limits for stack particulate matter emissions, as well as limits for NO x and SO 2 emissions, at its La Cygne Station that will be below the presumptive limits under BART.  KCP&L further agreed to use its best efforts to install emission control technologies to reduce those emissions from the La Cygne Station prior to the required compliance date under BART, but in no event later than June 1, 2015.  In August 2011, KCC issued its order on KCP&L's predetermination request that would apply to the recovery of costs for its 50% share of the environmental equipment required to comply with BART at the La Cygne Station.  In the

28

Table of Contents

order, KCC stated that KCP&L's decision to retrofit La Cygne was reasonable, reliable, efficient and prudent and the $1.23 billion cost estimate is reasonable.  If the cost for the project is at or below the $1.23 billion estimate, absent a showing of fraud or other intentional imprudence, KCC stated that it will not re-evaluate the prudency of the cost of the project.  If the cost of the project exceeds the $1.23 billion estimate and KCP&L seeks to recover amounts exceeding the estimate, KCP&L will bear the burden of proving that any additional costs were prudently incurred.  KCP&L's 50% share of the estimated cost is $615 million . In September 2011, KCP&L commenced construction of the La Cygne Station project and at March 31, 2015 , had incurred approximately $516 million of cash capital expenditures. The remaining cash capital expenditures are included in the estimated capital expenditures table above.  The environmental equipment was placed in-service at La Cygne No. 2 in March 2015 and at La Cygne No. 1 in April 2015.
Mercury and Air Toxics Standards (MATS) Rule
In December 2011, the EPA finalized the   MATS Rule that will reduce emissions of toxic air pollutants, also known as hazardous air pollutants, from new and existing coal- and oil-fired electric utility generating units with a capacity of greater than 25 MWs.  The rule establishes numerical emission limits for mercury, particulate matter (a surrogate for non-mercury metals) and hydrochloric acid (a surrogate for acid gases).  The rule establishes work practices, instead of numerical emission limits, for organic air toxics, including dioxin/furan. MATS Rule compliance commenced at KCP&L’s Iatan Station in April 2015 and will commence at KCP&L's La Cygne Station in December 2015. KCP&L’s and GMO’s other affected coal-fired units will be compliant in April 2016. Estimated costs to comply with the MATS Rule are included in the estimated capital expenditures table above.
Industrial Boiler Rule
In December 2012, the EPA issued a final rule that would reduce emissions of hazardous air pollutants from new and existing industrial boilers.  The final rule establishes numeric emission limits for mercury, particulate matter (as a surrogate for non-mercury metals), hydrogen chloride (as a surrogate for acid gases) and carbon monoxide (as a surrogate for non-dioxin organic hazardous air pollutants).  The final rule establishes emission limits for KCP&L's and GMO's existing units that produce steam other than for the generation of electricity.  The final rule does not apply to KCP&L's and GMO's electricity generating boilers, but would apply to most of GMO's Lake Road boilers, which also serve steam customers, and to auxiliary boilers at other generating facilities. The rule became effective in January 2013 and allows three to four years for compliance. Estimated costs to comply with the Industrial Boiler Rule are included in the estimated capital expenditures table above.
SO 2 NAAQS
In June 2010, the EPA strengthened the primary National Ambient Air Quality Standard (NAAQS) for SO 2 by establishing a new 1-hour standard at a level of 0.075 ppm and revoking the two existing primary standards of 0.140 ppm evaluated over 24 hours and 0.030 ppm evaluated over an entire year.  In July 2013, the EPA designated a part of Jackson County, Missouri, which is in the Companies' service territory, as a nonattainment area for the new 1-hour SO 2 standard. The Missouri Department of Natural Resources (MDNR) will now develop and submit their state implementation plan to the EPA to return the area to attainment of the standard, which may include stricter controls on certain industrial facilities. The Companies are unable to determine if there will be any financial and/or operational impacts until the state implementation plan is complete.
Climate Change
The Companies are subject to existing greenhouse gas reporting regulations and certain greenhouse gas permitting requirements.  Management believes it is possible that additional federal or relevant state or local laws or regulations could be enacted to address global climate change.  At the international level, while the United States is not a current party to the international Kyoto Protocol, it has agreed to undertake certain voluntary actions under the non-binding Copenhagen Accord and pursuant to subsequent international discussions relating to climate change, including the establishment of a goal to reduce greenhouse gas emissions.  International agreements legally binding on the United States may be reached in the future.  Such new laws, regulations or treaties could mandate new or increased requirements to control

29

Table of Contents

or reduce the emission of greenhouse gases, such as CO 2 , which are created in the combustion of fossil fuels.  The Companies' current generation capacity is primarily coal-fired and is estimated to produce about one ton of CO 2 per MWh, or approximately 22 million tons and 17 million tons per year for Great Plains Energy and KCP&L, respectively.
Legislation concerning the reduction of emissions of greenhouse gases, including CO 2 , is being considered at the federal and state levels.  The timing and effects of any such legislation cannot be determined at this time.  In the absence of new Congressional mandates, the EPA is proceeding with the regulation of greenhouse gases under the existing Clean Air Act.
In September 2013, the EPA proposed new source performance standards for emissions of CO 2 for new affected fossil-fuel-fired electric utility generating units.  This action pursuant to the Clean Air Act would, for the first time, set national limits on the amount of CO 2 that power plants built in the future can emit.  The proposal, which is anticipated to be finalized in the summer of 2015, would not apply to Great Plains Energy's and KCP&L's existing units including modifications to those units.
In June 2014, the EPA proposed its Clean Power Plan which sets emission guidelines for states to follow in developing plans to address greenhouse gas emissions from existing fossil fuel-fired electric generating units. Specifically, the EPA is proposing state-specific goals based on a rate per ton for CO 2 emissions from the power sector, as well as guidelines for states to follow in developing plans to achieve the state-specific goals. Nationwide, by 2030, the EPA states the rule would achieve CO 2 emission reductions from the power sector of approximately 30% from CO 2 emission levels in 2005.
The EPA has proposed an interim CO 2 goal rate reduction in Kansas and Missouri (average of 2020-2029) of 19% and 17% , respectively, and 2030 targets in Kansas and Missouri of 23% and 21% , respectively. The baseline for these reductions is 2012 CO 2 emissions adjusted by the EPA in the proposed rule. Each state will have the flexibility to design a program to meet its goal in a manner that reflects its particular circumstances and energy and environmental policy objectives. Each state can do so alone or can collaborate with other states on multi-state plans that may provide additional opportunities for cost savings and flexibility. The Clean Power Plan is anticipated to be finalized in the summer of 2015.
Greenhouse gas legislation or regulation has the potential of having significant financial and operational impacts on Great Plains Energy and KCP&L, including the potential costs and impacts of achieving compliance with limits that may be established.  However, the ultimate financial and operational consequences to Great Plains Energy and KCP&L cannot be determined until such legislation is passed and/or regulations are issued.  Management will continue to monitor the progress of relevant legislation and regulations.
The Companies are subject to existing renewable energy standards in Missouri and Kansas. Management believes that national renewable energy standards are also possible.  The timing, provisions and impact of such possible future requirements, including the cost to obtain and install new equipment to achieve compliance, cannot be reasonably estimated at this time.  
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.

30

Table of Contents

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 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 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.  KCP&L cannot predict the outcome of this matter; however, while less significant outcomes are possible, this matter may require KCP&L to reduce its generation at Hawthorn Station, install cooling towers or other technology to cool the water, or both, any of which could have a significant impact on KCP&L's results of operations, financial position and cash flows.  The outcome could also affect the terms of water permit renewals at KCP&L's Iatan Station and at GMO's Sibley and Lake Road Stations.
In April 2013, the EPA proposed to revise the technology-based effluent limitations guidelines and standards regulation to make the existing controls on discharges from steam electric power plants more stringent. The proposal would set 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 2017 and 2022. The EPA is under a consent decree to take final action on the proposed rule by September 2015.
The proposal includes a variety of options to reduce pollutants that are discharged into waterways from coal ash, air pollution control waste and other waste from steam electric power plants. Depending on the option, the proposed rule would establish 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, combustion residual leachate from landfills and surface impoundments, and non-chemical metal cleaning wastes.
The cost of complying with the proposed rules has the potential of having a significant financial and operational impact on Great Plains Energy and KCP&L.  However, the financial and operational consequences to Great Plains Energy and KCP&L cannot be determined until the final regulation is enacted.
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.  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 cost of complying with the CCR rule is currently being evaluated and has the potential of having a significant financial and operational impact on Great Plains Energy and KCP&L.  The rule was promulgated in the Federal Register on April 17, 2015 and is effective six months after promulgation with various obligations effective at specified times within the rule. Great Plains Energy and KCP&L expect to record an increase in asset retirement obligations with a corresponding increase to utility plant in the second quarter of 2015 but the Companies are still evaluating the impact of the rule and have not yet determined the amount of the increase.

31

Table of Contents

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 is named as a potentially responsible party at a disposal site for polychlorinated biphenyl (PCB) contamination, and 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 March 31, 2015 , and December 31, 2014 , 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 which the accrued amount may be paid.
In addition to the $0.3 million accrual above, at March 31, 2015 , and December 31, 2014 , 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 $1.4 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.
11. LEGAL PROCEEDINGS
GMO Western Energy Crisis
In response to complaints of manipulation of the California energy market, The Federal Energy Regulatory Commission (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.  Because MPS Merchant was a net purchaser of power during the refund period, it has received approximately $8 million in refunds through settlements with certain sellers of power.  MPS Merchant estimates that it is entitled to approximately $12 million in additional refunds under the standards FERC has used in this case.  FERC has stated that interest will be applied to the refunds but the amount of interest has not yet been determined.
In December 2001, various parties appealed the July 2001 FERC order to the United States Court of Appeals for the Ninth Circuit (Ninth Circuit) seeking review of a number of issues, including expansion of the refund period to include periods prior to October 2, 2000 (the Summer Period).  MPS Merchant was a net seller of power during the Summer Period.  On August 2, 2006, the Ninth Circuit issued an order finding, among other things, that FERC did not provide a sufficient justification for refusing to exercise its remedial authority under the Federal Power Act to determine whether market participants violated FERC-approved tariffs during the Summer Period.  The court remanded the matter to FERC for further consideration.  If FERC determines that MPS Merchant violated then-existing tariffs or laws during the Summer Period and that such violations affected market clearing prices in California, MPS Merchant could be found to owe refunds. Due to the uncertainties remaining in the case, the potential refund or range of potential refunds owed by MPS Merchant are not reasonably estimable .


32

Table of Contents

12 . 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 $46.0 million and $44.6 million , respectively, for the three months ended March 31, 2015 , and 2014 . Additionally, KCP&L and GMO engage in wholesale electricity transactions with each other.  KCP&L's net wholesale sales to GMO were $0.1 million and $10.4 million for the three months ended March 31, 2015 , and 2014 , respectively.
KCP&L and GMO are also authorized 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 from Great Plains Energy and between KCP&L and GMO. At December 31, 2014 , KCP&L had a money pool payable to GMO of $12.6 million . The following table summarizes KCP&L's related party net receivables.
 
