|
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Exact name of registrant as specified in its charter,
|
|
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Commission
|
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state of incorporation, address of principal
|
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I.R.S. Employer
|
File Number
|
|
executive offices and telephone number
|
|
Identification Number
|
|
|
|
|
|
001-32206
|
|
GREAT PLAINS ENERGY INCORPORATED
|
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43-1916803
|
|
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(A Missouri Corporation)
|
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|
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1200 Main Street
|
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Kansas City, Missouri 64105
|
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|
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(816) 556-2200
|
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000-51873
|
|
KANSAS CITY POWER & LIGHT COMPANY
|
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44-0308720
|
|
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(A Missouri Corporation)
|
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|
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1200 Main Street
|
|
|
|
|
Kansas City, Missouri 64105
|
|
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|
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(816) 556-2200
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TABLE OF CONTENTS
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Page Number
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Item 1.
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|||
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Note 1:
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||
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Note 2:
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||
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Note 3:
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||
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Note 4:
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||
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Note 5:
|
||
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Note 6:
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||
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Note 7:
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||
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Note 8:
|
||
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Note 9:
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||
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Note 10:
|
||
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Note 11:
|
||
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Note 12:
|
||
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Note 13:
|
||
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Note 14:
|
||
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Note 15:
|
||
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Note 16:
|
||
|
Note 17:
|
||
Item 2.
|
|||
Item 3.
|
|||
Item 4.
|
|||
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|||
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Item 1.
|
|||
Item 1A.
|
|||
Item 2.
|
|||
Item 3.
|
|||
Item 4.
|
|||
Item 5.
|
|||
Item 6.
|
|||
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|
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|
|
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 Standards Update
|
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
|
DOE
|
|
Department of Energy
|
DOJ
|
|
Department of Justice
|
EIRR
|
|
Environmental Improvement Revenue Refunding
|
EPA
|
|
Environmental Protection Agency
|
EPS
|
|
Earnings per common share
|
ERISA
|
|
Employee Retirement Income Security Act of 1974, as amended
|
FASB
|
|
Financial Accounting Standards Board
|
FERC
|
|
The Federal Energy Regulatory Commission
|
FCC
|
|
The Federal Communications Commission
|
FTC
|
|
Federal Trade 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
|
Great Plains Energy Board
|
|
Great Plains Energy Board of Directors
|
HSR
|
|
Hart-Scott-Rodino
|
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
|
kWh
|
|
Kilowatt hour
|
MD&A
|
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
MDNR
|
|
Missouri Department of Natural Resources
|
MECG
|
|
Midwest Energy Consumers Group
|
MEEIA
|
|
Missouri Energy Efficiency Investment Act
|
Abbreviation or Acronym
|
|
Definition
|
|
|
|
Merger Agreement
|
|
Agreement and Plan of Merger dated as of May 29, 2016, by and among Great Plains Energy, Westar and Merger Sub
|
Merger Sub
|
|
GP Star, Inc., a Kansas corporation that will be merged with and into Westar, pursuant to the Merger Agreement
|
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
|
NAV
|
|
Net Asset Value
|
NERC
|
|
North American Electric Reliability Corporation
|
NPNS
|
|
Normal purchases and normal sales
|
NRC
|
|
Nuclear Regulatory Commission
|
OCI
|
|
Other Comprehensive Income
|
OMERS
|
|
OCM Credit Portfolio LP
|
OPC
|
|
Office of the Public Counsel
|
RCRA
|
|
Resource Conservation and Recovery Act
|
RESRAM
|
|
Renewable Energy Standard Rate Adjustment Mechanism
|
SEC
|
|
Securities and Exchange Commission
|
SERP
|
|
Supplemental Executive Retirement Plan
|
SPP
|
|
Southwest Power Pool, Inc.
|
TCR
|
|
Transmission Congestion Right
|
TDC
|
|
Transmission Delivery Charge
|
Transource
|
|
Transource Energy, LLC and its subsidiaries, 13.5% owned by GPETHC
|
WCNOC
|
|
Wolf Creek Nuclear Operating Corporation
|
Westar
|
|
Westar Energy, Inc.
|
Westar Board
|
|
Westar Board of Directors
|
Wolf Creek
|
|
Wolf Creek Generating Station
|
GREAT PLAINS ENERGY INCORPORATED
|
|||||||||||
Consolidated Balance Sheets
|
|||||||||||
(Unaudited)
|
|||||||||||
|
|
|
|
||||||||
|
March 31
|
|
December 31
|
||||||||
|
2017
|
|
2016
|
||||||||
ASSETS
|
(millions, except share amounts)
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
6,552.3
|
|
|
|
|
$
|
1,293.1
|
|
|
Time deposit
|
|
—
|
|
|
|
|
1,000.0
|
|
|
||
Receivables, net
|
|
110.4
|
|
|
|
|
166.0
|
|
|
||
Accounts receivable pledged as collateral
|
|
172.2
|
|
|
|
|
172.4
|
|
|
||
Fuel inventories, at average cost
|
|
107.0
|
|
|
|
|
108.8
|
|
|
||
Materials and supplies, at average cost
|
|
166.4
|
|
|
|
|
162.2
|
|
|
||
Deferred refueling outage costs
|
|
18.3
|
|
|
|
|
22.3
|
|
|
||
Interest rate derivative instruments
|
|
91.4
|
|
|
|
|
79.3
|
|
|
||
Prepaid expenses and other assets
|
|
40.6
|
|
|
|
|
55.4
|
|
|
||
Total
|
|
7,258.6
|
|
|
|
|
3,059.5
|
|
|
||
Utility Plant, at Original Cost
|
|
|
|
|
|
|
|
|
|
||
Electric
|
|
13,712.9
|
|
|
|
|
13,597.7
|
|
|
||
Less - accumulated depreciation
|
|
5,165.2
|
|
|
|
|
5,106.9
|
|
|
||
Net utility plant in service
|
|
8,547.7
|
|
|
|
|
8,490.8
|
|
|
||
Construction work in progress
|
|
370.9
|
|
|
|
|
403.9
|
|
|
||
Nuclear fuel, net of amortization of $180.1 and $172.1
|
|
54.9
|
|
|
|
|
62.0
|
|
|
||
Total
|
|
8,973.5
|
|
|
|
|
8,956.7
|
|
|
||
Investments and Other Assets
|
|
|
|
|
|
|
|
|
|
||
Nuclear decommissioning trust fund
|
|
232.5
|
|
|
|
|
222.9
|
|
|
||
Regulatory assets
|
|
1,046.4
|
|
|
|
|
1,048.0
|
|
|
||
Goodwill
|
|
169.0
|
|
|
|
|
169.0
|
|
|
||
Other
|
|
117.5
|
|
|
|
|
113.9
|
|
|
||
Total
|
|
1,565.4
|
|
|
|
|
1,553.8
|
|
|
||
Total
|
|
$
|
17,797.5
|
|
|
|
|
$
|
13,570.0
|
|
|
GREAT PLAINS ENERGY INCORPORATED
|
|||||||||||
Consolidated Balance Sheets
|
|||||||||||
(Unaudited)
|
|||||||||||
|
|||||||||||
|
March 31
|
|
December 31
|
||||||||
|
2017
|
|
2016
|
||||||||
LIABILITIES AND CAPITALIZATION
|
(millions, except share amounts)
|
||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
||||
Collateralized note payable
|
|
$
|
172.2
|
|
|
|
|
$
|
172.4
|
|
|
Commercial paper
|
|
454.7
|
|
|
|
|
334.8
|
|
|
||
Current maturities of long-term debt
|
|
732.1
|
|
|
|
|
382.1
|
|
|
||
Accounts payable
|
|
177.7
|
|
|
|
|
323.7
|
|
|
||
Accrued taxes
|
|
69.6
|
|
|
|
|
33.3
|
|
|
||
Accrued interest
|
|
77.3
|
|
|
|
|
50.8
|
|
|
||
Accrued compensation and benefits
|
|
44.1
|
|
|
|
|
52.1
|
|
|
||
Pension and post-retirement liability
|
|
3.0
|
|
|
|
|
3.0
|
|
|
||
Other
|
|
85.5
|
|
|
|
|
32.6
|
|
|
||
Total
|
|
1,816.2
|
|
|
|
|
1,384.8
|
|
|
||
Deferred Credits and Other Liabilities
|
|
|
|
|
|
|
|
|
|
||
Deferred income taxes
|
|
1,322.7
|
|
|
|
|
1,329.7
|
|
|
||
Deferred tax credits
|
|
125.8
|
|
|
|
|
126.2
|
|
|
||
Asset retirement obligations
|
|
282.6
|
|
|
|
|
316.0
|
|
|
||
Pension and post-retirement liability
|
|
483.9
|
|
|
|
|
488.3
|
|
|
||
Regulatory liabilities
|
|
313.6
|
|
|
|
|
309.9
|
|
|
||
Other
|
|
88.8
|
|
|
|
|
87.9
|
|
|
||
Total
|
|
2,617.4
|
|
|
|
|
2,658.0
|
|
|
||
Capitalization
|
|
|
|
|
|
|
|
|
|
||
Great Plains Energy shareholders' equity
|
|
|
|
|
|
|
|
|
|
||
Common stock - 600,000,000 shares authorized without par value
215,728,275 and 215,479,105 shares issued, stated value |
|
4,225.5
|
|
|
|
|
4,217.0
|
|
|
||
Preference stock - 11,000,000 shares authorized without par value
7.00% Series B Mandatory Convertible Preferred Stock
$1,000 per share liquidation preference, 862,500 shares issued and outstanding
|
|
836.2
|
|
|
|
|
836.2
|
|
|
||
Retained earnings
|
|
1,035.2
|
|
|
|
|
1,119.2
|
|
|
||
Treasury stock - 129,122 and 128,087 shares, at cost
|
|
(3.8
|
)
|
|
|
|
(3.8
|
)
|
|
||
Accumulated other comprehensive loss
|
|
(5.1
|
)
|
|
|
|
(6.6
|
)
|
|
||
Total shareholders' equity
|
|
6,088.0
|
|
|
|
|
6,162.0
|
|
|
||
Long-term debt (
Note 10
)
|
|
7,275.9
|
|
|
|
|
3,365.2
|
|
|
||
Total
|
|
13,363.9
|
|
|
|
|
9,527.2
|
|
|
||
Commitments and Contingencies (
Note 11
)
|
|
|
|
|
|
|
|
|
|
||
Total
|
|
$
|
17,797.5
|
|
|
|
|
$
|
13,570.0
|
|
|
GREAT PLAINS ENERGY INCORPORATED
|
||||||||
Consolidated Statements of Comprehensive Income (Loss)
|
||||||||
(Unaudited)
|
||||||||
|
|
|
||||||
Three Months Ended March 31
|
|
2017
|
|
2016
|
||||
Operating Revenues
|
|
(millions, except per share amounts)
|
||||||
Electric revenues
|
|
$
|
570.7
|
|
|
$
|
572.1
|
|
Operating Expenses
|
|
|
|
|
|
|
||
Fuel and purchased power
|
|
126.5
|
|
|
135.6
|
|
||
Transmission
|
|
23.1
|
|
|
23.5
|
|
||
Utility operating and maintenance expenses
|
|
185.4
|
|
|
179.4
|
|
||
Costs to achieve the anticipated acquisition of Westar Energy, Inc.