March 31
 
December 31
 
 
2015
 
 
 
2014
 
 
 
(millions)
 
Net receivable from GMO
 
$
30.4

 
 
 
$
38.2

 
Net receivable from Great Plains Energy
 
21.1

 
 
 
18.0

 
13. DERIVATIVE INSTRUMENTS
Great Plains Energy and KCP&L are exposed to a variety of market risks including interest rates and commodity prices.  Management has established risk management policies and strategies to reduce the potentially adverse effects that the volatility of the markets may have on Great Plains Energy's and KCP&L's operating results. Great Plains Energy's and KCP&L's interest rate risk management activities have included using derivative instruments to hedge against future interest rate fluctuations on anticipated debt issuances. Commodity risk management activities, including the use of certain derivative instruments, are subject to the management, direction and control of an internal commodity risk committee.  Management maintains commodity price risk management strategies that use derivative instruments to reduce the effects of fluctuations in wholesale sales, fuel and purchased power expense caused by commodity price volatility.
Counterparties to commodity derivatives expose Great Plains Energy and KCP&L to credit loss in the event of nonperformance.  This credit loss is limited to the cost of replacing these contracts at current market rates. Derivative instruments, excluding those instruments that qualify for the normal purchases and normal sales (NPNS) election, which are accounted for by accrual accounting, are recorded on the balance sheet at fair value as an asset or liability.  Changes in the fair value of derivative instruments are recognized currently in net income unless specific hedge accounting criteria are met, except hedges for KCP&L's Kansas jurisdiction and GMO's utility operations that are recorded to a regulatory asset or liability consistent with KCC and MPSC regulatory orders.
Great Plains Energy and KCP&L have posted collateral, in the ordinary course of business, for the aggregate fair value of all derivative instruments with credit risk-related contingent features that are in a liability position.  At March 31, 2015 , Great Plains Energy and KCP&L have posted collateral in excess of the aggregate fair value of their derivative instruments; therefore, if the credit risk-related contingent features underlying these agreements were triggered, Great Plains Energy and KCP&L would not be required to post additional collateral to their counterparties. For derivative contracts with counterparties under master netting arrangements, Great Plains Energy and KCP&L can net all receivables and payables with each respective counterparty.
Commodity Risk Management
KCP&L's risk management policy uses derivative instruments to mitigate exposure to market price fluctuations for wholesale power. KCP&L has designated these financial contracts as economic hedges (non-hedging derivatives). The fair values of these instruments are recorded as derivative assets or liabilities with an offsetting entry to the consolidated statements of income.

33

Table of Contents

KCP&L and GMO have Transmission Congestion Rights (TCR) that they utilize to hedge against congestion costs and protect load prices in the Southwest Power Pool, Inc. (SPP) Integrated Marketplace, which began operations in March 2014. These financial contracts have been designated as economic hedges (non-hedging derivatives). The fair values of these instruments assigned to KCP&L's Missouri jurisdiction are recorded as derivative assets or liabilities with an offsetting entry recorded to electric revenue. The fair values of these instruments assigned to KCP&L's Kansas jurisdiction and GMO are recorded as derivative assets or liabilities with an offsetting entry recorded to a regulatory asset or liability. For KCP&L's Kansas jurisdiction and GMO, the settlement costs are included in their fuel recovery mechanisms.  A regulatory asset or liability is recorded   to reflect the change in the timing of recognition authorized by KCC and MPSC. Recovery of actual costs will not impact earnings, but will impact cash flows due to the timing of the recovery mechanism.

GMO's risk management policy uses derivative instruments to mitigate price exposure to natural gas price volatility in the market.  At March 31, 2015 , GMO had financial contracts in place to hedge approximately 53% , 27% and 9% of the expected on-peak natural gas generation and natural gas equivalent purchased power price exposure for the remainder of 2015 , 2016 and 2017 , respectively. The fair value of the portfolio will settle against actual purchases of natural gas and purchased power.  GMO has designated its natural gas hedges as economic hedges (non-hedging derivatives). In connection with GMO's 2005 Missouri electric rate case, it was agreed that the settlement costs of these contracts would be recognized in fuel expense. The settlement cost is included in GMO's fuel recovery mechanism.  A regulatory asset or liability is recorded   to reflect the change in the timing of recognition authorized by the MPSC. Recovery of actual costs will not impact earnings, but will impact cash flows due to the timing of the recovery mechanism.
MPS Merchant, which has certain long-term natural gas contracts remaining from its former non-regulated trading operations, manages the daily delivery of its remaining contractual commitments with economic hedges (non-hedging derivatives) to reduce its exposure to changes in market prices.  Within the trading portfolio, MPS Merchant takes certain positions to hedge physical sale or purchase contracts.  MPS Merchant records the fair value of physical trading energy contracts as derivative assets or liabilities with an offsetting entry to the consolidated statements of income.

34

Table of Contents

The gross notional contract amount and recorded fair values of open positions for derivative instruments are summarized in the following table.  The fair values of these derivatives are recorded on the consolidated balance sheets.  The fair values below are gross values before netting agreements and netting of cash collateral.
 
March 31
 
December 31
 
2015
 
2014
 
Notional
Contract
Amount
 
Fair
Value
 
Notional
Contract
Amount
 
Fair
Value
Great Plains Energy
(millions)
Futures contracts
 
 
 
 
 
 
 
Non-hedging derivatives
$
30.9

 
$
(4.1
)
 
$
14.9

 
$
(2.4
)
Forward contracts
 

 
 

 
 

 
 

Non-hedging derivatives
24.7

 
3.9

 
29.7

 
4.1

Transmission congestion rights
 
 
 
 
 
 
 
Non-hedging derivatives
11.4

 
(1.9
)
 
28.3

 
2.6

Option contracts
 

 
 

 
 

 
 

Non-hedging derivatives
2.3

 
0.2

 
1.7

 
0.1

KCP&L
 

 
 

 
 

 
 

Futures contracts
 

 
 

 
 

 
 

Non-hedging derivatives
$
2.3

 
$
0.1

 
$

 
$

Transmission congestion rights
 
 
 
 
 
 
 
Non-hedging derivatives
8.9

 
(0.8
)
 
23.6

 
3.1

Option contracts
 
 
 
 
 
 
 
Non-hedging derivatives
1.6

 
0.1

 

 

The fair values of Great Plains Energy's and KCP&L's open derivative positions and balance sheet classification are summarized in the following tables. The fair values below are gross values before netting agreements and netting of cash collateral.
Great Plains Energy
 
 
 
 
 
 
 
 
 
 
Balance Sheet
 
Asset Derivatives
 
Liability Derivatives
March 31, 2015
Classification
 
Fair Value
 
Fair Value
Derivatives Not Designated as Hedging Instruments
 
 
 
(millions)
 
Commodity contracts
Other
 
 
$
6.0

 
 
 
$
7.9

 
 
 
 
 
 
 
 
 
 
 
December 31, 2014
 
 
 
 

 
 
 
 

 
Derivatives Not Designated as Hedging Instruments
 
 
 
 

 
 
 
 

 
Commodity contracts
Other
 
 
$
8.6

 
 
 
$
4.2

 
KCP&L
 
 
 
 
 
 
 
 
 
 
Balance Sheet
 
Asset Derivatives
 
Liability Derivatives
March 31, 2015
Classification
 
Fair Value
 
Fair Value
Derivatives Not Designated as Hedging Instruments
 
 
 
(millions)
 
Commodity contracts
Other
 
 
$
1.8

 
 
 
$
2.4

 
 
 
 
 
 
 
 
 
 
 
December 31, 2014
 
 
 
 

 
 
 
 

 
Derivatives Not Designated as Hedging Instruments
 
 
 
 

 
 
 
 

 
Commodity contracts
Other
 
 
$
4.0

 
 
 
$
0.9

 

35

Table of Contents

The following tables provide information regarding Great Plains Energy's and KCP&L's offsetting of derivative assets and liabilities.
Great Plains Energy
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross Amounts Not Offset in the Statement of Financial Position
 
 
 
 
Description
Gross Amounts Recognized
 
Gross Amounts Offset in the Statement of Financial Position
 
Net Amounts Presented in the Statement of Financial Position
 
Financial Instruments
 
Cash Collateral
 
Net Amount
March 31, 2015
(millions)
Derivative assets
 
$
6.0

 
 
 
$
(1.8
)
 
 
 
$
4.2

 
 
 
$

 
 
 
$

 
 
 
$
4.2

 
Derivative liabilities
 
7.9

 
 
 
(4.2
)
 
 
 
3.7

 
 
 

 
 
 

 
 
 
3.7

 
December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative assets
 
$
8.6

 
 
 
$
(1.2
)
 
 
 
$
7.4

 
 
 
$

 
 
 
$

 
 
 
$
7.4

 
Derivative liabilities
 
4.2

 
 
 
(3.5
)
 
 
 
0.7

 
 
 

 
 
 

 
 
 
0.7

 
KCP&L
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross Amounts Not Offset in the Statement of Financial Position
 
 
 
 
Description
Gross Amounts Recognized
 
Gross Amounts Offset in the Statement of Financial Position
 
Net Amounts Presented in the Statement of Financial Position
 
Financial Instruments
 
Cash Collateral
 
Net Amount
March 31, 2015
(millions)
Derivative assets
 
$
1.8

 
 
 
$
(1.6
)
 
 
 
$
0.2

 
 
 
$

 
 
 
$

 
 
 
$
0.2

 
Derivative liabilities
 
2.4

 
 
 
(1.6
)
 
 
 
0.8

 
 
 

 
 
 

 
 
 
0.8

 
December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative assets
 
$
4.0

 
 
 
$
(0.9
)
 
 
 
$
3.1

 
 
 
$

 
 
 
$

 
 
 
$
3.1

 
Derivative liabilities
 
0.9

 
 
 
(0.9
)
 
 
 

 
 
 

 
 
 

 
 
 

 
At March 31, 2015 , and December 31, 2014 , Great Plains Energy offset $2.4 million and $2.3 million , respectively, of cash collateral posted with counterparties against net derivative positions.
See Note 15 for information regarding amounts reclassified out of accumulated other comprehensive loss for Great Plains Energy and KCP&L.
Great Plains Energy's accumulated OCI at March 31, 2015 , includes $9.2 million that is expected to be reclassified to expenses over the next twelve months.  KCP&L's accumulated OCI at March 31, 2015 , includes $8.8 million that is expected to be reclassified to expenses over the next twelve months.

36

Table of Contents

The following tables summarize the amounts of gain (loss) recognized for the change in fair value of commodity contract derivatives not designated as hedging instruments for Great Plains Energy and KCP&L.
Great Plains Energy
 
 
 
 
 
 
Derivatives Not Designated as Hedging Instruments
Three Months Ended March 31
 
2015
 
2014
 
Location of Gain (Loss)
 
(millions)

Electric revenues
 
$
(5.2
)
 
$

 
Fuel
 
(0.5
)
 
0.4

 
Purchased power
 
(0.1
)
 
1.3

 
Regulatory asset
 
(6.3
)
 

 
Regulatory liability
 

 
1.1

 
Total
 
$
(12.1
)
 
$
2.8

 
KCP&L
 
 
 
 
 
 
Derivatives Not Designated as Hedging Instruments
Three Months Ended March 31
 
2015
 
2014
 
Location of Gain (Loss)
 
(millions)
 
Electric revenues
 
$
(5.2
)
 
$

 
Fuel
 
0.2

 

 
Purchased power
 

 
0.9

 
Regulatory asset
 
(1.4
)
 
(0.1
)
 
Total
 
$
(6.4
)
 
$
0.8

 

37

Table of Contents

14. FAIR VALUE MEASUREMENTS
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.
Great Plains Energy and KCP&L record long-term debt on the balance sheet at amortized cost. The fair value of long-term debt is measured as a Level 2 liability and is based on quoted market prices, with the incremental borrowing rate for similar debt used to determine fair value if quoted market prices are not available. At March 31, 2015 , the book value and fair value of Great Plains Energy's long-term debt, including current maturities, were $3.5 billion and $3.9 billion , respectively. At December 31, 2014 , the book value and fair value of Great Plains Energy's long-term debt, including current maturities, were $3.5 billion and $3.8 billion , respectively. At March 31, 2015 , and December 31, 2014 , the book value and fair value of KCP&L's long-term debt, including current maturities, were $2.3 billion and $2.6 billion , respectively.

38

Table of Contents

The following tables include Great Plains Energy's and KCP&L's balances of financial assets and liabilities measured at fair value on a recurring basis. The fair values below are gross values before netting arrangements and netting of cash collateral.
 Description
March 31
2015
 
 
Level 1
 
 
Level 2
 
Level 3
KCP&L
 
(millions)
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nuclear decommissioning trust (a)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity securities
 
$
139.7

 
 
 
$
139.7

 
 
 
$

 
 
 
$

 
Debt securities
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
U.S. Treasury
 
25.4

 
 
 
25.4

 
 
 

 
 
 

 
U.S. Agency
 
3.4

 
 
 

 
 
 
3.4

 
 
 

 
State and local obligations
 
4.0

 
 
 

 
 
 
4.0

 
 
 

 
Corporate bonds
 
29.0

 
 
 

 
 
 
29.0

 
 
 

 
Foreign governments
 
0.5

 
 
 

 
 
 
0.5

 
 
 

 
Cash equivalents
 
1.5

 
 
 
1.5

 
 
 

 
 
 

 
Total nuclear decommissioning trust
 
203.5

 
 
 
166.6

 
 
 
36.9

 
 
 

 
Self-insured health plan trust (b)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity securities
 
1.2

 
 
 
1.2

 
 
 

 
 
 

 
Debt securities
 
7.1

 
 
 

 
 
 
7.1

 
 
 

 
Cash and cash equivalents
 
6.5

 
 
 
6.5

 
 
 

 
 
 

 
Total self-insured health plan trust
 
14.8

 
 
 
7.7

 
 
 
7.1

 
 
 

 
Derivative instruments (c)
 
1.8

 
 
 
0.1

 
 
 
0.1

 
 
 
1.6

 
 Total
 
$
220.1

 
 
 
$
174.4

 
 
 
$
44.1

 
 
 
$
1.6

 
Liabilities
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
Derivative instruments (c)
 
2.4

 
 
 

 
 
 

 
 
 
2.4

 
 Total
 
$
2.4

 
 
 
$

 
 
 
$

 
 
 
$
2.4

 
Other Great Plains Energy
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
Assets
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
Derivative instruments (c)
 
$
4.2

 
 
 
$

 
 
 
$
3.3

 
 
 
$
0.9

 
SERP rabbi trusts (d)
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
Equity securities
 
0.1

 
 
 
0.1

 
 
 

 
 
 

 
Fixed income funds
 
17.9

 
 
 

 
 
 
17.9

 
 
 

 
Total SERP rabbi trusts
 
18.0

 
 
 
0.1

 
 
 
17.9

 
 
 

 
 Total
 
22.2

 
 
 
0.1

 
 
 
21.2

 
 
 
0.9

 
Liabilities
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
Derivative instruments (c)
 
5.5

 
 
 
4.2

 
 
 

 
 
 
1.3

 
 Total
 
$
5.5

 
 
 
$
4.2

 
 
 
$

 
 
 
$
1.3

 
Great Plains Energy
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
Assets
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
Nuclear decommissioning trust (a)
 
$
203.5

 
 
 
$
166.6

 
 
 
$
36.9

 
 
 
$

 
Self-insured health plan trust (b)
 
14.8

 
 
 
7.7

 
 
 
7.1

 
 
 

 
Derivative instruments (c)
 
6.0

 
 
 
0.1

 
 
 
3.4

 
 
 
2.5

 
SERP rabbi trusts (d)
 
18.0

 
 
 
0.1

 
 
 
17.9

 
 
 

 
 Total
 
242.3

 
 
 
174.5

 
 
 
65.3

 
 
 
2.5

 
Liabilities
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
Derivative instruments (c)
 
7.9

 
 
 
4.2

 
 
 

 
 
 
3.7

 
 Total
 
$
7.9

 
 
 
$
4.2

 
 
 
$

 
 
 
$
3.7

 

39

Table of Contents

Description
December 31
2014
 
Level 1
 
Level 2
 
Level 3
KCP&L
 
(millions)
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nuclear decommissioning trust (a)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity securities
 
$
137.1

 
 
 
$
137.1

 
 
 
$

 
 
 
$

 
Debt securities
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
U.S. Treasury
 
22.9

 
 
 
22.9

 
 
 

 
 
 

 
U.S. Agency
 
3.5

 
 
 

 
 
 
3.5

 
 
 

 
State and local obligations
 
4.1

 
 
 

 
 
 
4.1

 
 
 

 
Corporate bonds
 
28.1

 
 
 

 
 
 
28.1

 
 
 

 
Foreign governments
 
0.5

 
 
 

 
 
 
0.5

 
 
 

 
Cash equivalents
 
2.3

 
 
 
2.3

 
 
 

 
 
 

 
Other
 
0.5

 
 
 

 
 
 
0.5

 
 
 

 
Total nuclear decommissioning trust
 
199.0

 
 
 
162.3

 
 
 
36.7

 
 
 

 
Self-insured health plan trust (b)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity securities
 
1.3

 
 
 
1.3

 
 
 

 
 
 

 
Debt securities
 
7.6

 
 
 

 
 
 
7.6

 
 
 

 
Cash and cash equivalents
 
6.2

 
 
 
6.2

 
 
 

 
 
 

 
Total self-insured health plan trust
 
15.1

 
 
 
7.5

 
 
 
7.6

 
 
 

 
Derivative instruments (c)
 
4.0

 
 
 

 
 
 

 
 
 
4.0

 
 Total
 
$
218.1

 
 
 
$
169.8

 
 
 
$
44.3

 
 
 
$
4.0

 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative instruments (c)
 
0.9

 
 
 

 
 
 

 
 
 
0.9

 
Total
 
$
0.9

 
 
 
$

 
 
 
$

 
 
 
$
0.9

 
Other Great Plains Energy
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
Assets
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
Derivative instruments (c)
 
$
4.6

 
 
 
$

 
 
 
$
3.4

 
 
 
$
1.2

 
SERP rabbi trusts (d)
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
Equity securities
 
0.1

 
 
 
0.1

 
 
 

 
 
 

 
Fixed income funds
 
17.8

 
 
 

 
 
 
17.8

 
 
 

 
Total SERP rabbi trusts
 
17.9

 
 
 
0.1

 
 
 
17.8

 
 
 

 
 Total
 
22.5

 
 
 
0.1

 
 
 
21.2

 
 
 
1.2

 
Liabilities
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
Derivative instruments (c)
 
3.3

 
 
 
2.4

 
 
 
0.1

 
 
 
0.8

 
 Total
 
$
3.3

 
 
 
$
2.4

 
 
 
$
0.1

 
 
 
$
0.8

 
Great Plains Energy
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
Assets
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
Nuclear decommissioning trust (a)
 
$
199.0

 
 
 
$
162.3

 
 
 
$
36.7

 
 
 
$

 
Self-insured health plan trust (b)
 
15.1

 
 
 
7.5

 
 
 
7.6

 
 
 

 
Derivative instruments (c)
 
8.6

 
 
 

 
 
 
3.4

 
 
 
5.2

 
SERP rabbi trusts (d)
 
17.9

 
 
 
0.1

 
 
 
17.8

 
 
 

 
 Total
 
240.6

 
 
 
169.9

 
 
 
65.5

 
 
 
5.2

 
Liabilities
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
Derivative instruments (c)
 
4.2

 
 
 
2.4

 
 
 
0.1

 
 
 
1.7

 
 Total
 
$
4.2

 
 
 
$
2.4

 
 
 
$
0.1

 
 
 
$
1.7

 
(a)  
Fair value is based on quoted market prices of the investments held by the fund 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 2 are comprised of corporate bonds, U.S. Agency, state and local obligations, and other asset-backed securities.
(c)  
The fair value of derivative instruments is estimated using market quotes, over-the-counter forward price and volatility curves and correlations among fuel prices, net of estimated credit risk. Derivative instruments classified as Level 1 represent exchange traded derivative instruments. Derivative instruments classified as Level 2 represent non-exchange traded derivative instruments traded in

40

Table of Contents

over-the-counter markets. Derivative instruments classified as Level 3 represent non-exchange traded derivatives traded in over-the-counter markets for which observable market data is not available to corroborate the valuation inputs and TCRs valued at the most recent auction price in the SPP Integrated Marketplace.
(d)  
Fair value is based on quoted market prices for equity securities and Net Asset Value (NAV) per share for fixed income funds. The fixed income fund invests primarily in intermediate and long-term debt securities, can be redeemed immediately and is not subject to any restrictions on redemptions.

The following tables reconcile the beginning and ending balances for all Level 3 assets measured at fair value on a recurring basis.
Great Plains Energy
 
 
 
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
 
Derivative Instruments
 
2015
 
2014
 
(millions)
Net asset at January 1
$
3.5

 
$
3.3

Total realized/unrealized gains (losses):
 

 
 

included in electric revenue
(5.2
)
 

included in purchased power expense
(0.1
)
 
1.3

included in non-operating income
2.1

 
7.1

included in regulatory asset
(2.0
)
 

Purchases
0.2

 
6.1

Settlements
0.3

 
(10.9
)
Net asset (liability) at March 31
$
(1.2
)
 
$
6.9

Total unrealized gains (losses) relating to assets (liabilities) still on the consolidated balance sheet at March 31:
 
 
 

included in electric revenue
$
(1.5
)
 
$

included in purchased power expense

 
(0.1
)
included in non-operating income
(0.1
)
 
0.1

included in regulatory asset
(2.0
)
 


KCP&L
 
 
 
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
 
Derivative Instruments
 
2015
 
2014
 
(millions)
Net asset at January 1
$
3.1

 
$
1.1

Total realized/unrealized gains (losses):
 

 
 

included in electric revenue
(5.2
)
 

included in purchased power expense

 
0.9

included in regulatory asset
(1.4
)
 
(0.1
)
Purchases
(0.4
)
 
5.1

Settlements
3.1

 
(3.1
)
Net asset (liability) at March 31
$
(0.8
)
 
$
3.9

Total unrealized losses relating to assets (liabilities) still on the consolidated balance sheet at March 31:
 
 
 

included in electric revenue
$
(1.5
)
 
$

included in purchased power expense

 
(0.1
)
included in regulatory asset
(1.4
)
 
(0.1
)

41

Table of Contents

15 . ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following tables reflect the change in the balances of each component of accumulated other comprehensive loss for Great Plains Energy and KCP&L.
Great Plains Energy
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gains and Losses on Cash Flow Hedges (a)
 
Defined Benefit Pension Items (a)
 
 
Total (a)
 
 
 
(millions)
Three Months Ended March 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance January 1
 
 
$
(15.8
)
 
 
 
$
(2.9
)
 
 
 
$
(18.7
)
 
Amounts reclassified from accumulated other comprehensive loss
 
 
1.4

 
 
 
0.1

 
 
 
1.5

 
Net current period other comprehensive income (loss)
 
 
1.4

 
 
 
0.1

 
 
 
1.5

 
Ending balance March 31
 
 
$
(14.4
)
 
 
 
$
(2.8
)
 
 
 
$
(17.2
)
 
Three Months Ended March 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance January 1
 
 
$
(23.8
)
 
 
 
$
(1.5
)
 
 
 
$
(25.3
)
 
Amounts reclassified from accumulated other comprehensive loss
 
 
2.8

 
 
 
0.2

 
 
 
3.0

 
Net current period other comprehensive income
 
 
2.8

 
 
 
0.2

 
 
 
3.0

 
Ending balance March 31
 
 
$
(21.0
)
 
 
 
$
(1.3
)
 
 
 
$
(22.3
)
 
(a) Net of tax
KCP&L
 
 
 
 
 
 
Gains and Losses on Cash Flow Hedges (a)
 
 
(millions)
Three Months Ended March 31, 2015
 
 
 
 
Beginning balance January 1
 
 
$
(14.9
)
 
Amounts reclassified from accumulated other comprehensive loss
 
 
1.4

 
Net current period other comprehensive income
 
 
1.4

 
Ending balance March 31
 
 
$
(13.5
)
 
Three Months Ended March 31, 2014
 
 
 
 
Beginning balance January 1
 
 
$
(20.2
)
 