|
|
39.4
|
|
|
—
|
|
||
Depreciation and amortization
|
|
90.3
|
|
|
85.2
|
|
||
General taxes
|
|
57.1
|
|
|
56.3
|
|
||
Other
|
|
1.5
|
|
|
2.2
|
|
||
Total
|
|
523.3
|
|
|
482.2
|
|
||
Operating income
|
|
47.4
|
|
|
89.9
|
|
||
Non-operating income
|
|
6.6
|
|
|
2.1
|
|
||
Non-operating expenses
|
|
(3.7
|
)
|
|
(3.4
|
)
|
||
Interest charges
|
|
(66.6
|
)
|
|
(51.2
|
)
|
||
Income (loss) before income tax (expense) benefit and income from equity investments
|
|
(16.3
|
)
|
|
37.4
|
|
||
Income tax (expense) benefit
|
|
5.8
|
|
|
(11.7
|
)
|
||
Income from equity investments, net of income taxes
|
|
0.9
|
|
|
0.7
|
|
||
Net income (loss)
|
|
(9.6
|
)
|
|
26.4
|
|
||
Preferred stock dividend requirements
|
|
15.1
|
|
|
0.4
|
|
||
Earnings (loss) available for common shareholders
|
|
$
|
(24.7
|
)
|
|
$
|
26.0
|
|
|
|
|
|
|
||||
Average number of basic common shares outstanding
|
|
215.3
|
|
|
154.4
|
|
||
Average number of diluted common shares outstanding
|
|
215.3
|
|
|
155.0
|
|
||
|
|
|
|
|
||||
Basic and diluted earnings (loss) per common share
|
|
$
|
(0.11
|
)
|
|
$
|
0.17
|
|
|
|
|
|
|
||||
Cash dividends per common share
|
|
$
|
0.275
|
|
|
$
|
0.2625
|
|
Comprehensive Income (Loss)
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
(9.6
|
)
|
|
$
|
26.4
|
|
Other comprehensive income
|
|
|
|
|
|
|
||
Derivative hedging activity
|
|
|
|
|
|
|
||
Reclassification to expenses, net of tax
|
|
1.4
|
|
|
1.4
|
|
||
Derivative hedging activity, net of tax
|
|
1.4
|
|
|
1.4
|
|
||
Defined benefit pension plans
|
|
|
|
|
||||
Amortization of net losses included in net periodic benefit costs, net of tax
|
|
0.1
|
|
|
0.1
|
|
||
Change in unrecognized pension expense, net of tax
|
|
0.1
|
|
|
0.1
|
|
||
Total other comprehensive income
|
|
1.5
|
|
|
1.5
|
|
||
Comprehensive income (loss)
|
|
$
|
(8.1
|
)
|
|
$
|
27.9
|
|
GREAT PLAINS ENERGY INCORPORATED
|
|||||||||
Consolidated Statements of Cash Flows
|
|||||||||
(Unaudited)
|
|||||||||
|
|
|
|
|
|
||||
Three Months Ended March 31
|
2017
|
|
|
2016
|
|
||||
Cash Flows from Operating Activities
|
(millions)
|
||||||||
Net income (loss)
|
$
|
(9.6
|
)
|
|
|
$
|
26.4
|
|
|
Adjustments to reconcile income (loss) to net cash from operating activities:
|
|
|
|
|
|
|
|
||
Depreciation and amortization
|
90.3
|
|
|
|
85.2
|
|
|
||
Amortization of:
|
|
|
|
|
|
|
|
||
Nuclear fuel
|
8.0
|
|
|
|
8.3
|
|
|
||
Other
|
24.9
|
|
|
|
12.8
|
|
|
||
Deferred income taxes, net
|
(5.6
|
)
|
|
|
12.0
|
|
|
||
Investment tax credit amortization
|
(0.4
|
)
|
|
|
(0.4
|
)
|
|
||
Income from equity investments, net of income taxes
|
(0.9
|
)
|
|
|
(0.7
|
)
|
|
||
Fair value impacts of interest rate swaps
|
(12.1
|
)
|
|
|
—
|
|
|
||
Other operating activities (Note 3)
|
(7.0
|
)
|
|
|
(16.3
|
)
|
|
||
Net cash from operating activities
|
87.6
|
|
|
|
127.3
|
|
|
||
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
||
Utility capital expenditures
|
(116.6
|
)
|
|
|
(133.6
|
)
|
|
||
Allowance for borrowed funds used during construction
|
(1.5
|
)
|
|
|
(1.4
|
)
|
|
||
Purchases of nuclear decommissioning trust investments
|
(5.9
|
)
|
|
|
(10.5
|
)
|
|
||
Proceeds from nuclear decommissioning trust investments
|
5.0
|
|
|
|
9.7
|
|
|
||
Proceeds from time deposit
|
1,000.0
|
|
|
|
—
|
|
|
||
Other investing activities
|
(12.5
|
)
|
|
|
(17.9
|
)
|
|
||
Net cash from investing activities
|
868.5
|
|
|
|
(153.7
|
)
|
|
||
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
||
Issuance of common stock
|
1.5
|
|
|
|
0.7
|
|
|
||
Issuance of long-term debt
|
4,291.9
|
|
|
|
—
|
|
|
||
Issuance fees
|
(31.2
|
)
|
|
|
(0.2
|
)
|
|
||
Repayment of long-term debt
|
(1.1
|
)
|
|
|
(1.1
|
)
|
|
||
Net change in short-term borrowings
|
119.9
|
|
|
|
69.3
|
|
|
||
Net change in collateralized short-term borrowings
|
(0.2
|
)
|
|
|
—
|
|
|
||
Dividends paid
|
(74.3
|
)
|
|
|
(40.9
|
)
|
|
||
Purchase of treasury stock
|
(3.4
|
)
|
|
|
(4.9
|
)
|
|
||
Net cash from financing activities
|
4,303.1
|
|
|
|
22.9
|
|
|
||
Net Change in Cash and Cash Equivalents
|
5,259.2
|
|
|
|
(3.5
|
)
|
|
||
Cash and Cash Equivalents at Beginning of Year
|
1,293.1
|
|
|
|
11.3
|
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
6,552.3
|
|
|
|
$
|
7.8
|
|
|
GREAT PLAINS ENERGY INCORPORATED
|
|||||||||||||
Consolidated Statements of Shareholders' Equity
|
|||||||||||||
(Unaudited)
|
|||||||||||||
|
|
|
|
||||||||||
Three Months Ended March 31
|
2017
|
|
2016
|
||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
Common Stock
|
(millions, except share amounts)
|
||||||||||||
Beginning balance
|
215,479,105
|
|
|
$
|
4,217.0
|
|
|
154,504,900
|
|
|
$
|
2,646.7
|
|
Issuance of common stock
|
249,170
|
|
|
9.5
|
|
|
336,356
|
|
|
10.0
|
|
||
Equity compensation expense, net of forfeitures
|
|
|
1.1
|
|
|
|
|
|
0.8
|
|
|||
Unearned Compensation
|
|
|
|
|
|
|
|
|
|
|
|
||
Issuance of restricted common stock
|
|
|
|
(2.3
|
)
|
|
|
|
|
(2.8
|
)
|
||
Forfeiture of restricted common stock
|
|
|
0.2
|
|
|
|
|
—
|
|
||||
Compensation expense recognized
|
|
|
|
0.7
|
|
|
|
|
|
0.6
|
|
||
Other
|
|
|
|
(0.7
|
)
|
|
|
|
|
0.3
|
|
||
Ending balance
|
215,728,275
|
|
|
4,225.5
|
|
|
154,841,256
|
|
|
2,655.6
|
|
||
Cumulative Preferred Stock
|
—
|
|
|
—
|
|
|
390,000
|
|
|
39.0
|
|
||
Preference Stock
|
862,500
|
|
|
836.2
|
|
|
—
|
|
|
—
|
|
||
Retained Earnings
|
|
|
|
|
|
|
|
|
|
|
|
||
Beginning balance
|
|
|
|
1,119.2
|
|
|
|
|
|
1,024.4
|
|
||
Net income (loss)
|
|
|
|
(9.6
|
)
|
|
|
|
|
26.4
|
|
||
Dividends:
|
|
|
|
|
|
|
|
|
|
|
|
||
Common stock ($0.275 and $0.2625 per share)
|
|
(59.2
|
)
|
|
|
|
|
(40.5
|
)
|
||||
Preferred stock - at required rates
|
|
|
|
(15.1
|
)
|
|
|
|
|
(0.4
|
)
|
||
Performance shares
|
|
|
|
(0.1
|
)
|
|
|
|
|
(0.3
|
)
|
||
Ending balance
|
|
|
|
1,035.2
|
|
|
|
|
|
1,009.6
|
|
||
Treasury Stock
|
|
|
|
|
|
|
|
|
|
|
|
||
Beginning balance
|
(128,087
|
)
|
|
(3.8
|
)
|
|
(101,229
|
)
|
|
(2.6
|
)
|
||
Treasury shares acquired
|
(104,129
|
)
|
|
(3.0
|
)
|
|
(134,484
|
)
|
|
(4.0
|
)
|
||
Treasury shares reissued
|
103,094
|
|
|
3.0
|
|
|
105,403
|
|
|
2.8
|
|
||
Ending balance
|
(129,122
|
)
|
|
(3.8
|
)
|
|
(130,310
|
)
|
|
(3.8
|
)
|
||
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
||||
Beginning balance
|
|
|
|
(6.6
|
)
|
|
|
|
|
(12.0
|
)
|
||
Derivative hedging activity, net of tax
|
|
|
|
1.4
|
|
|
|
|
|
1.4
|
|
||
Change in unrecognized pension expense, net of tax
|
|
0.1
|
|
|
|
|
|
0.1
|
|
||||
Ending balance
|
|
|
|
(5.1
|
)
|
|
|
|
|
(10.5
|
)
|
||
Total Great Plains Energy Shareholders' Equity
|
|
$
|
6,088.0
|
|
|
|
|
|
$
|
3,689.9
|
|
KANSAS CITY POWER & LIGHT COMPANY
|
|||||||||||
Consolidated Balance Sheets
|
|||||||||||
(Unaudited)
|
|||||||||||
|
|||||||||||
|
March 31
|
December 31
|
|||||||||
|
2017
|
2016
|
|||||||||
ASSETS
|
(millions, except share amounts)
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2.1
|
|
|
|
|
$
|
4.5
|
|
|
Receivables, net
|
|
99.0
|
|
|
|
|
139.1
|
|
|
||
Related party receivables
|
|
69.1
|
|
|
|
|
67.2
|
|
|
||
Accounts receivable pledged as collateral
|
|
110.0
|
|
|
|
|
110.0
|
|
|
||
Fuel inventories, at average cost
|
|
73.4
|
|
|
|
|
72.9
|
|
|
||
Materials and supplies, at average cost
|
|
122.0
|
|
|
|
|
118.9
|
|
|
||
Deferred refueling outage costs
|
|
18.3
|
|
|
|
|
22.3
|
|
|
||
Refundable income taxes
|
|
2.3
|
|
|
|
|
12.7
|
|
|
||
Prepaid expenses and other assets
|
|
27.9
|
|
|
|
|
27.9
|
|
|
||
Total
|
|
524.1
|
|
|
|
|
575.5
|
|
|
||
Utility Plant, at Original Cost
|
|
|
|
|
|
|
|
|
|
||
Electric
|
|
10,009.1
|
|
|
|
|
9,925.1
|
|
|
||
Less - accumulated depreciation
|
|
3,898.4
|
|
|
|
|
3,858.4
|
|
|
||
Net utility plant in service
|
|
6,110.7
|
|
|
|
|
6,066.7
|
|
|
||
Construction work in progress
|
|
271.3
|
|
|
|
|
300.4
|
|
|
||
Nuclear fuel, net of amortization of
$180.1
and
$172.1
|
|
54.9
|
|
|
|
|
62.0
|
|
|
||
Total
|
|
6,436.9
|
|
|
|
|
6,429.1
|
|
|
||
Investments and Other Assets
|
|
|
|
|
|
|
|
|
|
||
Nuclear decommissioning trust fund
|
|
232.5
|
|
|
|
|
222.9
|
|
|
||
Regulatory assets
|
|
799.6
|
|
|
|
|
801.8
|
|
|
||
Other
|
|
29.5
|
|
|
|
|
29.1
|
|
|
||
Total
|
|
1,061.6
|
|
|
|
|
1,053.8
|
|
|
||
Total
|
|
$
|
8,022.6
|
|
|
|
|
$
|
8,058.4
|
|
|
KANSAS CITY POWER & LIGHT COMPANY
|
|||||||||||
Consolidated Balance Sheets
|
|||||||||||
(Unaudited)
|
|||||||||||
|
|
|
|
||||||||
|
March 31
|
|
December 31
|
||||||||
|
2017
|
|
2016
|
||||||||
LIABILITIES AND CAPITALIZATION
|
(millions, except share amounts)
|
||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
||||
Collateralized note payable
|
|
$
|
110.0
|
|
|
|
|
$
|
110.0
|
|
|
Commercial paper
|
|
195.3
|
|
|
|
|
132.9
|
|
|
||
Current maturities of long-term debt
|
|
631.0
|
|
|
|
|
281.0
|
|
|
||
Accounts payable
|
|
136.3
|
|
|
|
|
231.6
|
|
|
||
Accrued taxes
|
|
52.3
|
|
|
|
|
27.0
|
|
|
||
Accrued interest
|
|
42.5
|
|
|
|
|
32.4
|
|
|
||
Accrued compensation and benefits
|
|
44.1
|
|
|
|
|
52.1
|
|
|
||
Pension and post-retirement liability
|
|
1.6
|
|
|
|
|
1.6
|
|
|
||
Other
|
|
42.0
|
|
|
|
|
11.4
|
|
|
||
Total
|
|
1,255.1
|
|
|
|
|
880.0
|
|
|
||
Deferred Credits and Other Liabilities
|
|
|
|
|
|
|
|
|
|
||
Deferred income taxes
|
|
1,237.4
|
|
|
|
|
1,228.3
|
|
|
||
Deferred tax credits
|
|
122.5
|
|
|
|
|
122.8
|
|
|
||
Asset retirement obligations
|
|
246.5
|
|
|
|
|
278.0
|
|
|
||
Pension and post-retirement liability
|
|
461.5
|
|
|
|
|
465.8
|
|
|
||
Regulatory liabilities
|
|
194.5
|
|
|
|
|
187.4
|
|
|
||
Other
|
|
71.3
|
|
|
|
|
70.6
|
|
|
||
Total
|
|
2,333.7
|
|
|
|
|
2,352.9
|
|
|
||
Capitalization
|
|
|
|
|
|
|
|
|
|
||
Common shareholder's equity
|
|
|
|
|
|
|
|
|
|
||
Common stock - 1,000 shares authorized without par value
|
|
|
|
|
|
|
|
|
|
||
1 share issued, stated value
|
|
1,563.1
|
|
|
|
|
1,563.1
|
|
|
||
Retained earnings
|
|
939.1
|
|
|
|
|
982.6
|
|
|
||
Accumulated other comprehensive loss
|
|
(2.9
|
)
|
|
|
|
(4.2
|
)
|
|
||
Total
|
|
2,499.3
|
|
|
|
|
2,541.5
|
|
|
||
Long-term debt (
Note
10
)
|
|
1,934.5
|
|
|
|
|
2,284.0
|
|
|
||
Total
|
|
4,433.8
|
|
|
|
|
4,825.5
|
|
|
||
Commitments and Contingencies (
Note
11
)
|
|
|
|
|
|
|
|
|
|
||
Total
|
|
$
|
8,022.6
|
|
|
|
|
$
|
8,058.4
|
|
|
KANSAS CITY POWER & LIGHT COMPANY
|
||||||||
Consolidated Statements of Comprehensive Income
|
||||||||
(Unaudited)
|
||||||||
|
|
|
||||||
Three Months Ended March 31
|
|
2017
|
|
2016
|
||||
Operating Revenues
|
|
(millions)
|
||||||
Electric revenues
|
|
$
|
395.9
|
|
|
$
|
400.9
|
|
Operating Expenses
|
|
|
|
|
|
|
||
Fuel and purchased power
|
|
78.9
|
|
|
86.3
|
|
||
Transmission
|
|
14.3
|
|
|
15.4
|
|
||
Operating and maintenance expenses
|
|
126.4
|
|
|
123.7
|
|
||
Costs to achieve the anticipated acquisition of Westar Energy, Inc.
|
|
7.9
|
|
|
—
|
|
||
Depreciation and amortization
|
|
65.3
|
|
|
61.1
|
|
||
General taxes
|
|
44.6
|
|
|
43.6
|
|
||
Other
|
|
0.3
|
|
|
0.2
|
|
||
Total
|
|
337.7
|
|
|
330.3
|
|
||
Operating income
|
|
58.2
|
|
|
70.6
|
|
||
Non-operating income
|
|
2.5
|
|
|
1.3
|
|
||
Non-operating expenses
|
|
(2.1
|
)
|
|
(1.3
|
)
|
||
Interest charges
|
|
(35.6
|
)
|
|
(35.3
|
)
|
||
Income before income tax expense
|
|
23.0
|
|
|
35.3
|
|
||
Income tax expense
|
|
(8.8
|
)
|
|
(10.7
|
)
|
||
Net income
|
|
$
|
14.2
|
|
|
$
|
24.6
|
|
Comprehensive Income
|
|
|
|
|
|
|
||
Net income
|
|
$
|
14.2
|
|
|
$
|
24.6
|
|
Other comprehensive income
|
|
|
|
|
|
|
||
Derivative hedging activity
|
|
|
|
|
|
|
||
Reclassification to expenses, net of tax
|
|
1.3
|
|
|
1.4
|
|
||
Derivative hedging activity, net of tax
|
|
1.3
|
|
|
1.4
|
|
||
Total other comprehensive income
|
|
1.3
|
|
|
1.4
|
|
||
Comprehensive income
|
|
$
|
15.5
|
|
|
$
|
26.0
|
|
KANSAS CITY POWER & LIGHT COMPANY
|
|||||||||||
Consolidated Statements of Cash Flows
|
|||||||||||
(Unaudited)
|
|||||||||||
|
|
|
|
|
|
|
|
||||
Three Months Ended March 31
|
|
2017
|
|
|
|
2016
|
|
||||
Cash Flows from Operating Activities
|
(millions)
|
|
|||||||||
Net income
|
|
$
|
14.2
|
|
|
|
|
$
|
24.6
|
|
|
Adjustments to reconcile income to net cash from operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
65.3
|
|
|
|
|
61.1
|
|
|
||
Amortization of:
|
|
|
|
|
|
|
|
|
|
||
Nuclear fuel
|
|
8.0
|
|
|
|
|
8.3
|
|
|
||
Other
|
|
8.1
|
|
|
|
|
8.4
|
|
|
||
Deferred income taxes, net
|
|
9.2
|
|
|
|
|
10.4
|
|
|
||
Investment tax credit amortization
|
|
(0.3
|
)
|
|
|
|
(0.2
|
)
|
|
||
Other operating activities (Note 3)
|
|
(21.1
|
)
|
|
|
|
75.8
|
|
|
||
Net cash from operating activities
|
|
83.4
|
|
|
|
|
188.4
|
|
|
||
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
|
||
Utility capital expenditures
|
|
(84.0
|
)
|
|
|
|
(83.2
|
)
|
|
||
Allowance for borrowed funds used during construction
|
|
(1.2
|
)
|
|
|
|
(0.9
|
)
|
|
||
Purchases of nuclear decommissioning trust investments
|
|
(5.9
|
)
|
|
|
|
(10.5
|
)
|
|
||
Proceeds from nuclear decommissioning trust investments
|
|
5.0
|
|
|
|
|
9.7
|
|
|
||
Other investing activities
|
|
(5.1
|
)
|
|
|
|
(8.6
|
)
|
|
||
Net cash from investing activities
|
|
(91.2
|
)
|
|
|
|
(93.5
|
)
|
|
||
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
||
Issuance fees
|
|
—
|
|
|
|
|
(0.2
|
)
|
|
||
Net change in short-term borrowings
|
|
62.4
|
|
|
|
|
(94.5
|
)
|
|
||
Dividends paid to Great Plains Energy
|
|
(57.0
|
)
|
|
|
|
—
|
|
|
||
Net cash from financing activities
|
|
5.4
|
|
|
|
|
(94.7
|
)
|
|
||
Net Change in Cash and Cash Equivalents
|
|
(2.4
|
)
|
|
|
|
0.2
|
|
|
||
Cash and Cash Equivalents at Beginning of Year
|
|
4.5
|
|
|
|
|
2.3
|
|
|
||
Cash and Cash Equivalents at End of Period
|
|
$
|
2.1
|
|
|
|
|
$
|
2.5
|
|
|
KANSAS CITY POWER & LIGHT COMPANY
|
|||||||||||||
Consolidated Statements of Common Shareholder's Equity
|
|||||||||||||
(Unaudited)
|
|||||||||||||
|
|
|
|
||||||||||
Three Months Ended March 31
|
2017
|
|
2016
|
||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
|
(millions, except share amounts)
|
||||||||||||
Common Stock
|
1
|
|
|
$
|
1,563.1
|
|
|
1
|
|
|
$
|
1,563.1
|
|
Retained Earnings
|
|
|
|
|
|
|
|
|
|
|
|
||
Beginning balance
|
|
|
|
982.6
|
|
|
|
|
|
879.6
|
|
||
Net income
|
|
|
|
14.2
|
|
|
|
|
|
24.6
|
|
||
Cumulative effect of adoption of ASU 2016-09 (Note 1)
|
|
|
(0.7
|
)
|
|
|
|
—
|
|
||||
Dividends:
|
|
|
|
|
|
|
|
|
|
|
|
||
Common stock held by Great Plains Energy
|
|
|
|
(57.0
|
)
|
|
|
|
|
—
|
|
||
Ending balance
|
|
|
|
939.1
|
|
|
|
|
|
904.2
|
|
||
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|||
Beginning balance
|
|
|
|
(4.2
|
)
|
|
|
|
|
(9.6
|
)
|
||
Derivative hedging activity, net of tax
|
|
|
|
1.3
|
|
|
|
|
|
1.4
|
|
||
Ending balance
|
|
|
|
(2.9
|
)
|
|
|
|
|
(8.2
|
)
|
||
Total Common Shareholder's Equity
|
|
|
|
$
|
2,499.3
|
|
|
|
|
|
$
|
2,459.1
|
|
•
|
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.