Amounts reclassified from accumulated other comprehensive loss
 
 
1.3

 
Net current period other comprehensive income
 
 
1.3

 
Ending balance March 31
 
 
$
(18.9
)
 
(a) Net of tax

42

Table of Contents

The following tables reflect the effect on certain line items of net income from amounts reclassified out of each component of accumulated other comprehensive loss for Great Plains Energy and KCP&L.
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 March 31
 
2015
 
2014
 
 
 
 
(millions)
 
 
Gains and (losses) on cash flow hedges (effective portion)
 
 
 
 
 
 
Interest rate contracts
 
$
(2.3
)
 
$
(4.7
)
 
Interest charges
 
 
(2.3
)
 
(4.7
)
 
Income before income tax expense and income from equity investments
 
 
0.9

 
1.9

 
Income tax benefit
 
 
$
(1.4
)
 
$
(2.8
)
 
Net income
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
 
 
 
 
 
 
 
Total reclassifications, net of tax
 
$
(1.5
)
 
$
(3.0
)
 
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
Three Months Ended March 31
 
2015
 
2014
 
 
 
 
(millions)
 
 
Gains and (losses) on cash flow hedges (effective portion)
 
 
 
 
 
 
Interest rate contracts
 
$
(2.3
)
 
$
(2.2
)
 
Interest charges
 
 
(2.3
)
 
(2.2
)
 
Income before income tax expense
 
 
0.9

 
0.9

 
Income tax benefit
Total reclassifications, net of tax
 
$
(1.4
)
 
$
(1.3
)
 
Net income


43

Table of Contents

16. TAXES
Components of income tax expense are detailed in the following tables.

Great Plains Energy
 
 
 
Three Months Ended March 31
2015
 
2014
Current income taxes
(millions)
Federal
$
0.5

 
$
0.3

State
(0.1
)
 
0.1

Total
0.4

 
0.4

Deferred income taxes
 

 
 

Federal
5.1

 
6.6

State
1.4

 
1.7

Total
6.5

 
8.3

Noncurrent income taxes
 

 
 

Foreign

 
(0.2
)
Investment tax credit amortization
(0.4
)
 
(0.4
)
Income tax expense
$
6.5

 
$
8.1

KCP&L
 
 
 
Three Months Ended March 31
2015
 
2014
Current income taxes
(millions)
Federal
$
(5.7
)
 
$
2.7

State
(1.1
)
 
0.5

Total
(6.8
)
 
3.2

Deferred income taxes
 

 
 

Federal
8.3

 
0.4

State
2.0

 
0.6

Total
10.3

 
1.0

Investment tax credit amortization
(0.2
)
 
(0.2
)
Income tax expense
$
3.3

 
$
4.0

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.
Great Plains Energy
 
 
 
Three Months Ended March 31
2015
 
2014
Federal statutory income tax rate
35.0
 %
 
35.0
 %
Differences between book and tax depreciation not normalized
(0.7
)
 
(1.8
)
Amortization of investment tax credits
(1.4
)
 
(1.2
)
Federal income tax credits
(10.0
)
 
(9.1
)
State income taxes
3.3

 
3.8

Changes in uncertain tax positions, net

 
(0.6
)
Other
(0.7
)
 
(0.7
)
Effective income tax rate
25.5
 %
 
25.4
 %

44

Table of Contents

KCP&L
 
 
 
Three Months Ended March 31
2015
 
2014
Federal statutory income tax rate
35.0
 %
 
35.0
 %
Differences between book and tax depreciation not normalized
(0.5
)
 
(3.7
)
Amortization of investment tax credits
(1.6
)
 
(1.2
)
Federal income tax credits
(15.2
)
 
(13.8
)
State income taxes
3.7

 
3.4

Other
(1.7
)
 
(1.1
)
Effective income tax rate
19.7
 %
 
18.6
 %
17 . SEGMENTS AND RELATED INFORMATION
Great Plains 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 of KCP&L, GMO's regulated utility operations and GMO Receivables Company.  Other includes GMO activity other than its regulated utility operations, GPETHC and unallocated corporate charges.  The summary of significant accounting policies applies to the reportable segment.  Segment performance is evaluated based on net income.
The following tables reflect summarized financial information concerning Great Plains Energy's reportable segment.
Three Months Ended March 31, 2015
Electric
Utility
 
Other
 
Eliminations
 
Great Plains
Energy
 
 
(millions)
Operating revenues
 
$
549.1

 
 
 
$

 
 
 
$

 
 
 
$
549.1

 
Depreciation and amortization
 
(79.8
)
 
 
 

 
 
 

 
 
 
(79.8
)
 
Interest (charges) income
 
(45.3
)
 
 
 
(10.0
)
 
 
 
8.0

 
 
 
(47.3
)
 
Income tax (expense) benefit
 
(7.9
)
 
 
 
1.4

 
 
 

 
 
 
(6.5
)
 
Net income (loss)
 
20.9

 
 
 
(2.0
)
 
 
 

 
 
 
18.9

 
Three Months Ended March 31, 2014
Electric
Utility
 
Other
 
Eliminations
 
Great Plains
Energy
 
 
(millions)
Operating revenues
 
$
585.1

 
 
 
$

 
 
 
$

 
 
 
$
585.1

 
Depreciation and amortization
 
(74.5
)
 
 
 

 
 
 

 
 
 
(74.5
)
 
Interest (charges) income
 
(47.0
)
 
 
 
(12.6
)
 
 
 
10.2

 
 
 
(49.4
)
 
Income tax (expense) benefit
 
(9.8
)
 
 
 
1.7

 
 
 

 
 
 
(8.1
)
 
Net income (loss)
 
26.1

 
 
 
(2.3
)
 
 
 

 
 
 
23.8

 
 
Electric
Utility
 
Other
 
Eliminations
 
Great Plains
Energy
March 31, 2015
 
(millions)
 
Assets
 
$
10,899.6

 
 
 
$
101.9

 
 
 
$
(407.1
)
 
 
 
$
10,594.4

 
Capital expenditures (a)
 
217.9

 
 
 

 
 
 

 
 
 
217.9

 
December 31, 2014
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
Assets
 
$
10,746.1

 
 
 
$
33.1

 
 
 
$
(303.5
)
 
 
 
$
10,475.7

 
Capital expenditures (a)
 
773.7

 
 
 

 
 
 

 
 
 
773.7

 
(a) Capital expenditures reflect year to date amounts for the periods presented.


45

Table of Contents

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GREAT PLAINS ENERGY INCORPORATED
EXECUTIVE SUMMARY
Description of Business
Great Plains Energy is a public utility holding company and does not own or operate any significant assets other than the stock of its subsidiaries.
Great Plains Energy's sole reportable business segment is electric utility. Electric utility consists of KCP&L, a regulated utility, GMO's regulated utility operations, which include its Missouri Public Service and St. Joseph Light & Power divisions, and GMO Receivables Company.  Electric utility has approximately 6,600 MWs of generating capacity and engages in the generation, transmission, distribution and sale of electricity to approximately 842,700 customers in the states of Missouri and Kansas.  Electric utility's retail electricity rates are comparable to the national average of investor-owned utilities.
Great Plains Energy's corporate and other activities not included in the sole reportable business segment includes GMO activity other than its regulated utility operations, GPETHC and unallocated corporate charges.
Earnings Overview
Great Plains Energy's earnings available for common shareholders for the three months ended March 31, 2015 , decreased to $18.5 million or $0.12 per share from $23.4 million or $0.15 per share for the same period in 2014 driven by:
an $11.7 million decrease in gross margin driven by weather, partially offset by recovery of program costs for energy efficiency programs under the Missouri Energy Efficiency Investment Act (MEEIA), which have a direct offset in utility operating and maintenance expense;
a $9.2 million decrease in utility operating and maintenance expenses primarily driven by decreased Wolf Creek operating and maintenance expenses primarily due to decreased refueling outage amortization and a planned mid-cycle maintenance outage that began in the first quarter of 2014; and decreased distribution operating and maintenance expenses; partially offset by increased program costs for energy efficiency programs under MEEIA, which have a direct offset in revenue;
a $5.3 million increase in depreciation and amortization expense driven by capital additions; and
a $1.6 million decrease in income tax expense primarily due to decreased pre-tax income.
Gross margin is a financial measure that is not calculated in accordance with GAAP. See the explanation of gross margin and the reconciliation to GAAP operating revenues under Great Plains Energy's Results of Operations for further information.
For additional information regarding the change in earnings, 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 (MD&A).
Regulatory Proceedings
See Note 5 to the consolidated financial statements for information regarding regulatory proceedings.
Impact of Recently Issued Accounting Standards
See Note 1 to the consolidated financial statements for information regarding the impact of recently issued accounting standards.

46

Table of Contents

Wolf Creek Mid-Cycle Maintenance Outage and Refueling Outage
Wolf Creek's latest refueling outage began on February 28, 2015, and ended on May 3, 2015. Wolf Creek had a mid-cycle maintenance outage that began on March 8, 2014, and ended on May 13, 2014. Wolf Creek's next refueling outage is planned to begin in the third quarter of 2016.
ENVIRONMENTAL MATTERS
See Note 10 to the consolidated financial statements for information regarding environmental matters.
RELATED PARTY TRANSACTIONS
See Note 12 to the consolidated financial statements for information regarding related party transactions.
GREAT PLAINS ENERGY RESULTS OF OPERATIONS  
The following table summarizes Great Plains Energy's comparative results of operations.
Three Months Ended March 31
2015
 
2014
 
(millions)
Operating revenues
$
549.1

 
$
585.1

Fuel
(107.6
)
 
(135.2
)
Purchased power
(45.4
)
 
(45.4
)
Transmission
(20.9
)
 
(17.6
)
Gross margin (a)
375.2

 
386.9

Other operating expenses
(225.3
)
 
(234.5
)
Depreciation and amortization
(79.8
)
 
(74.5
)
Operating income
70.1

 
77.9

Non-operating income and expenses
2.3

 
3.3

Interest charges
(47.3
)
 
(49.4
)
Income tax expense
(6.5
)
 
(8.1
)
Income from equity investments
0.3

 
0.1

Net income
18.9

 
23.8

Preferred dividends
(0.4
)
 
(0.4
)
Earnings available for common shareholders
$
18.5

 
$
23.4

(a)  
Gross margin is a non-GAAP financial measure. See explanation of gross margin below.
Great Plains Energy's earnings available for common shareholders for the three months ended March 31, 2015 , decreased to $18.5 million or $0.12 per share from $23.4 million or $0.15 per share for the same period in 2014 .
Electric utility's net income decreased $5.2 million for the three months ended March 31, 2015 , compared to the same period in 2014 due to:
an $11.7 million decrease in gross margin driven by:
an estimated $13 million decrease due to weather driven by a 13% decrease in heating degree days; and
a $4.0 million increase for recovery of program costs for energy efficiency programs under MEEIA, which have a direct offset in utility operating and maintenance expense, primarily due to the implementation of KCP&L's MEEIA programs in August 2014;
a $9.3 million decrease in other operating expenses primarily due to:
an $8.4 million decrease in Wolf Creek operating and maintenance expenses primarily due to decreased refueling outage amortization of $2.5 million and $4.4 million from a planned mid-cycle maintenance outage that began in the first quarter of 2014;

47

Table of Contents

a $2.2 million decrease in distribution operating and maintenance expenses; and
a $4.0 million increase in program costs for energy efficiency programs under MEEIA, which have a direct offset in revenue, primarily due to the implementation of KCP&L's MEEIA programs in August 2014;
a $5.3 million increase in depreciation and amortization expense due to capital additions; and
a $1.9 million decrease in income tax expense primarily due to decreased pre-tax income.
Great Plains Energy's corporate and other activities loss decreased $0.3 million for the three months ended March 31, 2015 , compared to the same period in 2014 .
Gross Margin
Gross margin is a financial measure that is not calculated in accordance with GAAP.  Gross margin, as used by Great Plains Energy and KCP&L, is defined as operating revenues less fuel, purchased power and transmission. Expenses for fuel, purchased power and transmission, offset by wholesale sales margin, are subject to recovery through cost adjustment mechanisms, except for KCP&L's Missouri retail operations.  As a result, operating revenues increase or decrease in relation to a significant portion of these expenses.  Management believes that gross margin provides a more meaningful basis for evaluating electric utility's operations across periods than operating revenues because gross margin excludes the revenue effect of fluctuations in these expenses.  Gross margin is used internally to measure performance against budget and in reports for management and the Board.  The Companies' definition of gross margin may differ from similar terms used by other companies.
ELECTRIC UTILITY RESULTS OF OPERATIONS
The following table summarizes the electric utility segment results of operations.
Three Months Ended March 31
 
2015
 
2014
 
 
 
(millions)
 
Operating revenues
 
$
549.1

 
$
585.1

 
Fuel
 
(107.6
)
 
(135.2
)
 
Purchased power
 
(45.4
)
 
(45.4
)
 
Transmission
 
(20.9
)
 
(17.6
)
 
Gross margin (a)
 
375.2

 
386.9

 
Other operating expenses
 
(224.5
)
 
(233.8
)
 
Depreciation and amortization
 
(79.8
)
 
(74.5
)
 
Operating income
 
70.9

 
78.6

 
Non-operating income and expenses
 
3.2

 
4.3

 
Interest charges
 
(45.3
)
 
(47.0
)
 
Income tax expense
 
(7.9
)
 
(9.8
)
 
Net income
 
$
20.9

 
$
26.1

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

48

Table of Contents

Electric Utility Gross Margin and MWh Sales
The following table summarizes electric utility's gross margin and MWhs sold.
 