|
Three Months Ended March 31
|
|
2017
|
|
2016
|
||||
Income (loss)
|
(millions, except per share amounts)
|
|||||||
Net income (loss)
|
|
$
|
(9.6
|
)
|
|
$
|
26.4
|
|
Less: preferred stock dividend requirements
|
|
15.1
|
|
|
0.4
|
|
||
Earnings (loss) available for common shareholders
|
|
$
|
(24.7
|
)
|
|
$
|
26.0
|
|
Common Shares Outstanding
|
|
|
|
|
|
|
||
Average number of common shares outstanding
|
|
215.3
|
|
|
154.4
|
|
||
Add: effect of dilutive securities
|
|
—
|
|
|
0.6
|
|
||
Diluted average number of common shares outstanding
|
|
215.3
|
|
|
155.0
|
|
||
Basic and diluted EPS
|
|
$
|
(0.11
|
)
|
|
$
|
0.17
|
|
Three Months Ended March 31
|
2017
|
|
2016
|
||
Assumed conversion of Series B Preferred Stock
|
29,930,385
|
|
|
—
|
|
Performance shares
|
460,169
|
|
|
372,093
|
|
Restricted stock shares
|
328,512
|
|
|
—
|
|
Great Plains Energy Other Operating Activities
|
|||||||
Three Months Ended March 31
|
2017
|
|
2016
|
||||
Cash flows affected by changes in:
|
(millions)
|
||||||
Receivables
|
$
|
55.5
|
|
|
$
|
39.7
|
|
Accounts receivable pledged as collateral
|
0.2
|
|
|
—
|
|
||
Fuel inventories
|
1.8
|
|
|
6.3
|
|
||
Materials and supplies
|
(4.2
|
)
|
|
(2.1
|
)
|
||
Accounts payable
|
(136.8
|
)
|
|
(120.4
|
)
|
||
Accrued taxes
|
36.3
|
|
|
38.0
|
|
||
Accrued interest
|
26.5
|
|
|
14.4
|
|
||
Deferred refueling outage costs
|
4.0
|
|
|
4.9
|
|
||
Pension and post-retirement benefit obligations
|
11.6
|
|
|
23.7
|
|
||
Allowance for equity funds used during construction
|
(1.0
|
)
|
|
(0.9
|
)
|
||
Fuel recovery mechanisms
|
(14.1
|
)
|
|
(4.6
|
)
|
||
Other
|
13.2
|
|
|
(15.3
|
)
|
||
Total other operating activities
|
$
|
(7.0
|
)
|
|
$
|
(16.3
|
)
|
Cash paid during the period:
|
|
|
|
|
|
||
Interest
|
$
|
34.2
|
|
|
$
|
33.3
|
|
Income taxes
|
$
|
—
|
|
|
$
|
0.1
|
|
Non-cash investing activities:
|
|
|
|
|
|||
Liabilities accrued for capital expenditures
|
$
|
22.6
|
|
|
$
|
24.7
|
|
KCP&L Other Operating Activities
|
|||||||
Three Months Ended March 31
|
2017
|
|
2016
|
||||
Cash flows affected by changes in:
|
(millions)
|
||||||
Receivables
|
$
|
36.2
|
|
|
$
|
36.5
|
|
Fuel inventories
|
(0.5
|
)
|
|
4.9
|
|
||
Materials and supplies
|
(3.1
|
)
|
|
(2.0
|
)
|
||
Accounts payable
|
(88.8
|
)
|
|
(75.5
|
)
|
||
Accrued taxes
|
35.5
|
|
|
102.2
|
|
||
Accrued interest
|
10.1
|
|
|
9.9
|
|
||
Deferred refueling outage costs
|
4.0
|
|
|
4.9
|
|
||
Pension and post-retirement benefit obligations
|
10.3
|
|
|
23.9
|
|
||
Allowance for equity funds used during construction
|
(1.0
|
)
|
|
(0.6
|
)
|
||
Fuel recovery mechanisms
|
(10.8
|
)
|
|
(14.3
|
)
|
||
Other
|
(13.0
|
)
|
|
(14.1
|
)
|
||
Total other operating activities
|
$
|
(21.1
|
)
|
|
$
|
75.8
|
|
Cash paid during the period:
|
|
|
|
|
|
||
Interest
|
$
|
22.5
|
|
|
$
|
22.2
|
|
Non-cash investing activities:
|
|
|
|
|
|||
Liabilities accrued for capital expenditures
|
$
|
19.9
|
|
|
$
|
16.5
|
|
|
March 31
|
December 31
|
||||||||
|
|
2017
|
|
|
2016
|
|
||||
Great Plains Energy
|
|
(millions)
|
|
|||||||
Customer accounts receivable - billed
|
|
$
|
10.2
|
|
|
|
$
|
26.2
|
|
|
Customer accounts receivable - unbilled
|
|
51.9
|
|
|
|
79.1
|
|
|
||
Allowance for doubtful accounts - customer accounts receivable
|
|
(4.4
|
)
|
|
|
(4.0
|
)
|
|
||
Other receivables
|
|
52.7
|
|
|
|
64.7
|
|
|
||
Total
|
|
$
|
110.4
|
|
|
|
$
|
166.0
|
|
|
KCP&L
|
|
|
|
|
|
|
|
|
||
Customer accounts receivable - billed
|
|
$
|
9.0
|
|
|
|
$
|
25.5
|
|
|
Customer accounts receivable - unbilled
|
|
47.7
|
|
|
|
63.7
|
|
|
||
Allowance for doubtful accounts - customer accounts receivable
|
|
(1.8
|
)
|
|
|
(1.8
|
)
|
|
||
Other receivables
|
|
44.1
|
|
|
|
51.7
|
|
|
||
Total
|
|
$
|
99.0
|
|
|
|
$
|
139.1
|
|
|
|
March 31
|
December 31
|
|||||||||
|
2017
|
2016
|
|||||||||
Decommissioning Trust
|
|
(millions)
|
|
||||||||
Beginning balance January 1
|
|
$
|
222.9
|
|
|
|
|
$
|
200.7
|
|
|
Contributions
|
|
0.9
|
|
|
|
|
3.3
|
|
|
||
Earned income, net of fees
|
|
1.1
|
|
|
|
|
4.1
|
|
|
||
Net realized gains
|
|
0.2
|
|
|
|
|
0.3
|
|
|
||
Net unrealized gains
|
|
7.4
|
|
|
|
|
14.5
|
|
|
||
Ending balance
|
|
$
|
232.5
|
|
|
|
|
$
|
222.9
|
|
|
|
March 31, 2017
|
|
|
December 31, 2016
|
|
||||||||||||||||||||||||||||||||||||||||
|
Cost
Basis
|
|
Unrealized Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Cost
Basis
|
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
|||||||||||||||||||||||||||||
|
(millions)
|
||||||||||||||||||||||||||||||||||||||||||||
Equity securities
|
$
|
93.9
|
|
|
|
$
|
68.6
|
|
|
|
|
$
|
(0.8
|
)
|
|
|
|
$
|
161.7
|
|
|
|
|
$
|
93.3
|
|
|
|
|
$
|
62.1
|
|
|
|
|
$
|
(1.5
|
)
|
|
|
|
$
|
153.9
|
|
|
Debt securities
|
63.2
|
|
|
|
2.4
|
|
|
|
|
(0.4
|
)
|
|
|
|
65.2
|
|
|
|
|
63.4
|
|
|
|
|
2.3
|
|
|
|
|
(0.5
|
)
|
|
|
|
65.2
|
|
|
||||||||
Other
|
5.6
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
5.6
|
|
|
|
|
3.8
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
3.8
|
|
|
||||||||
Total
|
$
|
162.7
|
|
|
|
$
|
71.0
|
|
|
|
|
$
|
(1.2
|
)
|
|
|
|
$
|
232.5
|
|
|
|
|
$
|
160.5
|
|
|
|
|
$
|
64.4
|
|
|
|
|
$
|
(2.0
|
)
|
|
|
|
$
|
222.9
|
|
|
Three Months Ended March 31
|
2017
|
|
2016
|
||||
|
(millions)
|
||||||
Realized gains
|
$
|
0.3
|
|
|
$
|
0.7
|
|
Realized losses
|
(0.1
|
)
|
|
(0.7
|
)
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
Three Months Ended March 31
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Components of net periodic benefit costs
|
|
(millions)
|
||||||||||||||
Service cost
|
|
$
|
11.0
|
|
|
$
|
10.5
|
|
|
$
|
0.5
|
|
|
$
|
0.7
|
|
Interest cost
|
|
13.4
|
|
|
13.2
|
|
|
1.3
|
|
|
1.5
|
|
||||
Expected return on plan assets
|
|
(12.8
|
)
|
|
(12.3
|
)
|
|
(0.6
|
)
|
|
(0.8
|
)
|
||||
Prior service cost
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
0.3
|
|
||||
Recognized net actuarial (gain)/loss
|
|
12.4
|
|
|
13.0
|
|
|
(0.1
|
)
|
|
(0.4
|
)
|
||||
Net periodic benefit costs before regulatory adjustment
|
|
24.2
|
|
|
24.6
|
|
|
1.1
|
|
|
1.3
|
|
||||
Regulatory adjustment
|
|
0.8
|
|
|
(1.0
|
)
|
|
1.3
|
|
|
1.5
|
|
||||
Net periodic benefit costs
|
|
$
|
25.0
|
|
|
$
|
23.6
|
|
|
$
|
2.4
|
|
|
$
|
2.8
|
|
Three Months Ended March 31
|
|
2017
|
|
2016
|
||||
Great Plains Energy
|
|
(millions)
|
||||||
Equity compensation expense
|
|
$
|
1.2
|
|
|
$
|
3.7
|
|
Income tax benefit
|
|
0.6
|
|
|
1.5
|
|
||
KCP&L
|
|
|
|
|
|
|
||
Equity compensation expense
|
|
$
|
0.8
|
|
|
$
|
2.5
|
|
Income tax benefit
|
|
0.4
|
|
|
1.0
|
|
|
Performance
Shares
|
|
Grant Date
Fair Value*
|
|||||||
Beginning balance January 1, 2017
|
|
625,100
|
|
|
|
|
$
|
28.13
|
|
|
Granted
|
|
236,433
|
|
|
|
|
31.26
|
|
|
|
Earned
|
|
(182,676
|
)
|
|
|
|
28.78
|
|
|
|
Forfeited
|
|
(32,264
|
)
|
|
|
|
27.74
|
|
|
|
Ending balance March 31, 2017
|
|
646,593
|
|
|
|
|
29.09
|
|
|
|
Nonvested
Restricted Stock
|
|
Grant Date
Fair Value*
|
|||||||
Beginning balance January 1, 2017
|
|
249,672
|
|
|
|
|
$
|
27.20
|
|
|
Granted and issued
|
|
78,840
|
|
|
|
|
28.60
|
|
|
|
Vested
|
|
(84,473
|
)
|
|
|
|
27.05
|
|
|
|
Forfeited
|
|
(7,320
|
)
|
|
|
|
27.58
|
|
|
|
Ending balance March 31, 2017
|
|
236,719
|
|
|
|
|
27.71
|
|
|
|
|
|
March 31
|
|
December 31
|
|||||||
|
Year Due
|
|
2017
|
|
2016
|
|||||||
KCP&L
|
|
|
|
(millions)
|
||||||||
General Mortgage Bonds
|
|
|
|
|
|
|
|
|
||||
2.47% EIRR bonds
(a)
|
2017-2023
|
|
|
$
|
110.5
|
|
|
|
|
$
|
110.5
|
|
7.15% Series 2009A (8.59% rate)
(b)
|
2019
|
|
|
400.0
|
|
|
|
|
400.0
|
|
||
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
|
|
||
3.65% Series
|
2025
|
|
|
350.0
|
|
|
|
|
350.0
|
|
||
6.05% Series (5.78% rate)
(b)
|
2035
|
|
|
250.0
|
|
|
|
|
250.0
|
|
||
5.30% Series
|
2041
|
|
|
400.0
|
|
|
|
|
400.0
|
|
||
EIRR Bonds
|
|
|
|
|
|
|
|
|
||||
0.773% Series 2007A and 2007B
(c)
|
2035
|
|
|
146.5
|
|
|
|
|
146.5
|
|
||
2.875% Series 2008
|
2038
|
|
|
23.4
|
|
|
|
|
23.4
|
|
||
Current maturities
|
|
|
|
(631.0
|
)
|
|
|
|
(281.0
|
)
|
||
Unamortized discount and debt issuance costs
|
|
|
|
(14.9
|
)
|
|
|
|
(15.4
|
)
|
||
Total KCP&L excluding current maturities
(d)
|
|
|
|
1,934.5
|
|
|
|
|
2,284.0
|
|
||
Other Great Plains Energy
|
|
|
|
|
|
|
|
|
|
|
||
GMO First Mortgage Bonds 9.44% Series
|
2018-2021
|
|
|
4.6
|
|
|
|
|
5.7
|
|
||
GMO Senior Notes
|
|
|
|
|
|
|
|
|
||||
8.27% Series
|
2021
|
|
|
80.9
|
|
|
|
|
80.9
|
|
||
3.49% Series A
|
2025
|
|
|
125.0
|
|
|
|
|
125.0
|
|
||
4.06% Series B
|
2033
|
|
|
75.0
|
|
|
|
|
75.0
|
|
||
4.74% Series C
|
2043
|
|
|
150.0
|
|
|
|
|
150.0
|
|
||
GMO Medium Term Notes
|
|
|
|
|
|
|
|
|
|
|
||
7.33% Series
|
2023
|
|
|
3.0
|
|
|
|
|
3.0
|
|
||
7.17% Series
|
2023
|
|
|
7.0
|
|
|
|
|
7.0
|
|
||
Great Plains Energy Senior Notes
|
|
|
|
|
|
|
|
|
||||
6.875% Series (7.33% rate)
(b)
|
2017
|
|
|
100.0
|
|
|
|
|
100.0
|
|
||
2.50% Series
|
2020
|
|
|
750.0
|
|
|
|
|
—
|
|
||
4.85% Series
|
2021
|
|
|
350.0
|
|
|
|
|
350.0
|
|
||
5.292% Series
|
2022
|
|
|
287.5
|
|
|
|
|
287.5
|
|
||
3.15% Series
|
2022
|
|
|
1,150.0
|
|
|
|
|
—
|
|
||
3.90% Series
|
2027
|
|
|
1,400.0
|
|
|
|
|
—
|
|
||
4.85% Series
|
2047
|
|
|
1,000.0
|
|
|
|
|
—
|
|
||
Current maturities
|
|
|
|
(101.1
|
)
|
|
|
|
(101.1
|
)
|
||
Unamortized discount and premium, net and debt issuance costs
|
|
|
|
(40.5
|
)
|
|
|
|
(1.8
|
)
|
||
Total Great Plains Energy excluding current maturities
(d)
|
|
|
|
$
|
7,275.9
|
|
|
|
|
$
|
3,365.2
|
|
(a)
|
Weighted-average interest rates at
March 31, 2017
|
(b)
|
Rate after amortizing gains/losses recognized in other comprehensive income (OCI) on settlements of interest rate hedging instruments
|
(c)
|
Variable rate
|
(d)
|
At
March 31, 2017
, and December 31, 2016, does not include
$50.0 million
and
$21.9 million
of secured Series 2005 Environmental Improvement Revenue Refunding (EIRR) bonds because the bonds were repurchased in September 2015 and are held by KCP&L
|
•
|
$750.0 million
of
2.50%
Notes, maturing in
2020
;
|
•
|
$1,150.0 million
of
3.15%
Notes, maturing in
2022
;
|
•
|
$1,400.0 million
of
3.90%
Notes, maturing in
2027
; and
|
•
|
$1,000.0 million
of
4.85%
Notes, maturing in
2047
.
|
|
2017
|
2018
|
2019
|
2020
|
||||||||
|
(millions)
|
|||||||||||
Great Plains Energy
|
$
|
43.4
|
|
$
|
36.6
|
|
$
|
11.5
|
|
$
|
14.0
|
|
KCP&L
|
34.9
|
|
16.5
|
|
7.6
|
|
13.0
|
|
|
|
March 31
|
|
December 31
|
||||||
|
|
2017
|
|
|
2016
|
|
||||
|
|
(millions)
|
|
|||||||
Net receivable from GMO
|
|
$
|
47.3
|
|
|
|
$
|
64.6
|
|
|
Net receivable from Great Plains Energy
|
|
21.8
|
|
|
|
2.6
|
|
|
Description
|
March 31
2017 |
|
|
Level 1
|
|
|
Level 2
|
|
Level 3
|
||||||||||||||
KCP&L
|
|
(millions)
|
|
||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Nuclear decommissioning trust
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
$
|
161.7
|
|
|
|
|
$
|
161.7
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
Debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury
|
|
28.2
|
|
|
|
|
28.2
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||||
U.S. Agency
|
|
1.7
|
|
|
|
|
—
|
|
|
|
|
1.7
|
|
|
|
|
—
|
|
|
||||
State and local obligations
|
|
4.1
|
|
|
|
|
—
|
|
|
|
|
4.1
|
|
|
|
|
—
|
|
|
||||
Corporate bonds
|
|
31.1
|
|
|
|
|
—
|
|
|
|
|
31.1
|
|
|
|
|
—
|
|
|
||||
Foreign governments
|
|
0.1
|
|
|
|
|
—
|
|
|
|
|
0.1
|
|
|
|
|
—
|
|
|
||||
Cash equivalents
|
|
5.6
|
|
|
|
|
5.6
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||||
Total nuclear decommissioning trust
|
|
232.5
|
|
|
|
|
195.5
|
|
|
|
|
37.0
|
|
|
|
|
—
|
|
|
||||
Self-insured health plan trust
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
0.7
|
|
|
|
|
0.7
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||||
Debt securities
|
|
2.6
|
|
|
|
|
—
|
|
|
|
|
2.6
|
|
|
|
|
—
|
|
|
||||
Cash and cash equivalents
|
|
8.0
|
|
|
|
|
8.0
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||||
Total self-insured health plan trust
|
|
11.3
|
|
|
|
|
8.7
|
|
|
|
|
2.6
|
|
|
|
|
—
|
|
|
||||
Total
|
|
$
|
243.8
|
|
|
|
|
$
|
204.2
|
|
|
|
|
$
|
39.6
|
|
|
|
|
$
|
—
|
|
|
Other Great Plains Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate derivative instruments
(c)
|
|
91.4
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
91.4
|
|
|
||||
Total
|
|
$
|
91.4
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
91.4
|
|
|
Great Plains Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Nuclear decommissioning trust
(a)
|
|
$
|
232.5
|
|
|
|
|
$
|
195.5
|
|
|
|
|
$
|
37.0
|
|
|
|
|
$
|
—
|
|
|
Self-insured health plan trust
(b)
|
|
11.3
|
|
|
|
|
8.7
|
|
|
|
|
2.6
|
|
|
|
|
—
|
|
|
||||
Interest rate derivative instruments
(c)
|
|
91.4
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
91.4
|
|
|
||||
Total
|
|
$
|
335.2
|
|
|
|
|
$
|
204.2
|
|
|
|
|
$
|
39.6
|
|
|
|
|
$
|
91.4
|
|
|
Description
|
December 31
2016 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
KCP&L
|
|
(millions)
|
|
||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Nuclear decommissioning trust
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
$
|
153.9
|
|
|
|
|
$
|
153.9
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
Debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury
|
|
27.8
|
|
|
|
|
27.8
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||||
U.S. Agency
|
|
1.7
|
|
|
|
|
—
|
|
|
|
|
1.7
|
|
|
|
|
—
|
|
|
||||
State and local obligations
|
|
3.2
|
|
|
|
|
—
|
|
|
|
|
3.2
|
|
|
|
|
—
|
|
|
||||
Corporate bonds
|
|
32.4
|
|
|
|
|
—
|
|
|
|
|
32.4
|
|
|
|
|
—
|
|
|
||||
Foreign governments
|
|
0.1
|
|
|
|
|
—
|
|
|
|
|
0.1
|
|
|
|
|
—
|
|
|
||||
Cash equivalents
|
|
3.8
|
|
|
|
|
3.8
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||||
Total nuclear decommissioning trust
|
|
222.9
|
|
|
|
|
185.5
|
|
|
|
|
37.4
|
|
|
|
|
—
|
|
|
||||
Self-insured health plan trust
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
0.9
|
|
|
|
|
0.9
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||||
Debt securities
|
|
4.8
|
|
|
|
|
0.1
|
|
|
|
|
4.7
|
|
|
|
|
—
|
|
|
||||
Cash and cash equivalents
|
|
5.6
|
|
|
|
|
5.6
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||||
Total self-insured health plan trust
|
|
11.3
|
|
|
|
|
6.6
|
|
|
|
|
4.7
|
|
|
|
|
—
|
|
|
||||
Total
|
|
$
|
234.2
|
|
|
|
|
$
|
192.1
|
|
|
|
|
$
|
42.1
|
|
|
|
|
$
|
—
|
|
|
Other Great Plains Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate derivative instruments
(c)
|
|
79.3
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
79.3
|
|
|
||||
Total
|
|
$
|
79.3
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
79.3
|
|
|
Great Plains Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Nuclear decommissioning trust
(a)
|
|
$
|
222.9
|
|
|
|
|
$
|
185.5
|
|
|
|
|
$
|
37.4
|
|
|
|
|
$
|
—
|
|
|
Self-insured health plan trust
(b)
|
|
11.3
|
|
|
|
|
6.6
|
|
|
|
|
4.7
|
|
|
|
|
—
|
|
|
||||
Interest rate derivative instruments
(c)
|
|
79.3
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
79.3
|
|
|
||||
Total
|
|
$
|
313.5
|
|
|
|
|
$
|
192.1
|
|
|
|
|
$
|
42.1
|
|
|
|
|
$
|
79.3
|
|
|
(a)
|
Fair value is based on quoted market prices of the investments held by the 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 1 are comprised of U.S. Treasury securities. Debt securities classified as Level 2 are comprised of corporate bonds, U.S. Agency, state and local obligations, and other asset-backed securities.
|
(c)
|
At March 31, 2017, the fair value of interest rate derivative instruments is based on the settlement value of
$140.6 million
discounted by a contingency factor of
0.35
that management believes is representative of what a market participant would use in valuing these instruments in order to account for the contingent nature of the cash settlement of these instruments. At December 31, 2016, the fair value of interest rate derivative instruments is determined by calculating the net present value of expected payments and receipts under the interest rate swaps using observable market inputs including interest rates and LIBOR swap rates discounted by a contingency factor of
0.35
. A decrease in the contingency factor would result in a higher fair value measurement. Management expects that the contingency factor will decrease as the Company obtains certain regulatory approvals connected with the anticipated acquisition of Westar but could also increase in response to facts and circumstances that in the view of a market participant, would increase the likelihood that the anticipated acquisition of Westar is not consummated. Because of the unobservable nature of the contingency factor, the interest rate derivatives have been classified as Level 3.
|
Great Plains Energy
|
|
||
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
|
|
||
|
Derivative Instruments
|
||
|
2017
|
||
|
(millions)
|
||
Net asset at January 1
|
$
|
79.3
|
|
Total unrealized gains:
|
|
|
|
included in interest charges
|
12.1
|
|
|
Net asset at March 31
|
$
|
91.4
|
|
Total unrealized gains relating to assets still on the consolidated balance sheet at March 31:
|
|
||
included in interest charges
|
$
|
12.1
|
|
Great Plains Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Gains and Losses on Cash Flow Hedges
(a)
|
|
Defined Benefit Pension Items
(a)
|
|
|
Total
(a)
|
|
||||||||||
|
|
(millions)
|
||||||||||||||||
Three Months Ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning balance January 1
|
|
|
$
|
(4.5
|
)
|
|
|
|
$
|
(2.1
|
)
|
|
|
|
$
|
(6.6
|
)
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
|
1.4
|
|
|
|
|
0.1
|
|
|
|
|
1.5
|
|
|
|||
Net current period other comprehensive income
|
|
|
1.4
|
|
|
|
|
0.1
|
|
|
|
|
1.5
|
|
|
|||
Ending balance March 31
|
|
|
$
|
(3.1
|
)
|
|
|
|
$
|
(2.0
|
)
|
|
|
|
$
|
(5.1
|
)
|
|
Three Months Ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning balance January 1
|
|
|
$
|
(10.1
|
)
|
|
|
|
$
|
(1.9
|
)
|
|
|
|
$
|
(12.0
|
)
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
|
1.4
|
|
|
|
|
0.1
|
|
|
|
|
1.5
|
|
|
|||
Net current period other comprehensive income
|
|
|
1.4
|
|
|
|
|
0.1
|
|
|
|
|
1.5
|
|
|
|||
Ending balance March 31
|
|
|
$
|
(8.7
|
)
|
|
|
|
$
|
(1.8
|
)
|
|
|
|
$
|
(10.5
|
)
|
|
KCP&L
|
|
|
|
|
||
|
|
Gains and Losses on Cash Flow Hedges
(a)
|
||||
|
|
(millions)
|
||||
Three Months Ended March 31, 2017
|
|
|
|
|
||
Beginning balance January 1
|
|
|
$
|
(4.2
|
)
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
|
1.3
|
|
|
|
Net current period other comprehensive income
|
|
|
1.3
|
|
|
|
Ending balance March 31
|
|
|
$
|
(2.9
|
)
|
|
Three Months Ended March 31, 2016
|
|
|
|
|
||
Beginning balance January 1
|
|
|
$
|
(9.6
|
)
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
|
1.4
|
|
|
|
Net current period other comprehensive income
|
|
|
1.4
|
|
|
|
Ending balance March 31
|
|
|
$
|
(8.2
|
)
|
|
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
|
|
2017
|
|
2016
|
|
|
||||
|
|
(millions)
|
|
|
||||||
Gains and (losses) on cash flow hedges (effective portion)
|
|
|
|
|
|
|
||||
Interest rate contracts
|
|
$
|
(2.3
|
)
|
|
$
|
(2.3
|
)
|
|
Interest charges
|
|
|
(2.3
|
)
|
|
(2.3
|
)
|
|
Income (loss) before income tax (expense) benefit and income from equity investments
|
||
|
|
0.9
|
|
|
0.9
|
|
|
Income tax (expense) benefit
|
||
|
|
$
|
(1.4
|
)
|
|
$
|
(1.4
|
)
|
|
Net income (loss)