 
Revenues and Costs
 
%
 
MWhs Sold
 
%
 
Three Months Ended March 31
2015
 
2014
 
Change (c)
 
2015
 
2014
 
Change
 
Retail revenues
(millions)
 
 
 
(thousands)
 
 
 
Residential
$
223.6

 
$
240.9

 
(7
)
 
2,288

 
2,551

 
(10
)
 
Commercial
219.2

 
217.2

 
1

 
2,661

 
2,657

 

 
Industrial
47.1

 
46.7

 
1

 
751

 
748

 

 
Other retail revenues
5.0

 
5.0

 
1

 
29

 
29

 

 
Kansas property tax surcharge
0.3

 
1.2

 
N/M

 
N/A

 
N/A

 
N/A

 
Energy efficiency (MEEIA) (b)
6.6

 
4.1

 
N/M

 
N/A

 
N/A

 
N/A

 
Fuel recovery mechanisms
3.7

 
13.4

 
N/M

 
N/A

 
N/A

 
N/A

 
Total retail
505.5

 
528.5

 
(4
)
 
5,729

 
5,985

 
(4
)
 
Wholesale revenues
28.6

 
42.4

 
(33
)
 
1,173

 
1,383

 
(15
)
 
Other revenues
15.0

 
14.2

 
6

 
N/A

 
N/A

 
N/A

 
Operating revenues
549.1

 
585.1

 
(6
)
 
6,902

 
7,368

 
(6
)
 
Fuel
(107.6
)
 
(135.2
)
 
(20
)
 
 
 
 
 
 
 
Purchased power
(45.4
)
 
(45.4
)
 

 
 
 
 
 
 
 
Transmission
(20.9
)
 
(17.6
)
 
19

 
 
 
 
 
 
 
Gross margin (a)
$
375.2

 
$
386.9

 
(3
)
 
 
 
 
 
 
 
(a) Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Results of Operations.
 
(b)  Consists of recovery of program costs of $6.7 million and $2.7 million for the three months ended March 31, 2015, and 2014, respectively, that have a direct offset in utility operating and maintenance expenses and recovery (provision for refund) of throughput disincentive of $(0.1) million and $1.4 million for the three months ended March 31, 2015, and 2014, respectively.
 
 
(c)  N/M - not meaningful
Electric utility's gross margin decreased $11.7 million for the three months ended March 31, 2015 , compared to the same period in 2014 driven by:
an estimated $13 million decrease due to weather driven by a 13% decrease in heating degree days; and
a $4.0 million increase for recovery of program costs for energy efficiency programs under MEEIA, which have a direct offset in utility operating and maintenance expense, primarily due to the implementation of KCP&L's MEEIA programs in August 2014.
Electric Utility Other Operating Expenses (including utility operating and maintenance expenses, general taxes and other)
Electric utility's other operating expenses decreased $9.3 million for the three months ended March 31, 2015 , compared to the same period in 2014 primarily due to:
an $8.4 million decrease in Wolf Creek operating and maintenance expenses primarily due to decreased refueling outage amortization of $2.5 million and $4.4 million from a planned mid-cycle maintenance outage that began in the first quarter of 2014;
a $2.2 million decrease in distribution operating and maintenance expenses; and
a $4.0 million increase in program costs for energy efficiency programs under MEEIA, which have a direct offset in revenue, primarily due to the implementation of KCP&L's MEEIA programs in August 2014.
Electric Utility Depreciation and Amortization
Electric utility's depreciation and amortization increased $5.3 million for the three months ended March 31, 2015 , compared to the same period in 2014 due to capital additions.

49

Table of Contents

Electric Utility Income Tax Expense
Electric utility's income tax expense decreased $1.9 million for the three months ended March 31, 2015 , compared to the same period in 2014 primarily due to decreased pre-tax income.
GREAT PLAINS ENERGY SIGNIFICANT BALANCE SHEET CHANGES
( March 31, 2015 compared to December 31, 2014 )
Great Plains Energy's construction work in progress decreased $389.8 million primarily due to a portion of environmental upgrades at KCP&L's La Cygne Station being placed into service in March 2015.
Great Plains Energy's commercial paper increased $177.7 million primarily due to borrowings for capital expenditures and other general corporate purposes.
Great Plains Energy's current maturities of long-term debt decreased $14.0 million due to the repayment of KCP&L's $14.0 million secured Series 2005 EIRR bonds at maturity in March 2015.
Great Plains Energy's accounts payable decreased $107.0 million primarily due to the timing of cash payments.
Great Plains Energy's accrued taxes increased $34.5 million primarily due to the timing of property tax payments.
CAPITAL REQUIREMENTS AND LIQUIDITY  
Great Plains Energy operates through its subsidiaries and has no material assets other than the stock of its subsidiaries.  Great Plains Energy's ability to make payments on its debt securities and its ability to pay dividends are 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 are discussed below.
Great Plains Energy's liquid resources at March 31, 2015 , consisted of $12.2 million of cash and cash equivalents on hand and $ 702.3 million of unused bank lines of credit.  The unused lines consisted of $ 190.0 million from Great Plains Energy's revolving credit facility, $ 173.3 million from KCP&L's credit facilities and $ 339.0 million from GMO's credit facilities.  See Note 8 to the consolidated financial statements for more information regarding the revolving credit facilities. Generally, Great Plains Energy uses these liquid resources to meet its day-to-day cash flow requirements, and from time to time issues equity and/or long-term debt to repay short-term debt or increase cash balances.
Great Plains Energy intends to meet day-to-day cash flow requirements including interest payments, retirement 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, compliance with 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 positive cash flows from operating activities for the periods presented. The $7.9 million decrease in cash flows from operating activities for Great Plains Energy for the three months ended March 31, 2015 , compared to the same period in 2014 was primarily due to a $4.9 million decrease in net income. Other changes in working capital are detailed in Note 2 to the consolidated financial statements.  The individual components of working capital vary with normal business cycles and operations.

50

Table of Contents

Cash Flows from Investing Activities
Great Plains Energy's cash used for investing activities varies with the timing of utility capital expenditures and purchases of investments and nonutility property.  Investing activities are offset by proceeds from the sale of properties and insurance recoveries.
Great Plains Energy's utility capital expenditures increased $32.7 million for the three months ended March 31, 2015 , compared to the same period in 2014 primarily due to an increase in cash utility capital expenditures related to infrastructure and system improvements partially offset by a decrease in expenditures related to environmental upgrades at KCP&L's La Cygne Station.
In January 2014, KCP&L and GMO completed the sale of two SPP-approved regional transmission projects, at cost, to Transource Missouri, LLC for cash proceeds of $37.7 million.
Cash Flows from Financing Activities
Great Plains Energy's cash flows from financing activities increased $74.3 million for the three months ended March 31, 2015 , compared to the same period in 2014 due to an increase in the net change in short-term borrowings driven by borrowings for capital expenditures and other general corporate purposes.
Financing Authorization
Under stipulations with the MPSC and KCC, Great Plains Energy and KCP&L maintain common equity at not less than 30% and 35%, respectively, of total capitalization (including only the amount of short-term debt in excess of the amount of construction work in progress).  KCP&L's long-term financing activities are subject to the authorization of the MPSC.  In July 2014, the MPSC authorized KCP&L to issue up to $350.0 million of long-term debt and enter into interest rate hedging instruments in connection with such debt through June 30, 2016. KCP&L has not utilized any of this authorization.
In November 2014, 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 2016, conditioned on KCP&L's borrowing costs not exceeding the greater of: (i) 2.25% over LIBOR; (ii) 1.75% over the prime rate or federal funds rate; or (iii) 2.25% over the A2/P-2 nonfinancial commercial paper rate most recently published by the Federal Reserve at the time of the borrowing. The authorization is subject to four restrictions: (i) proceeds of debt backed by utility assets must be used for utility purposes; (ii) if any utility assets that secure authorized debt are divested or spun off, the debt must follow the assets and also be divested or spun off; (iii) if any proceeds of the authorized debt are used for non-utility purposes, the debt must follow the non-utility assets (specifically, if the non-utility assets are divested or spun off, then a proportionate share of the debt must follow the divested or spun off non-utility assets); and (iv) if utility assets financed by the authorized short-term debt are divested or spun off to another entity, a proportionate share of the debt must also be divested or spun off. At March 31, 2015 , there was $576.0 million available under this authorization.
In January 2014, 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 2016, conditioned on GMO's borrowing costs not exceeding the greater of 2.25% over LIBOR or 1.75% over the prime rate or federal funds rate, as applicable, and subject to the same four restrictions as the KCP&L FERC short-term authorization discussed in the preceding paragraph.  At March 31, 2015 , there was $638.0 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 March 31, 2015 , GMO had an outstanding payable to Great Plains Energy under the money pool of $2.0 million .
Debt Agreements
See Note 8 to the consolidated financial statements for information regarding revolving credit facilities.

51

Table of Contents

Significant Financing Activities
Great Plains Energy has an effective shelf registration statement for the sale of unspecified amounts of securities with the SEC that was filed and became effective in March 2015 and expires in March 2018.
KCP&L has an effective shelf registration statement providing for the sale of unspecified amounts of investment grade notes and general mortgage bonds with the SEC that was filed and became effective in March 2015 and expires in March 2018.
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.
For the three months ended March 31, 2015 , the Company contributed $9.7 million to the pension plans and expects to contribute an additional $69.2 million in 2015 to satisfy the minimum 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 $10.2 million under the provisions of these plans in 2015 , 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.
KANSAS CITY POWER & LIGHT COMPANY
MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS
The following table summarizes KCP&L's consolidated comparative results of operations.
Three Months Ended March 31
 
2015
 
2014
 
 
(millions)
Operating revenues
 
$
370.4

 
$
391.0

 
Fuel
 
(74.8
)
 
(93.6
)
 
Purchased power
 
(21.9
)
 
(18.9
)
 
Transmission
 
(13.4
)
 
(10.6
)
 
Gross margin (a)
 
260.3

 
267.9

 
Other operating expenses
 
(158.5
)
 
(168.7
)
 
Depreciation and amortization
 
(56.5
)
 
(51.7
)
 
Operating income
 
45.3

 
47.5

 
Non-operating income and expenses
 
2.7

 
4.4

 
Interest charges
 
(31.5
)
 
(30.7
)
 
Income tax expense
 
(3.3
)
 
(4.0
)
 
Net income
 
$
13.2

 
$
17.2

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

52

Table of Contents

KCP&L Gross Margin and MWh Sales
The following table summarizes KCP&L's gross margin and MWhs sold.
 