|
Amortization of defined benefit pension items
|
|
|
|
|
|
|
||||
Net losses included in net periodic benefit costs
|
|
$
|
(0.2
|
)
|
|
$
|
(0.2
|
)
|
|
Utility operating and maintenance expenses
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
Income (loss) before income tax (expense) benefit and income from equity investments
|
||
|
|
0.1
|
|
|
0.1
|
|
|
Income tax (expense) benefit
|
||
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
Net income (loss)
|
|
|
|
|
|
|
|
||||
Total reclassifications, net of tax
|
|
$
|
(1.5
|
)
|
|
$
|
(1.5
|
)
|
|
Net income (loss)
|
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
|
|
2017
|
|
2016
|
|
|
||||
|
|
(millions)
|
|
|
||||||
Gains and (losses) on cash flow hedges (effective portion)
|
|
|
|
|
|
|
||||
Interest rate contracts
|
|
$
|
(2.2
|
)
|
|
$
|
(2.3
|
)
|
|
Interest charges
|
|
|
(2.2
|
)
|
|
(2.3
|
)
|
|
Income before income tax expense
|
||
|
|
0.9
|
|
|
0.9
|
|
|
Income tax benefit
|
||
Total reclassifications, net of tax
|
|
$
|
(1.3
|
)
|
|
$
|
(1.4
|
)
|
|
Net income
|
|
|||||||
Great Plains Energy
|
|
|
|
||||
Three Months Ended March 31
|
2017
|
|
2016
|
||||
Current income taxes
|
(millions)
|
||||||
Federal
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
State
|
0.2
|
|
|
0.2
|
|
||
Total
|
0.2
|
|
|
0.1
|
|
||
Deferred income taxes
|
|
|
|
|
|
||
Federal
|
(4.5
|
)
|
|
9.7
|
|
||
State
|
(1.1
|
)
|
|
2.3
|
|
||
Total
|
(5.6
|
)
|
|
12.0
|
|
||
Investment tax credit amortization
|
(0.4
|
)
|
|
(0.4
|
)
|
||
Income tax expense (benefit)
|
$
|
(5.8
|
)
|
|
$
|
11.7
|
|
KCP&L
|
|
||||||
Three Months Ended March 31
|
2017
|
|
2016
|
||||
Current income taxes
|
(millions)
|
||||||
Federal
|
$
|
(0.1
|
)
|
|
$
|
0.4
|
|
State
|
—
|
|
|
0.1
|
|
||
Total
|
(0.1
|
)
|
|
0.5
|
|
||
Deferred income taxes
|
|
|
|
|
|
||
Federal
|
7.8
|
|
|
8.4
|
|
||
State
|
1.4
|
|
|
2.0
|
|
||
Total
|
9.2
|
|
|
10.4
|
|
||
Investment tax credit amortization
|
(0.3
|
)
|
|
(0.2
|
)
|
||
Income tax expense
|
$
|
8.8
|
|
|
$
|
10.7
|
|
Great Plains Energy
|
|
||||
Three Months Ended March 31
|
2017
|
|
2016
|
||
Federal statutory income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
Differences between book and tax depreciation not normalized
|
—
|
|
|
0.5
|
|
Amortization of investment tax credits
|
(0.4
|
)
|
|
(0.9
|
)
|
Federal income tax credits
|
(1.5
|
)
|
|
(8.0
|
)
|
State income taxes
|
4.2
|
|
|
4.2
|
|
Transaction costs
|
3.1
|
|
|
—
|
|
Other
|
(2.5
|
)
|
|
—
|
|
Effective income tax rate
|
37.9
|
%
|
|
30.8
|
%
|
KCP&L
|
|
||||
Three Months Ended March 31
|
2017
|
|
2016
|
||
Federal statutory income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
Differences between book and tax depreciation not normalized
|
(0.1
|
)
|
|
0.4
|
|
Amortization of investment tax credits
|
(0.3
|
)
|
|
(0.7
|
)
|
Federal income tax credits
|
(1.8
|
)
|
|
(7.8
|
)
|
State income taxes
|
4.0
|
|
|
3.9
|
|
Other
|
1.5
|
|
|
(0.5
|
)
|
Effective income tax rate
|
38.3
|
%
|
|
30.3
|
%
|
Three Months Ended March 31, 2017
|
Electric
Utility
|
|
Other
|
|
Eliminations
|
|
Great Plains
Energy
|
||||||||||||||||
|
|
(millions)
|
|||||||||||||||||||||
Operating revenues
|
|
$
|
570.7
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
570.7
|
|
|
Depreciation and amortization
|
|
(90.3
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(90.3
|
)
|
|
||||
Interest (charges) income
|
|
(50.1
|
)
|
|
|
|
(24.5
|
)
|
|
|
|
8.0
|
|
|
|
|
(66.6
|
)
|
|
||||
Income tax (expense) benefit
|
|
(10.1
|
)
|
|
|
|
15.9
|
|
|
|
|
—
|
|
|
|
|
5.8
|
|
|
||||
Net income (loss)
|
|
16.1
|
|
|
|
|
(25.7
|
)
|
|
|
|
—
|
|
|
|
|
(9.6
|
)
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended March 31, 2016
|
Electric
Utility
|
|
Other
|
|
Eliminations
|
|
Great Plains
Energy
|
||||||||||||||||
|
|
(millions)
|
|||||||||||||||||||||
Operating revenues
|
|
$
|
572.1
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
572.1
|
|
|
Depreciation and amortization
|
|
(85.2
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(85.2
|
)
|
|
||||
Interest (charges) income
|
|
(49.1
|
)
|
|
|
|
(10.1
|
)
|
|
|
|
8.0
|
|
|
|
|
(51.2
|
)
|
|
||||
Income tax (expense) benefit
|
|
(13.1
|
)
|
|
|
|
1.4
|
|
|
|
|
—
|
|
|
|
|
(11.7
|
)
|
|
||||
Net income (loss)
|
|
29.0
|
|
|
|
|
(2.6
|
)
|
|
|
|
—
|
|
|
|
|
26.4
|
|
|
|
Electric
Utility
|
|
Other
|
|
Eliminations
|
|
Great Plains
Energy
|
||||||||||||||||
March 31, 2017
|
|
(millions)
|
|
||||||||||||||||||||
Assets
|
|
$
|
11,465.6
|
|
|
|
|
$
|
6,729.5
|
|
|
|
|
$
|
(397.6
|
)
|
|
|
|
$
|
17,797.5
|
|
|
Capital expenditures
(a)
|
|
116.6
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
116.6
|
|
|
||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets
|
|
$
|
11,444.2
|
|
|
|
|
$
|
2,461.3
|
|
|
|
|
$
|
(335.5
|
)
|
|
|
|
$
|
13,570.0
|
|
|
Capital expenditures
(a)
|
|
609.4
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
609.4
|
|
|
Three Months Ended March 31, 2017
|
|
|
|||||||
Reconciliation of GAAP to Non-GAAP
|
|
|
|
Earnings (loss)
per
diluted
share
|
|||||
|
|
(millions, except per share amounts)
|
|||||||
Loss available for common shareholders
|
|
$
|
(24.7
|
)
|
|
$
|
(0.11
|
)
|
|
Costs to achieve the anticipated acquisition of Westar:
|
|
|
|
|
|||||
Operating expense, pre-tax
(a)
|
|
39.4
|
|
|
0.25
|
|
|||
Financing, pre-tax
(b)
|
|
26.6
|
|
|
0.17
|
|
|||
Mark-to-market impacts of interest rate swaps, pre-tax
(c)
|
|
(12.1
|
)
|
|
(0.08
|
)
|
|||
Interest income, pre-tax
(d)
|
|
(4.6
|
)
|
|
(0.03
|
)
|
|||
Income tax benefit
(e)
|
|
(19.8
|
)
|
|
(0.13
|
)
|
|||
Preferred stock
(f)
|
|
15.1
|
|
|
0.10
|
|
|||
Dilutive impact of October 2016 share issuance
(g)
|
|
N/A
|
|
|
(0.04
|
)
|
|||
Adjusted earnings (non-GAAP)
|
|
$
|
19.9
|
|
|
$
|
0.13
|
|
|
Average Shares Outstanding
|
|
|
|
|
|||||
Shares used in calculating diluted loss per common share
|
|
215.3
|
|||||||
Adjustment for October 2016 share issuance
(g)
|
|
(60.5)
|
|||||||
Shares used in calculating adjusted earnings per share (non-GAAP)
|
|
154.8
|
Three Months Ended March 31
|
2017
|
|
2016
|
||||
|
(millions)
|
||||||
Operating revenues
|
$
|
570.7
|
|
|
$
|
572.1
|
|
Fuel and purchased power
|
(126.5
|
)
|
|
(135.6
|
)
|
||
Transmission
|
(23.1
|
)
|
|
(23.5
|
)
|
||
Other operating expenses
|
(244.0
|
)
|
|
(237.9
|
)
|
||
Costs to achieve the anticipated acquisition of Westar
|
(39.4
|
)
|
|
—
|
|
||
Depreciation and amortization
|
(90.3
|
)
|
|
(85.2
|
)
|
||
Operating income
|
47.4
|
|
|
89.9
|
|
||
Non-operating income and expenses
|
2.9
|
|
|
(1.3
|
)
|
||
Interest charges
|
(66.6
|
)
|
|
(51.2
|
)
|
||
Income tax (expense) benefit
|
5.8
|
|
|
(11.7
|
)
|
||
Income from equity investments
|
0.9
|
|
|
0.7
|
|
||
Net income (loss)
|
(9.6
|
)
|
|
26.4
|
|
||
Preferred dividends
|
(15.1
|
)
|
|
(0.4
|
)
|
||
Earnings (loss) available for common shareholders
|
$
|
(24.7
|
)
|
|
$
|
26.0
|
|
Reconciliation of gross margin to operating revenue:
|
|
|
|
||||
Operating revenues
|
$
|
570.7
|
|
|
$
|
572.1
|
|
Fuel and purchased power
|
(126.5
|
)
|
|
(135.6
|
)
|
||
Transmission
|
(23.1
|
)
|
|
(23.5
|
)
|
||
Gross margin
(a)
|
$
|
421.1
|
|
|
$
|
413.0
|
|
(a)
|
Gross margin is a non-GAAP financial measure. See explanation of gross margin below.
|
•
|
a $6.4 million increase in other operating expenses driven by an increase in program costs for energy efficiency programs under MEEIA;
|
•
|
$11.7 million of costs to achieve the anticipated acquisition of Westar;
|
•
|
a $5.1 million increase in depreciation and amortization expense driven by capital additions;
|
•
|
an $8.1 million increase in gross margin primarily driven by weather-normalized retail demand and an increase in recovery of program costs for energy efficiency programs under MEEIA, partially offset by milder weather; and
|
•
|
a $3.0 million decrease in income tax expense primarily due to a decrease in pre-tax income partially offset by lower tax credits.
|
•
|
$27.7 million of operating expenses for costs to achieve the anticipated acquisition of Westar;
|
•
|
$26.6 million of interest charges incurred to finance the anticipated acquisition of Westar, including fees for a bridge term loan facility and interest on Great Plains Energy's $4.3 billion senior notes issued in March 2017;
|
•
|
a $12.1 million mark-to-market gain on interest rate swaps entered into in June 2016 to hedge against interest rate fluctuations prior to Great Plains Energy's issuance of $4.3 billion senior notes in March 2017 to finance a portion of the cash consideration for the anticipated acquisition of Westar
;
|
•
|
$4.6 million of interest income earned on the proceeds from Great Plains Energy's October 2016 common stock and depositary share offerings and March 2017 issuance of senior notes to finance the cash consideration for the anticipated acquisition of Westar;
|
•
|
$15.1 million of income tax benefit related to these items; and
|
•
|
$15.1 million of reductions to earnings available for common shareholders related to preferred stock dividend requirements for Great Plains Energy's Series B Preferred Stock issued in October 2016.
|
Three Months Ended March 31
|
2017
|
|
2016
|
||||
|
(millions)
|
||||||
Operating revenues
|
$
|
570.7
|
|
|
$
|
572.1
|
|
Fuel and purchased power
|
(126.5
|
)
|
|
(135.6
|
)
|
||
Transmission
|
(23.1
|
)
|
|
(23.5
|
)
|
||
Other operating expenses
|
(242.7
|
)
|
|
(236.3
|
)
|
||
Costs to achieve the anticipated acquisition of Westar
|
(11.7
|
)
|
|
—
|
|
||
Depreciation and amortization
|
(90.3
|
)
|
|
(85.2
|
)
|
||
Operating income
|
76.4
|
|
|
91.5
|
|
||
Non-operating income and expenses
|
(0.1
|
)
|
|
(0.3
|
)
|
||
Interest charges
|
(50.1
|
)
|
|
(49.1
|
)
|
||
Income tax expense
|
(10.1
|
)
|
|
(13.1
|
)
|
||
Net income
|
$
|
16.1
|
|
|
$
|
29.0
|
|
Reconciliation of gross margin to operating revenue
|
|
|
|
||||
Operating revenues
|
$
|
570.7
|
|
|
$
|
572.1
|
|
Fuel and purchased power
|
(126.5
|
)
|
|
(135.6
|
)
|
||
Transmission
|
(23.1
|
)
|
|
(23.5
|
)
|
||
Gross margin
(a)
|
$
|
421.1
|
|
|
$
|
413.0
|
|
(a)
|
Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Results of Operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
an estimated $5 million increase due to weather-normalized retail demand;
|
•
|
a $5.8 million increase for recovery of program costs for energy efficiency programs under MEEIA, which have a direct offset in utility operating and maintenance expense; and
|
•
|
an estimated $3 million decrease due to milder weather with a 7% decrease in heating degree days in the first quarter of 2017.
|
•
|
Great Plains Energy's cash and cash equivalents increased $5.3 billion due to the proceeds from Great Plains Energy's March 2017 issuance of $4.3 billion senior notes and the maturity of a $1.0 billion time deposit.
|
•
|
Great Plains Energy's time deposit decreased $1.0 billion due to its maturity.
|
•
|
Great Plains Energy's receivables, net decreased $55.6 million primarily due to seasonal decreases in customer accounts receivable.
|
•
|
Great Plains Energy's interest rate derivative instruments increased $12.1 million due to a mark-to-market gain on interest rate swaps entered into in June 2016 to hedge against interest rate fluctuations prior to Great Plains Energy's issuance of $4.3 billion senior notes in March 2017 to finance a portion of the cash consideration for the anticipated acquisition of Westar.
|
•
|
Great Plains Energy's commercial paper
increased
$119.9 million
due to an increase in commercial paper of $57.5 million at GMO and $62.4 million at KCP&L due to borrowings for general corporate purposes.
|
•
|
Great Plains Energy's current maturities of long-term debt increased $350.0 million due to the reclassification of KCP&L's $350.0 million of 6.375% Senior Notes from long-term to current.
|
•
|
Great Plains Energy's accounts payable decreased $146.0 million primarily due to the timing of cash payments.
|
•
|
Great Plains Energy's accrued taxes increased $36.3 million primarily due to the timing of property tax payments.
|
•
|
Great Plains Energy's accrued interest increased $26.5 million primarily due to additional interest incurred from Great Plains Energy's issuance of $4.3 billion senior notes in March 2017 along with the timing of interest payments.
|
•
|
Great Plains Energy's long-term debt increased $3.9 billion due to the March 2017 issuance, at a discount, of Great Plains Energy's $4.3 billion senior notes partially offset by the reclassification of KCP&L's $350.0 million of 6.375% Senior Notes from long-term to current.
|
•
|
$750.0 million of 2.50% Notes, maturing in 2020;
|
•
|
$1,150.0 million of 3.15% Notes, maturing in 2022;
|
•
|
$1,400.0 million of 3.90% Notes, maturing in 2027; and
|
•
|
$1,000.0 million of 4.85% Notes, maturing in 2047.
|
Three Months Ended March 31
|
|
2017
|
|
2016
|
|
||||
|
(millions)
|
||||||||
Operating revenues
|
|
$
|
395.9
|
|
|
$
|
400.9
|
|
|
Fuel and purchased power
|
|
(78.9
|
)
|
|
(86.3
|
)
|
|
||
Transmission
|
|
(14.3
|
)
|
|
(15.4
|
)
|
|
||
Other operating expenses
|
|
(171.3
|
)
|
|
(167.5
|
)
|
|
||
Costs to achieve the anticipated acquisition of Westar
|
|
(7.9
|
)
|
|
—
|
|
|
||
Depreciation and amortization
|
|
(65.3
|
)
|
|
(61.1
|
)
|
|
||
Operating income
|
|
58.2
|
|
|
70.6
|
|
|
||
Non-operating income and expenses
|
|
0.4
|
|
|
—
|
|
|
||
Interest charges
|
|
(35.6
|
)
|
|
(35.3
|
)
|
|
||
Income tax expense
|
|
(8.8
|
)
|
|
(10.7
|
)
|
|
||
Net income
|
|
$
|
14.2
|
|
|
$
|
24.6
|
|
|
Reconciliation of gross margin to operating revenue:
|
|
|
|
|
|
||||
Operating revenues
|
|
$
|
395.9
|
|
|
$
|
400.9
|
|
|
Fuel and purchased power
|
|
(78.9
|
)
|
|
(86.3
|
)
|
|
||
Transmission
|
|
(14.3
|
)
|
|
(15.4
|
)
|
|
||
Gross margin
(a)
|
|
$
|
302.7
|
|
|
$
|
299.2
|
|
|
(a)
|
Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Results of Operations.
|
|
Revenues and Costs
|
|
%
|
|
MWhs Sold
|
|
%
|
||||||||||||
Three Months Ended March 31
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||
Retail revenues
|
(millions)
|
|
|
|
(thousands)
|
|
|
||||||||||||
Residential
|
$
|
139.8
|
|
|
$
|
141.8
|
|
|
(1
|
)
|
|
1,190
|
|
|
1,209
|
|
|
(2
|
)
|
Commercial
|
175.4
|
|
|
174.0
|
|
|
1
|
|
|
1,784
|
|
|
1,784
|
|
|
—
|
|
||
Industrial
|
31.9
|
|
|
32.3
|
|
|
(1
|
)
|
|
422
|
|
|
446
|
|
|
(6
|
)
|
||
Other retail revenues
|
2.7
|
|
|
3.3
|
|
|
(18
|
)
|
|
19
|
|
|
22
|
|
|
(11
|
)
|
||
Provision for rate refund
|
0.1
|
|
|
0.1
|
|
|
4
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||
Energy efficiency (MEEIA)
(a)
|
8.6
|
|
|
7.9
|
|
|
9
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||
Total retail
|
358.5
|
|
|
359.4
|
|
|
—
|
|
|
3,415
|
|
|
3,461
|
|
|
(1
|
)
|
||
Wholesale revenues
|
29.9
|
|
|
34.7
|
|
|
(14
|
)
|
|
1,884
|
|
|
2,253
|
|
|
(16
|
)
|
||
Other revenues
|
7.5
|
|
|
6.8
|
|
|
11
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||
Operating revenues
|
395.9
|
|
|
400.9
|
|
|
(1
|
)
|
|
5,299
|
|
|
5,714
|
|
|
(7
|
)
|
||
Fuel and purchased power
|
(78.9
|
)
|
|
(86.3
|
)
|
|
(9
|
)
|
|
|
|
|
|
|
|||||
Transmission
|
(14.3
|
)
|
|
(15.4
|
)
|
|
(7
|
)
|
|
|
|
|
|
|
|||||
Gross margin
(b)
|
$
|
302.7
|
|
|
$
|
299.2
|
|
|
1
|
|
|
|
|
|
|
|
|
|
(a)
|
Consists of recovery of program costs of $7.8 million and $4.6 million for the three months ended March 31, 2017, and 2016, respectively, that have a direct offset in operating and maintenance expenses and recovery of throughput disincentive of $0.8 million and $3.3 million for the three months ended March 31, 2017, and 2016, respectively.
|
(b)
|
Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Results of Operations.
|
•
|
an estimated $5 million increase due to weather-normalized retail demand;
|
•
|
a $3.2 million increase for recovery of program costs for energy efficiency programs under MEEIA, which have a direct offset in utility operating and maintenance expense; and
|
•
|
an estimated $3 million decrease due to milder weather with a 7% decrease in heating degree days in the first quarter of 2017.
|
Nominee
|
Votes For
|
Votes Withheld
|
Broker Non-Vote
|
Terry Bassham
|
164,660,764
|
2,896,994
|
26,385,501
|
David L. Bodde
|
164,368,244
|
3,189,514
|
26,385,501
|
Randall C. Ferguson, Jr.
|
164,712,422
|
2,845,336
|
26,385,501
|
Gary D. Forsee
|
165,037,152
|
2,520,606
|
26,385,501
|
Scott D. Grimes
|
165,698,424
|
1,859,334
|
26,385,501
|
Thomas D. Hyde
|
165,303,357
|
2,254,401
|
26,385,501
|
Ann D. Murtlow
|
164,858,439
|
2,699,319
|
26,385,501
|
Sandra J. Price
|
165,250,403
|
2,307,355
|
26,385,501
|
John J. Sherman
|
165,514,083
|
2,043,675
|
26,385,501
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Vote
|
161,545,712
|
5,327,333
|
684,713
|
26,385,501
|
1 YEAR
|
|
2 YEARS
|
|
3 YEARS
|
|
ABSTAIN
|
|
Broker Non-Vote
|
144,622,595
|
|
586,533
|
|
21,826,271
|
|
522,359
|
|
26,385,501
|
Votes For
|
Votes Against
|
Abstentions
|
192,254,592
|
1,325,452
|
363,215
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Vote
|
35,018,525
|
129,021,024
|
3,518,209
|
26,385,501
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Vote
|
40,786,663
|
123,878,247
|
2,892,848
|
26,385,501
|
Exhibit
Number
|
|
Description of Document
|
|
Registrant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
*
|
Fifth Supplemental Indenture, dated as of March 9, 2017, between Great Plains Energy and The Bank of New York Trust Company, N.A. as trustee (Exhibit 4.1 to Form 8-K filed on March 9, 2017).
|
|
Great Plains Energy
|
|
|
|
|
|
10.1
|
+
|
Form of 2017 three-year Performance Share Agreement.
|
|
Great Plains Energy
KCP&L
|
|
|
|
|
|
10.2
|
+
|
Form of 2017 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, 2017.
|
|
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, 2017.
|
|
Great Plains Energy
KCP&L
|
|
|
|
|
|
10.5
|
+
|
Letter Agreement dated March 7, 2017, by and between Michael L. Deggendorf, Great Plains Energy Incorporated, Kansas City Power & Light Company and KCP&L Greater Missouri Operations Company.
|
|
Great Plains Energy
KCP&L
|
|
|
|
|
|
10.6
|
+
|
Retirement Agreement dated May 1, 2017, by and between Scott H. Heidtbrink, Great Plains Energy Incorporated, Kansas City Power & Light Company and KCP&L Greater Missouri Operations Company.
|
|
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 Kevin E. Bryant.
|
|
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 Kevin E. Bryant.
|
|
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
|
|
|
GREAT PLAINS ENERGY INCORPORATED
|
|
|
|
Dated:
|
May 4, 2017
|
By:
/s/ Terry Bassham
|
|
|
(Terry Bassham)
|
|
|
(Chief Executive Officer)
|
|
|
|
Dated:
|
May 4, 2017
|
By:
/s/ Steven P. Busser
|
|
|
(Steven P. Busser)
|
|
|
(Principal Accounting Officer)
|
|
|
KANSAS CITY POWER & LIGHT COMPANY
|
|
|
|
Dated:
|
May 4, 2017
|
By:
/s/ Terry Bassham
|
|
|
(Terry Bassham)
|
|
|
(Chief Executive Officer)
|
|
|
|
Dated:
|
May 4, 2017
|
By:
/s/ Steven P. Busser
|
|
|
(Steven P. Busser)
|
|
|
(Principal Accounting Officer)
|
1.
|
Performance Share Award.