Revenues and Costs
 
%
 
MWhs Sold
 
%
Three Months Ended March 31
2015
 
2014
 
Change (c)
 
2015
 
2014
 
Change
Retail revenues
(millions)
 
 
 
(thousands)
 
 
Residential
$
135.9

 
$
145.0

 
(6
)
 
1,333

 
1,459

 
(9
)
Commercial
162.3

 
160.8

 
1

 
1,878

 
1,868

 

Industrial
28.8

 
29.1

 
(1
)
 
426

 
434

 
(2
)
Other retail revenues
3.0

 
3.1

 
(1
)
 
22

 
22

 

Kansas property tax surcharge
0.3

 
1.2

 
N/M

 
N/A

 
N/A

 
N/A

Energy efficiency (MEEIA) (b)
3.7

 

 
N/M

 
N/A

 
N/A

 
N/A

Fuel recovery mechanism
4.5

 
(3.1
)
 
N/M

 
N/A

 
N/A

 
N/A

Total retail
338.5

 
336.1

 
1

 
3,659

 
3,783

 
(3
)
Wholesale revenues
25.5

 
49.8

 
(49
)
 
1,062

 
1,620

 
(34
)
Other revenues
6.4

 
5.1

 
22

 
N/A

 
N/A

 
N/A

Operating revenues
370.4

 
391.0

 
(5
)
 
4,721

 
5,403

 
(13
)
Fuel
(74.8
)
 
(93.6
)
 
(20
)
 
 
 
 
 
 
Purchased power
(21.9
)
 
(18.9
)
 
16

 
 
 
 
 
 
Transmission
(13.4
)
 
(10.6
)
 
26

 
 
 
 
 
 
Gross margin (a)
$
260.3

 
$
267.9

 
(3
)
 


 


 
 
(a)  
Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Results of Operations.
(b)  
Consists of recovery of program costs of $3.3 million for the three months ended March 31, 2015 that have a direct offset in operating and maintenance expenses and recovery of throughput disincentive of $0.4 million for the three months ended March 31, 2015 .
(c)  
N/M - not meaningful
KCP&L's gross margin decreased $7.6 million for the three months ended March 31, 2015 , compared to the same period in 2014 primarily due to:
an estimated $8 million decrease due to weather driven by a 13% decrease in heating degree days; and
a $3.3 million increase for recovery of program costs for energy efficiency programs under MEEIA, which have a direct offset in operating and maintenance expense, due to the implementation of KCP&L's MEEIA programs in August 2014.
KCP&L Other Operating Expenses (including operating and maintenance expenses, general taxes and other)
KCP&L's other operating expenses decreased $10.2 million for the three months ended March 31, 2015 , compared to the same period in 2014 primarily due to:
an $8.4 million decrease in Wolf Creek operating and maintenance expenses primarily due to decreased refueling outage amortization of $2.5 million and $4.4 million from a planned mid-cycle maintenance outage that began in the first quarter of 2014;
a $1.8 million decrease in distribution operating and maintenance expenses; and
a $3.3 million increase in program costs for energy efficiency programs under MEEIA, which have a direct offset in revenue, primarily due to the implementation of KCP&L's MEEIA programs in August 2014.
KCP&L Depreciation and Amortization
KCP&L's depreciation and amortization expense increased $4.8 million for the three months ended March 31, 2015 , compared to the same period in 2014 due to capital additions.

53

Table of Contents

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 normal course of business, Great Plains Energy and KCP&L also face 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 2014 Form 10-K and therefore are not represented here.
Great Plains Energy's and KCP&L'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 connection with Item 7A Quantitative and Qualitative Disclosures About Market Risk included in the 2014 Form 10-K of each of Great Plains Energy and KCP&L, incorporated herein by reference.
MPS Merchant is exposed to credit risk.  Credit risk is measured by the loss that would be recorded if counterparties failed to perform pursuant to the terms of the contractual obligations less the value of any collateral held.  MPS Merchant's counterparties are not externally rated.  Credit exposure to counterparties at March 31, 2015 , was $8.5 million.
ITEM 4. CONTROLS AND PROCEDURES
GREAT PLAINS ENERGY
Disclosure Controls and Procedures
Great Plains Energy carried out an evaluation of its disclosure controls and procedures (as defined in Rules 13a-15(e) or 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 Plains Energy's management, including the chief executive officer and chief financial officer, and Great Plains Energy's disclosure committee.  Based upon this evaluation, the chief executive officer and chief financial officer of Great Plains Energy have concluded as of the end of the period covered by this report that the disclosure controls and procedures of Great Plains Energy were effective at a reasonable assurance level. 
Changes in Internal Control Over Financial Reporting
There has been no change in Great Plains Energy's internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarterly period ended March 31, 2015 , 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) or 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 Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarterly period ended March 31, 2015 , that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

54

Table of Contents

PART II - OTHER INFORMATION
ITEM 1.  LEGAL PROCEEDINGS
Other Proceedings
The 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 5, 10 and 11 to the consolidated financial statements.  Such information is incorporated herein by reference.
ITEM 1A. RISK FACTORS
Actual results in future periods for Great Plains Energy and KCP&L could differ materially from historical results and the forward-looking statements contained in this report.  The Companies' business 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 Companies.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed in Item 1A Risk Factors included in the 2014 Form 10-K for each of Great Plains Energy and KCP&L.  There have been no material changes with regard to those risk 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.  Risk factors of KCP&L are also risk factors of Great Plains Energy.
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.  MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.  OTHER INFORMATION
Investors should note that we announce material financial information in SEC filings, press releases and public conference calls.  Based on guidance from the SEC, we may use the Investor Relations section of our website (www.greatplainsenergy.com) to communicate with investors about Great Plains Energy and KCP&L.  It is possible that the financial and other information we post there could be deemed to be material information.  The information on our website is not part of this document. 
GREAT PLAINS ENERGY INCORPORATED
Great Plains Energy's annual meeting of shareholders was held on May 5, 2015. In accordance with the recommendations of the Board, the shareholders (i) elected ten directors, (ii) approved an advisory resolution approving the 2014 executive compensation of the named executive officers, as disclosed in Great Plains Energy's 2015 proxy statement, (iii) ratified the appointment of Deloitte & Touche LLP as independent registered public accountants for 2015 and (iv) voted against the shareholder proposal requesting adoption of emissions reduction goals and a report on carbon reduction.  The proposals voted upon at the annual meeting, as well as the voting results for each proposal are set forth below. 



55

Table of Contents

Proposal 1: Election of the Company's Ten Nominees as Directors
The ten persons named below were elected, as proposed in the proxy statement, to serve as directors until Great Plains Energy's annual meeting in 2016, and until their successors are elected and qualified.  The voting regarding the election was as follows:
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Terry Bassham
112,946,077
6,457,138
23,061,938
David L. Bodde
117,227,862
2,175,353
23,061,938
Randall C. Ferguson, Jr.
117,414,355
1,988,860
23,061,938
Gary D. Forsee
117,740,567
1,662,648
23,061,938
Scott D. Grimes
117,958,765
1,444,450
23,061,938
Thomas D. Hyde
117,976,728
1,426,487
23,061,938
James A. Mitchell
116,719,683
2,683,532
23,061,938
Ann D. Murtlow
117,783,227
1,619,988
23,061,938
John J. Sherman
118,086,931
1,316,284
23,061,938
Linda H. Talbott
117,111,437
2,291,778
23,061,938
No votes were cast against the nominees due to cumulative voting.
Proposal 2: Advisory Vote on Executive Compensation
Great Plains Energy submitted a resolution for its shareholders to approve, on an advisory basis, the compensation of the named executive officers disclosed in its proxy statement, including the “Compensation Discussion and Analysis” section, the compensation tables and any related materials disclosed in its proxy statement.  The voting regarding this resolution was as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
113,094,087
5,373,575
935,553
23,061,938
Proposal 3: Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accountants
Great Plains Energy submitted a proposal for its shareholders to ratify the Audit Committee's appointment of Deloitte & Touche LLP as its independent public accountants for 2015. The voting regarding this proposal was as follows:
Votes For
Votes Against
Abstentions
140,630,414
1,293,847
540,892
Proposal 4: A shareholder proposal requesting adoption of emissions reduction goals and a report on carbon reduction.
Votes For
Votes Against
Abstentions
Broker Non-Votes
33,159,415
64,867,094
21,376,706
23,061,938
KANSAS CITY POWER & LIGHT COMPANY

Information regarding the election of KCP&L directors is omitted in reliance on Instruction 5 to Item 5.07 of Form 8-K.

56

Table of Contents

ITEM 6. EXHIBITS
Exhibit
Number  
 
Description of Document
 
 
Registrant
 
 
 
 
 
 
 
 
 
 
10.1
+
Form of 2015 three-year Performance Share Agreement.

 
Great Plains Energy KCP&L
 
 
 
 
 
10.2
+
Form of 2015 Restricted Stock Agreement.

 
Great Plains Energy KCP&L
 
 
 
 
 
10.3
+
Great Plains Energy Incorporated Long-Term Incentive Plan Awards Standards and Performance Criteria Effective as of January 1, 2015.

 
Great Plains Energy KCP&L
 
 
 
 
 
10.4
+
Great Plains Energy Incorporated, Kansas City Power & Light Company and KCP&L Greater Missouri Operations Company Annual Incentive Plan amended effective as of January 1, 2015.

 
Great Plains Energy KCP&L
 
 
 
 
 
31.1
 
Rule 13a-14(a)/15d-14(a) Certification of Terry Bassham.

 
Great Plains Energy
 
 
 
 
 
31.2
 
Rule 13a-14(a)/15d-14(a) Certification of James C. Shay.

 
Great Plains Energy
 
 
 
 
 
31.3
 
Rule 13a-14(a)/15d-14(a) Certification of Terry Bassham.

 
KCP&L
 
 
 
 
 
31.4
 
Rule 13a-14(a)/15d-14(a) Certification of James C. Shay.

 
KCP&L
 
 
 
 
 
32.1
*
Section 1350 Certifications.

 
Great Plains Energy
 
 
 
 
 
32.2
*
Section 1350 Certifications.

 
KCP&L
 
 
 
 
 
101.INS

 
XBRL Instance Document.

 
Great Plains Energy KCP&L
 
 
 
 
 
101.SCH

 
XBRL Taxonomy Extension Schema Document.

 
Great Plains Energy KCP&L
 
 
 
 
 
101.CAL

 
XBRL Taxonomy Extension Calculation Linkbase Document.
 
Great Plains Energy KCP&L
 
 
 
 
 
101.DEF

 
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

 
XBRL Taxonomy Extension Presentation Linkbase Document.

 
Great Plains Energy KCP&L
 
 
 
 
 
* 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).  Such document shall not be incorporated by reference into any registration statement or other document pursuant to the Exchange Act or the Securities Act of 1933, as amended, unless otherwise indicated in such registration statement or other document.
 
 
 
 
 
+ Indicates management contract or compensatory plan or arrangement.