The Company hereby grants to the Grantee an Award of _______ Performance Shares for the
three-year period ending December 31, 2019
(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 any such dividend was 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 withheld cash portion of the Award is insufficient to satisfy fully the Company's tax withholding obligation and unless otherwise elected by the Grantee or not permitted by the Compensation and Development Committee (which may disallow share withholding at any time), all of the Company's remaining tax
|
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 not, however, 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.
|
GREAT PLAINS ENERGY INCORPORATED
|
|
|
|
By: _____________________________________
|
________________________________________
|
|
_______________
|
|
Grantee
|
|
|
|
[Date]
|
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.
|
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, 2020
(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
|
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.
|
GREAT PLAINS ENERGY INCORPORATED
|
|
|
|
By: ________________________________
|
By: ________________________________
|
|
_________________
Grantee
|
|
|
|
Dated: ______
|
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
|
•
|
33.33% of any bonus you would otherwise have been eligible to receive under the Great Plains Energy / Kansas City Power & Light Company / KCP&L Greater Missouri Operations Company Annual Incentive Plan (the "
AIP
") for 2016 if your employment had continued in a role eligible for the AIP. (33.33% reflects the portion of 2016 you provided services to the Employer not under this Agreement.)
|
•
|
continued participation in the Great Plains Energy Incorporated 401(k) Savings Plan and Employer match;
|
•
|
continued participation in the Great Plains Energy Incorporated Management Pension Plan;
|
•
|
continued participation in the Great Plains Energy Incorporated Non-Union Employees Health & Welfare Plan;
|
•
|
continued eligibility for the standard levels of participation in Employer's wellness programs;
|
•
|
continued eligibility to receive Employer's contributions to your health savings account;
|
•
|
continued eligibility for the standard levels of participation in Employer's vacation, holiday and paid time-off programs and policies;
|
•
|
continued access to professional financial planning services (currently offered through Ayco) (this benefit will be taxable as compensation);
|
•
|
continued access to Employer's executive physical program (this benefit will be taxable as compensation);
|
•
|
continued access to have eligible charitable contributions matched in accordance with Employer's charitable matching contribution program;
|
•
|
eligibility to participate in the Great Plains Energy Incorporated retiree medical health care plan;
|
•
|
continued eligibility to have reasonable business travel and reasonable business training expenses reimbursed; and
|
•
|
reasonable access to Employer facilities, office, computer, phone and other equipment and other Employer support resources relating to the same as agreed to between Employer and Company prior to support services being provided.
|
•
|
Any benefits, payments or other compensation under the AIP other than any AIP compensation relating to (1) any prorated bonus under the AIP for the portion of 2016 prior to the Commencement Date (as noted above), (2) periods before 2016 for which you have elected to defer AIP bonuses in accordance with applicable tax laws and subject to the terms and conditions of the Great Plains Energy Incorporated Nonqualified Deferred Compensation Plan (as amended and restated for I.R.C. §409A) (the "
NQDC Plan
") as noted immediately below, or (3) the period of 2016 prior to the Commencement Date for which you have elected to defer AIP bonuses in accordance with applicable tax laws and the NQDC Plan;
|
•
|
After 2016, eligibility to make any new deferrals under the NQDC Plan; provided, however, solely as provided under the NQDC Plan, you will remain eligible to continue to receive earnings credits on existing deferrals in accordance with the NQDC Plan. All existing accounts under the NQDC Plan will be eligible to be paid in accordance with the terms of the NQDC Plan; and
|
•
|
Any additional benefit accruals under the Great Plains Energy Incorporated Supplemental Executive Retirement Plan, as amended and restated for I.R.C. §409A as amended January 1, 2014 (the "
SERP
"), including any right to accrue any additional Years of Service under the SERP.
|
•
|
Your Change in Control Severance Agreement, dated September 6, 2006, between Employer and yourself;
|
•
|
That form of Indemnification Agreement, dated April 14, 2014, between Employer and yourself; and
|
•
|
All Employer-provided Director & Officer Insurance and fiduciary liability coverage for events and actions after your Commencement Date; provided however that Employer may agree to procure up to $1 million of Director & Officer Insurance and fiduciary liability insurance for you (an "Employer-Procured Policy"), in your capacity as Chief Executive Officer of the Company, as a service pursuant to the Administrative Services Agreement by and between the Company, Great Plains Energy, and KCP&L (the "Services Agreement") if the Company agrees in writing to reimburse Employer for all costs and liabilities (including premiums, deductibles, retentions, co-pays or any other expense) relating to such Employer-Procured Policy. If the Company so agrees to reimburse Employer for all costs and liabilities associated with your coverage under an Employer-Procured Policy, such coverage will be procured within a reasonable period of time after such agreement between the Company and the Employer is entered into and in no event earlier than the Services Agreement has been executed by all parties. As of the date of this Agreement no such Employer-Procured Policy has been procured nor does any other indemnification obligation of the Employer to you exist under any Employer-provided Director & Officer insurance or fiduciary liability policy. To the extent any such Employer-Procured Policy is purchased on your behalf, the coverage under the Employer-Procured Policy will be limited solely to the period the Service Agreement is in effect, or, if less, the period of coverage under the Employer-Procured Policy. Any coverage available under the Employer-Procured Policy will be limited solely to the coverage under such written policy and subject in all cases to such policy's terms, conditions, limitations and retentions provided thereunder and under no circumstances will it exceed $1 million. The Employer expressly disclaims any responsibility to provide any additional coverage or have any additional liability relating to such policy. Regardless of whether any Employer-Procured Policy is procured or not, under no
|
•
|
Your primary work location will be Northland. Company may require you to travel from time to time as your duties require, for which you will be reimbursed;
|
•
|
You shall provide services to Company, on an exclusive and full-time basis, in the capacity of Chief Executive Officer with responsibilities pertaining thereto.
|
•
|
Unless otherwise directed by Employer, you shall not report to anyone at Employer but will be designated as an employee under the Senior Director of GXP Investments, Inc. for purposes of organizational structure. For matters at Company, you shall report to Company's Board of Directors and comply with Company's policies.
|
•
|
Out of or in any manner related to your employment with Employer;
|
•
|
Under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e-5; or
|
•
|
Under the Age Discrimination in Employment Act ("ADEA"), as amended, 29 U.S.C. § 621, et seq., including the provisions of the Older Workers Benefits Protection Act amendments to the ADEA; or
|
•
|
Under the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101, et seq.; or
|
•
|
Under any and all federal, state or local discrimination statutes, laws, ordinances, regulations or Executive Orders including but not limited to the Missouri Human Rights Act, or other applicable state discrimination act; or
|
•
|
Under Family and Medical Leave Act ("FMLA"), or any comparable state statute; or
|
•
|
Under any exception to the employment-at-will doctrine, including any common-law theory sounding in tort, contract, or public policy; or
|
•
|
Under the provisions of any state or local wage and hour law or ordinance; or
|
•
|
Under the National Labor Relations Act, as amended, 29 U.S.C. Subsection 141, et seq.; or
|
•
|
Under any state "service letter" statute, including but not limited to Missouri's Service Letter Statute, R.S.Mo. 290.140; or
|
•
|
Under the Equal Pay Act of 1963, as amended; or
|
•
|
Under the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended, except this Release shall not be construed as limiting your rights of election or claim for payment of benefits under an Employer-sponsored ERISA plan; or
|
•
|
Under Section 806 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1514A; or
|
•
|
Under the Change in Control Severance Agreement dated as of September 6, 2006.
|
|
Very truly yours,
GREAT PLAINS ENERGY INCORPORATED, KANSAS CITY POWER & LIGHT COMPANY, KCP&L GREATER MISSOURI OPERATIONS COMPANY
By: /s/Terry Bassham
TERRY BASSHAM
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
|
I HEREBY AGREE TO THE TERMS AND CONDITIONS OF MY SECONDMENT AND
THE INITIAL RELEASE AS DESCRIBED HEREIN.
By: /
s/Michael L. Deggendorf
MICHAEL L. DEGGENDORF
|
|
i.
|
Out of or in any manner related to the employment or secondment of Employee, including but not limited to the Employee’s employment offer letter dated March 27, 2002 or the Secondment Agreement dated March 7, 2017; or
|
ii.
|
Under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e-5; or
|
iii.
|
Under the Age Discrimination in Employment Act ("ADEA"), as amended, 29 U.S.C. § 621, et seq., including the provisions of the Older Workers Benefits Protection Act amendments to the ADEA; or
|
iv.
|
Under the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101, et seq.; or
|
v.
|
Under any and all federal, state or local discrimination statutes, laws, ordinances, regulations or Executive Orders including but not limited to the Missouri Human Rights Act, or other applicable state discrimination act; or
|
vi.
|
Under Family and Medical Leave Act ("FMLA"), or any comparable state statute; or
|
vii.
|
Under any exception to the employment-at-will doctrine, including any common-law theory sounding in tort, contract, or public policy; or
|
viii.
|
Under the provisions of any state or local wage and hour law or ordinance; or
|
ix.
|
Under the National Labor Relations Act, as amended, 29 U.S.C. Subsection 141, et seq.; or
|
x.
|
Under any state "service letter" statute, including but not limited to Missouri's Service Letter Statute, R.S.Mo. 290.140; or
|
xi.
|
Under the Equal Pay Act of 1963, as amended; or
|
xii.
|
Under the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended, except this Section 2 shall not be construed as limiting Employee's rights of election or claim for payment of benefits under the Management Pension Plan or the Employee Savings Plus Plan; or
|
xiii.
|
Under Section 806 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1514A; or
|
xiv.
|
Under the Change In Control Severance Agreement between Employee and Company dated as of September 6, 2006.
|
Great Plains Energy Incorporated
|
Employee
|
Kansas City Power & Light Company
|
|
KCP&L Greater Missouri Operations Company
|
|
|
|
|
|
By:
___________________________________
|
________________________________
|
Terry Bassham
Chairman of the Board, President and Chief Executive Officer
|
Michael L. Deggendorf
|
i.
|
Out of or in any manner related to the employment or retirement of the Executive; or
|
ii.
|
Under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e-5; or
|
iii.
|
Under the Age Discrimination in Employment Act ("ADEA"), as amended, 29 U.S.C. § 621, et seq., including the provisions of the Older Workers Benefits Protection Act amendments to the ADEA; or
|
iv.
|
Under the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101, et seq.; or
|
v.
|
Under any and all federal, state or local discrimination statutes, laws, ordinances, regulations or Executive Orders including but not limited to the Missouri Human Rights Act, or other applicable state discrimination act; or
|
vi.
|
Under Family and Medical Leave Act ("FMLA"), or any comparable state statute; or
|
vii.
|
Under any exception to the employment-at-will doctrine, including any common-law theory sounding in tort, contract, or public policy; or
|
viii.
|
Under the provisions of any state or local wage and hour law or ordinance; or
|
ix.
|
Under the National Labor Relations Act, as amended, 29 U.S.C. Subsection 141, et seq.; or
|
x.
|
Under any state "service letter" statute, including but not limited to Missouri's Service Letter Statute, R.S.Mo. 290.140; or
|
xi.
|
Under the Equal Pay Act of 1963, as amended; or
|
xii.
|
Under the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended, except this Section 2 shall not be construed as limiting the Executive's rights of election or claim for payment of benefits under the Non-Union Pension Plan or the 401(k) Savings Plan; or
|
xiii.
|
Under Section 806 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1514A; or
|
xiv.
|
Under the Change In Control Severance Agreement dated as of September 1, 2006.
|
Great Plains Energy Incorporated
|
Executive
|
Kansas City Power & Light Company
|
|
KCP&L Greater Missouri Operations Company
|
|
|
|
|
|
By:
/s/ Terry Bassham
|
/s/Scott H. Heidtbrink
|
Terry Bassham
Chairman of the Board, President and
Chief Executive Officer
|
Scott H. Heidtbrink
|
|
|
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 4, 2017
|
/
s/ Terry Bassham
|
|
|
Terry Bassham
Chairman, Chief Executive Officer and President
|
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 4, 2017
|
/s/Kevin E. Bryant
|
|
|
Kevin E. Bryant
Senior Vice President - Finance and Strategy and Chief Financial Officer
|
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 4, 2017
|
/s/ Terry Bassham
|
||
|
|
|
Terry Bassham
Chairman, Chief Executive Officer and President
|
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 4, 2017
|
/s/ Kevin E. Bryant
|
|
|
Kevin E. Bryant
Senior Vice President - Finance and Strategy and Chief Financial Officer
|
(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 4, 2017
|
|
|
|
/s/Kevin E. Bryant
|
Name:
Title:
|
Kevin E. Bryant
Senior Vice President - Finance and Strategy and Chief Financial Officer
|
Date:
|
May 4, 2017
|
(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 4, 2017
|
|
|
|
/s/ Kevin E. Bryant
|
Name:
Title:
|
Kevin E. Bryant
Senior Vice President - Finance and Strategy and Chief Financial Officer
|
Date:
|
May 4, 2017
|