57

Table of Contents

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

58

Table of Contents

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Great Plains Energy Incorporated and Kansas City Power & Light Company have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
 
 
GREAT PLAINS ENERGY INCORPORATED
 
 
 
Dated:
May 7, 2015
By:   /s/ Terry Bassham
 
 
(Terry Bassham)
 
 
(Chief Executive Officer)
 
 
 
Dated:
May 7, 2015
By:   /s/ Steven P. Busser
 
 
(Steven P. Busser)
 
 
(Principal Accounting Officer)


 
 
KANSAS CITY POWER & LIGHT COMPANY
 
 
 
Dated:
May 7, 2015
By:   /s/ Terry Bassham
 
 
(Terry Bassham)
 
 
(Chief Executive Officer)
 
 
 
Dated:
May 7, 2015
By:   /s/ Steven P. Busser
 
 
(Steven P. Busser)
 
 
(Principal Accounting Officer)


59

Ex. 10.1
PERFORMANCE SHARE AGREEMENT

THIS PERFORMANCE SHARE AGREEMENT (the “Award Agreement”) is entered into as of March 2, 2015 (the “Grant Date”), by and between Great Plains Energy Incorporated (the “Company”) and _________ (the “Grantee”). All capitalized terms in this Award Agreement that are not defined herein shall have the meanings ascribed to such terms in the Company’s Amended Long-Term Incentive Plan, effective as of January 1, 2014 (the “Plan”).

WHEREAS, the Grantee is employed by the Company or one of its subsidiaries in a key capacity, and the Company desires to (i) encourage the Grantee to acquire a proprietary and vested long-term interest in the growth and performance of the Company, (ii) provide the Grantee with an incentive to enhance the value of the Company for the benefit of its customers and shareholders, and (iii) encourage the Grantee to remain in the employ of the Company as one of the key employees upon whom the Company’s success depends; and

WHEREAS, the Company wishes to grant to Grantee, and Grantee wishes to accept, an Award of Performance Shares as approved on February 10, 2015, pursuant to the terms and conditions of the Plan and this Award Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:

1.
Performance Share Award. The Company hereby grants to the Grantee an Award of ___ Performance Shares for the three-year period ending December 31, 2017 (the “Award Period”). The Performance Shares may be earned based upon the Company’s performance as set forth in Appendix A.

2.
Terms and Conditions. The Award of Performance Shares is subject to the following terms and conditions:

a.
The Performance Shares shall be credited with a hypothetical cash credit equal to the per share dividend paid on the Company’s common stock as of the date of any such dividend paid during the entire Award Period, and not just the period of time after the Grant Date. At the end of the Award Period and provided the Performance Shares have not been forfeited in accordance with the terms of the Plan, the Grantee shall be paid, in a lump sum cash payment, the aggregate amount of such hypothetical dividend equivalents.
    
b.
No Company common stock will be delivered under this or any other outstanding awards of performance shares until either (i) the Grantee (or the Grantee’s successor) has paid to the Company the amount that must be withheld under federal, state and local income and employment tax laws or (ii) the Grantee and the Company have made satisfactory provision for the payment of such taxes. The Company shall first withhold such taxes from the cash portion, if any, of the Award. To the extent the cash portion of the Award is insufficient to cover the full withholding amount, unless otherwise elected by the Grantee or not permitted by the Compensation and Development Committee (which may



disallow share withholding at any time), the remaining tax withholding will be accomplished through the Company’s withholding of a number of shares having a Fair Market Value equal to the Company’s applicable tax withholding obligation.

As an alternative to the Company retaining that number of shares (valued at their Fair Market Value) necessary to satisfy the Company’s applicable tax withholding obligations, the Grantee or the Grantee’s successor may elect to make a cash payment to the Company in an amount equal to the Company’s applicable tax withholding obligation. If the Grantee desires to satisfy his or her remaining tax withholding liability through a cash payment to the Company, the Grantee must make an election on the form provided by the Corporate Secretary of the Company and return it to the designated person set forth on the form no later than the date specified thereon (which shall in no event be more than thirty (30) days from the Grant Date of the Award). Following satisfaction of all tax withholding liabilities, the Company will release or deliver, as applicable, the shares owed to the Grantee.

c.
The Company will, to the full extent permitted by law, have the discretion based on the particular facts and circumstances to require that the Grantee reimburse the Company for all or any portion of any awards if and to the extent the awards reflected the achievement of financial results that were subsequently the subject of a restatement, or the achievement of other objectives that were subsequently found to be inaccurately measured, and a lower award would have occurred based upon the restated financial results or inaccurately measured objectives. The Company may, in its discretion, (i) seek repayment from the Grantee; (ii) reduce the amount that would otherwise be payable to the Grantee under current or future awards; (iii) withhold future equity grants or salary increases; (iv) pursue other available legal remedies; or (v) any combination of these actions. The Company may take such actions against any Grantee, whether or not such Grantee engaged in any misconduct or was otherwise at fault with respect to such restatement or inaccurate measurement. The Company will, however, not seek reimbursement with respect to any awards paid more than three years prior to such restatement or the discovery of inaccurate measurements, as applicable.

d.
Except as otherwise specifically provided herein, the Award of Performance Shares is subject to and governed by the applicable terms and conditions of the Plan, which are incorporated herein by reference.

3.
Amendment . This Agreement may be amended only in the manner provided by the Company evidencing both parties’ agreement to the amendment. This Agreement may also be amended, without prior notice to Grantee and without Grantee’s consent prior to any Change in Control by the Committee if the Committee in good faith determines the amendment does not materially adversely affect any of Grantee’s rights under this Agreement.

4.
Entire Agreement . This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements or understandings between the parties relating thereto.


2


GREAT PLAINS ENERGY INCORPORATED
 
 
 
By: _____________________________________
________________________________________
       Terry Bassham
_______________
 
Grantee
 
 
 
March _____, 2015

3


APPENDIX A

2015 - 2017 Performance Criteria

Objectives
Weighting
(Percent)
Threshold
(50%)
Target
(100%)
Stretch
(150%)
Superior
(200%)
Total Shareholder Return (TSR) versus EEI Index 1
(Interpolation applicable)
100%
30 th  
Percentile
50 th
Percentile
70 th
 Percentile
90 th
 Percentile







______________________________________________________  
1 TSR is compared to an industry peer group of the Edison Electric Institute (EEI) index of electric companies during the three-year measurement period. At the end of the three-year measurement period, the Company will assess its total shareholder return compared to the EEI index. Depending on the Company’s percentile rank, the executive will receive a percentage of the performance share grants.

Cap on Negative TSR: If actual TSR performance is negative, payout would be capped at Target (100%).






Ex. 10.2

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (the “Award Agreement”) is entered into as of March 2, 2015 (the “Grant Date”), by and between Great Plains Energy Incorporated (the “Company”) and ___________ (the “Grantee”). All capitalized terms in this Award Agreement that are not defined herein shall have the meanings ascribed to such terms in the Company’s Amended Long-Term Incentive Plan, effective as of January 1, 2014 (the “Plan”).

WHEREAS, the Grantee is employed by the Company or one of its subsidiaries in a key capacity, and the Company desires to (i) encourage the Grantee to acquire a proprietary and vested long-term interest in the growth and performance of the Company, (ii) provide the Grantee with an incentive to enhance the value of the Company for the benefit of its customers and shareholders, and (iii) encourage the Grantee to remain in the employ of the Company as one of the key employees upon whom the Company’s success depends; and

WHEREAS, the Company wishes to grant to Grantee, and Grantee wishes to accept, an Award of Restricted Stock as approved on February 10, 2015, pursuant to the terms and conditions of the Plan and this Award Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:

1.
Restricted Stock Award. The Company hereby grants to the Grantee an Award of ____ shares of Restricted Stock subject to the restrictions provided herein.

2.
Terms and Conditions. The Award of Restricted Stock is subject to the following terms and conditions:

a.
The Restricted Stock granted hereunder will be held in book entry and may not be sold, transferred, pledged, hypothecated or otherwise transferred other than as provided in the Plan. The restrictions will terminate on March 2, 2018 (the “Restriction Period”). If Grantee’s employment terminates for any reason before the end of the Restriction Period, the Restricted Stock (and any additional shares attributable to reinvested dividends) will be forfeited.

b.
Dividends with respect to the Restricted Stock shall be paid and reinvested during the period under the Company’s Dividend Reinvestment and Direct Stock Purchase Plan. Such reinvested dividends shall be subject to the same restrictions as the Restricted Stock.

c.
No Company common stock will be released from the restrictions under this or any other outstanding awards of restricted stock until either (i) the Grantee (or the Grantee’s successor) has paid to the Company the amount that must be withheld under federal, state and local income and employment tax laws or (ii) the Grantee and the Company have made satisfactory provision for the payment of such taxes. Unless otherwise elected by




the Grantee or not permitted by the Compensation and Development Committee (which may disallow share withholding at any time), all tax withholding will be accomplished through the Company’s withholding of a number of shares having a Fair Market Value equal to the Company’s applicable tax withholding obligation.

As an alternative to the Company retaining that number of shares (valued at their Fair Market Value) necessary to satisfy the Company’s applicable tax withholding obligations, the Grantee or the Grantee’s successor may elect to make a cash payment to the Company in an amount equal to the Company’s applicable tax withholding obligation. If the Grantee desires to satisfy his or her tax withholding liability through a cash payment to the Company, the Grantee must make an election on the form provided by the Corporate Secretary of the Company and return it to the designated person set forth on the form no later than the date specified thereon (which shall in no event be more than thirty (30) days from the Grant Date of the Award). Following satisfaction of all tax withholding liabilities, the Company will release or deliver, as applicable, the shares owed to the Grantee.

d.
The Company will, to the full extent permitted by law, have the discretion based on the particular facts and circumstances to require that the Grantee reimburse the Company for all or any portion of any awards if and to the extent the awards reflected the achievement of financial results that were subsequently the subject of a restatement, or the achievement of other objectives that were subsequently found to be inaccurately measured, and a lower award would have occurred based upon the restated financial results or inaccurately measured objectives. The Company may, in its discretion, (i) seek repayment from the Grantee; (ii) reduce the amount that would otherwise be payable to the Grantee under current or future awards; (iii) withhold future equity grants or salary increases; (iv) pursue other available legal remedies; or (v) any combination of these actions. The Company may take such actions against the Grantee, whether or not the Grantee engaged in any misconduct or was otherwise at fault with respect to such restatement or inaccurate measurement. The Company will, however, not seek reimbursement with respect to any awards paid more than three years prior to such restatement or the discovery of inaccurate measurements, as applicable.

e.
Except as otherwise specifically provided herein, the Award of Restricted Stock is subject to and governed by the applicable terms and conditions of the Plan, which are incorporated herein by reference.

3.
Amendment . This Agreement may be amended only in the manner provided by the Company evidencing both parties’ agreement to the amendment. This Agreement may also be amended, without prior notice to Grantee and without Grantee’s consent prior to any Change in Control by the Committee if the Committee in good faith determines the amendment does not materially adversely affect any of Grantee’s rights under this Agreement.

4.
Entire Agreement . This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements or understandings between the parties relating thereto.



2



GREAT PLAINS ENERGY INCORPORATED
 
 
 
By: ________________________________
By: ________________________________
          Terry Bassham
     _________________
          Grantee   
 
 
 
Dated: ___________________ ____, 2015



3



Ex.10.3


Great Plains Energy Incorporated
Long-Term Incentive Plan

Awards Standards and Performance Criteria
Effective as of January 1, 2015

Objective

The purpose of the Great Plains Energy Incorporated (“Great Plains Energy” or the “Company”) Amended Long‑Term Incentive Plan (the “Plan”) is to encourage officers and other key employees to acquire a proprietary and vested interest in the growth and performance of the Company; to generate an increased incentive to enhance the value of the Company for the benefit of its customers and shareholders; and to aid in the attraction and retention of the qualified individuals upon whom the Company’s success largely depends. The Plan provides equity incentives for the achievement of performance objectives over a multi‑year period.

Eligible employees include officers and other key employees of Great Plains Energy, Kansas City Power & Light Company (“KCP&L”), and KCP&L Greater Missouri Operations Company (“GMO”) (“participants”), as approved by the Compensation and Development Committee (“Committee”) of the Board of Directors of the Company.

Awards

Awards generally are recommended by the Committee and approved by the independent members of the Board of Directors and set as a percentage of the participant’s base salary. Percentages will vary based on level of responsibility, market data, and internal comparisons. Awards generally will be based on a dollar amount which will then be converted to shares of restricted stock, performance shares, or a combination of both, as determined by the independent members of the Board of Directors, using the Fair Market Value as of the grant date.

Performance Criteria

The amount of an individual participant’s performance share award will be determined based on performance against the specific objectives and performance levels approved by the independent members of the Board of Directors. Each participant will receive an award agreement including, among other things, the applicable objectives and performance levels. These objectives and performance levels will also be attached as an appendix to this document.

Payment and Awards

Time-based restricted stock will be payable in shares of Company common stock unless otherwise determined by the Committee. Dividends accrued on the restricted stock will be reinvested during the period under the Company’s Dividend Reinvestment and Direct Stock Purchase Plan and will also be paid in stock at the end of the period. Restricted stock is issued in the name of the participant; consequently, the participant will have the right to vote the restricted stock during the period.

Performance shares will be paid with a combination of cash sufficient, in combination with the cash dividend equivalents, to satisfy withholding taxes, with the remainder of the payment in shares of Company common stock, unless otherwise determined by the Committee. Dividend equivalents over the



performance period will be calculated on the actual number of performance shares earned and paid in cash.

Earned performance share awards will be payable to each participant as soon as practicable after the end of the performance period, subject to Committee certification of performance. To the extent practicable, performance share payments shall occur during an “open window” period.

Additional Terms and Conditions

All awards will be subject to additional requirements and conditions, including, but not limited to, provisions relating to applicable tax withholding, potential recoupment of compensation in the event of financial error, accounting misstatements or accounting restatements, or any other requirements, terms or conditions set forth in the applicable award agreement.

Administration

The Committee has the full power and authority to administer, and interpret the provisions of, the Plan. The Committee has the power and authority to add, delete and modify the provisions of this document at any time. This document does not replace or change the provisions or terms of the Plan; in the event of conflicts between this document and the Plan, the Plan is controlling.

Adopted by the independent members of
the Board of Directors on February 10, 2015


By:    /s/ John J. Sherman
John J. Sherman
Chair, Compensation and Development Committee



















    



2


Appendix

2015-2017 Performance Criteria

Objective
Weighting
(Percent)
Threshold
(50%)
Target
(100%)
Stretch
(150%)
Superior
(200%)
Total Shareholder Return (TSR) versus EEI Index 1
(Interpolation applicable)
100%
30 th  
 Percentile
50 th
 Percentile
70 th
 Percentile
90 th
 Percentile






________________________________
1 TSR is compared to an industry peer group of the Edison Electric Institute (EEI) index of electric companies during the three-year measurement period. At the end of the three-year measurement period, the Company will assess its total shareholder return compared to the EEI index. Depending on the Company’s percentile rank, the executive will receive a percentage of the performance share grants.

Cap on Negative TSR: If actual TSR performance is negative, payout would be capped at Target (100%).






Ex. 10.4

Great Plains Energy Incorporated
Kansas City Power & Light Company
KCP&L Greater Missouri Operations Company

Annual Incentive Plan
Amended effective as of January 1, 2015

Objective

The Great Plains Energy Incorporated (“Great Plains Energy” or the “Company”), Kansas City Power & Light Company (“KCP&L”), and KCP&L Greater Missouri Operations Company (“GMO”) Annual Incentive Plan (the “Plan”) is designed to motivate and reward officers for the achievement of specific key financial and business goals and to also reward individual performance. By providing market-competitive target awards, the Plan supports the attraction and retention of senior executive talent critical to achieving Great Plains Energy’s strategic business objectives.

Eligible participants shall be those officers of Great Plains Energy, KCP&L and/or GMO (“participants”), as approved by the Compensation and Development Committee (“Committee”) of the Board of Directors.

Awards

Awards are recommended by the Committee and approved by the independent members of the Board of Directors, and set as a percentage of the participant’s base salary. Percentages will vary based on level of responsibility, market data and internal comparisons.

Plan Year and Incentive Objectives

The fiscal year (“Plan Year”) of the Plan will be the fiscal year beginning on January 1 and ending on December 31. Within the first 90 days of the Plan Year, the Committee will recommend for approval by the independent members of the Board of Directors specific annual objectives and performance levels that are applicable to each participant. The amount of an individual participant’s award will be determined based on performance against the specific objectives and performance levels approved by the independent members of the Board of Directors. Objectives and performance levels for each Plan Year will be fixed for the Plan Year and will be changed only upon the approval of the independent members of the Board of Directors. Each participant will be provided a copy of the applicable objectives and performance levels within the first 90 days of the year, which will also be attached as an appendix to this document.

Payment of Awards

Earned awards will be payable to each participant after the completion of the Plan Year, following the determination by the Committee of the achievement level for each of the relevant objectives and the date payment will be made. The awards will be paid, in the sole discretion of the Committee, in cash, Company stock (in the form of “Bonus Shares” under the Company’s Long-Term Incentive Plan, as may be amended or restated), or a combination of cash and stock, except to the extent receipt of payment is properly deferred under the Nonqualified Deferred Compensation Plan (the “NQDC Plan”). (Note that any earned award for which a deferral election has been made under the NQDC Plan will result in a cash award being deferred, as Bonus Shares are not eligible to be deferred under such plan.)




An award for a person who becomes a participant during a Plan Year will be prorated unless otherwise determined by the Committee. A participant who retires during a Plan Year will receive a prorated award unless otherwise determined by the Committee. Prorated awards will be payable in the event of death or disability of the participant. Proration shall be calculated using the number of months elapsed in the year prior to the event, based on the following conventions: If the event occurs between the first and fifteenth day of a month, it shall be deemed to have occurred on the first of the month; and if the event occurs subsequent to the fifteenth day of a month, it shall be deemed to have occurred on the first day of the following month. A participant who terminates employment with the Company prior to the date awards are paid shall forfeit all awards unless otherwise determined by the Committee in its sole discretion.

The Company may deduct from the cash portion of the award all applicable withholding and other taxes applicable to the entire award. Such withheld amount must satisfy, but not exceed, the Company’s minimum tax withholding obligations for federal and state income tax purposes. No Company common stock will be paid under an award until the participant (or the participant’s successor) has paid to the Company the amount that must be withheld under federal, state and local income and employment tax laws or the participant and the Company have made satisfactory provision for the payment of such taxes. As an alternative to making a cash payment to satisfy the applicable withholding taxes, the participant or the participant’s successor may elect to have the Company retain that number of shares (valued at their Fair Market Value, as that term is defined in the Company’s Long-Term Incentive Plan, as may be amended or restated) that would satisfy the applicable withholding taxes, subject to the Committee’s continuing authority to require cash payment notwithstanding participant’s election.

To the extent the participant elects to have shares withheld to cover the applicable minimum withholding requirements, and has not already done so, the participant must complete a withholding election on the form provided by the Corporate Secretary of the Company and return it to the designated person set forth on the form no later than the date specified thereon (which shall in no event be more than thirty days from the grant date of the award). The participant may elect on such form to relinquish the minimum number of whole shares of Company common stock having an aggregate fair market value (as determined for tax purposes) on the applicable vesting or payment date that will fully cover the amount required to satisfy the Company’s minimum tax withholding obligations for federal and state income tax purposes arising on the applicable vesting or payment date. To the extent no withholding election is made before the date specified, the participant is required to pay the Company the amount of federal, state and local income and employment tax withholdings by cash or check at the time the participant recognizes income with respect to such shares, or must make other arrangements satisfactory to the Company to satisfy the tax withholding obligations after which the Company will release or deliver, as applicable, to the participant the full number of shares.

The Company will, to the full extent permitted by law, have the discretion based on the particular facts and circumstances, to require that each participant reimburse the Company for all or any portion of any awards if and to the extent the awards reflected the achievement of financial results that were subsequently the subject of a restatement, or the achievement of other objectives that were subsequently found to be inaccurately measured, and a lower award would have occurred based upon the restated financial results or inaccurately measured objectives. The Company may, in its discretion, (i) seek repayment from the participants; (ii) reduce the amount that would otherwise be payable to the participants under current or future awards; (iii) withhold future equity grants or salary increases; (iv) pursue other available legal remedies; or (v) any combination of these actions. The Company may take such actions against any participant, whether or not such participant engaged in any misconduct or was otherwise at fault with respect to such restatement or inaccurate measurement. The Company will, however, not seek reimbursement with respect to any awards paid more than three years prior to such restatement or the discovery of inaccurate measurements, as applicable.

2



Administration

The Committee has the full power and authority to interpret the provisions of the Plan. The independent members of the Board of Directors have the exclusive right to terminate, modify, change, or alter the plan at any time.


Adopted by the independent members of
the Board of Directors on February 10, 2015




By:    /s/ John J. Sherman
John J. Sherman
Chair, Compensation and Development Committee


3



Appendix
2015 Annual Incentive Plan Objectives and Performance Levels
Objectives
Weighting
2015 Targets
Threshold
50%
Target
100%
Stretch
150%
Superior
200%
Financial Objective
 
 
 
 
 
Manage the Existing Business
Earnings Per Share
70%
$1.46
$1.50
$1.54
$1.60
Operational Objectives
 
 
 
 
 
Employees
Days Away, Restricted or Transferred (DART )
10%
1.01
0.61
0.48
0.34
Improve and Expand Customer Experience
SAIDI (System-wide Reliability in Minutes)
10%
88.63
85.96
83.29
80.63
Percent Equivalent Availability - Coal Units
(Winter & Summer Peak Months Only)  
5%
83.0%
85.8%
87.6%
89.4%
Percent Equivalent Availability - Nuclear Unit
5%
78.0%
81.8%
83.2%
84.5%
 
100%
 






Exhibit 31.1
CERTIFICATIONS

I, Terry Bassham, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Great Plains Energy Incorporated;
    
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
    
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
    
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
    
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
    
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
    
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
    
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
    
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
    
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
    
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date:
May 7, 2015
/ s/ Terry Bassham
 
 
Terry Bassham
Chairman, President and Chief Executive Officer


 
 


Exhibit 31.2
CERTIFICATIONS

I, James C. Shay, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Great Plains Energy Incorporated;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:
May 7, 2015
/s/ James C. Shay
 
 
James C. Shay
Senior Vice President - Finance and Chief Financial Officer

 


Exhibit 31.3
CERTIFICATIONS

I, Terry Bassham, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Kansas City Power & Light Company;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:
May 7, 2015
/s/ Terry Bassham
 
 
Terry Bassham
Chairman, President and Chief Executive Officer


 


Exhibit 31.4
CERTIFICATIONS

I, James C. Shay, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Kansas City Power & Light Company;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:
May 7, 2015
/s/ James C. Shay
 
 
James C. Shay
Senior Vice President - Finance and Chief Financial Officer


 


Exhibit 32.1

Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002


In connection with the Quarterly Report on Form 10-Q of Great Plains Energy Incorporated (the "Company") for the quarterly period ended March 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Terry Bassham, as Chairman, President and Chief Executive Officer of the Company, and James C. Shay, as Senior Vice President - Finance and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


 
/s/ Terry Bassham
Name:
Title:
Terry Bassham
Chairman, President and Chief Executive Officer
Date:
May 7, 2015
 
 
 
/s/ James C. Shay
Name:
Title:
James C. Shay
Senior Vice President - Finance and Chief Financial Officer
Date:
May 7, 2015

 
 


Exhibit 32.2

Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002


In connection with the Quarterly Report on Form 10-Q of Kansas City Power & Light Company (the "Company") for the quarterly period ended March 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Terry Bassham, as Chairman, President and Chief Executive Officer of the Company, and James C. Shay, as Senior Vice President - Finance and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


 
/s/ Terry Bassham
Name:
Title:
Terry Bassham
Chairman, President and Chief Executive Officer
Date:
May 7, 2015
 
 
 
/s/ James C. Shay
Name:
Title:
James C. Shay
Senior Vice President - Finance and Chief Financial Officer
Date:
May 7, 2015