|
|
Exact name of registrant as specified in its charter,
|
|
|
Commission
|
|
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
|
|
43-1916803
|
|
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(A Missouri Corporation)
|
|
|
|
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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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|
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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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(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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Note 2:
|
||
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Note 3:
|
||
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Note 4:
|
||
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Note 5:
|
||
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Note 6:
|
||
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Note 7:
|
||
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Note 8:
|
||
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Note 9:
|
||
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Note 10:
|
||
|
Note 11:
|
||
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Note 12:
|
||
|
Note 13:
|
||
|
Note 14:
|
||
|
Note 15:
|
||
|
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.
|
|||
|
|
|
|
|
|
Abbreviation or Acronym
|
|
Definition
|
|
|
|
AFUDC
|
|
Allowance for Funds Used During Construction
|
Amended Merger Agreement
|
|
Amended and Restated Agreement and Plan of Merger dated as of July 9, 2017 by and among Great Plains Energy, Westar, Monarch Energy Holding, Inc. and King Energy, Inc.
|
AMT
|
|
Alternative Minimum Tax
|
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
|
EIRR
|
|
Environmental Improvement Revenue Refunding
|
Electric Utility
|
|
Electric utility segment
|
EPA
|
|
Environmental Protection Agency
|
EPS
|
|
Earnings (loss) per common share
|
ERISA
|
|
Employee Retirement Income Security Act of 1974, as amended
|
Exchange Act
|
|
The Securities Exchange Act of 1934, as amended
|
FASB
|
|
Financial Accounting Standards Board
|
FERC
|
|
The Federal Energy Regulatory Commission
|
FCC
|
|
The Federal Communications Commission
|
GAAP
|
|
Generally Accepted Accounting Principles
|
GMO
|
|
KCP&L Greater Missouri Operations Company, a wholly owned subsidiary of Great Plains Energy
|
GP Star
|
|
GP Star, Inc.
|
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
|
Holdco
|
|
Monarch Energy Holding, Inc., a Missouri corporation
|
KCC
|
|
The State Corporation Commission of the State of Kansas
|
KCP&L
|
|
Kansas City Power & Light Company, a wholly owned 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
|
MEEIA
|
|
Missouri Energy Efficiency Investment Act
|
Merger Sub
|
|
King Energy, Inc., a Kansas corporation and wholly owned subsidiary of Holdco
|
MGP
|
|
Manufactured gas plant
|
MPS Merchant
|
|
MPS Merchant Services, Inc., a wholly owned subsidiary of GMO
|
Abbreviation or Acronym
|
|
Definition
|
|
|
|
MPSC
|
|
Public Service Commission of the State of Missouri
|
MW
|
|
Megawatt
|
MWh
|
|
Megawatt hour
|
NERC
|
|
North American Electric Reliability Corporation
|
NOL
|
|
Net operating loss
|
NRC
|
|
Nuclear Regulatory Commission
|
Original Merger Agreement
|
|
Agreement and Plan of Merger dated as of May 29, 2016, by and among Great Plains Energy, Westar and GP Star, Inc.
|
SEC
|
|
Securities and Exchange Commission
|
Series B Preferred Stock
|
|
7.00% Series B Mandatory Convertible Preferred Stock
|
SPP
|
|
Southwest Power Pool, Inc.
|
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
|
||||||||
|
2018
|
|
2017
|
||||||||
ASSETS
|
(millions, except share amounts)
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,142.1
|
|
|
|
|
$
|
1,125.4
|
|
|
Receivables, net
|
|
108.2
|
|
|
|
|
151.7
|
|
|
||
Accounts receivable pledged as collateral
|
|
180.0
|
|
|
|
|
180.0
|
|
|
||
Fuel inventories, at average cost
|
|
105.0
|
|
|
|
|
103.2
|
|
|
||
Materials and supplies, at average cost
|
|
172.3
|
|
|
|
|
171.2
|
|
|
||
Deferred refueling outage costs
|
|
5.9
|
|
|
|
|
6.8
|
|
|
||
Interest rate derivative instruments
|
|
98.4
|
|
|
|
|
91.4
|
|
|
||
Prepaid expenses and other assets
|
|
37.7
|
|
|
|
|
33.4
|
|
|
||
Total
|
|
1,849.6
|
|
|
|
|
1,863.1
|
|
|
||
Utility Plant, at Original Cost
|
|
|
|
|
|
|
|
|
|
||
Electric
|
|
13,733.1
|
|
|
|
|
13,674.1
|
|
|
||
Less - accumulated depreciation
|
|
5,305.1
|
|
|
|
|
5,224.0
|
|
|
||
Net utility plant in service
|
|
8,428.0
|
|
|
|
|
8,450.1
|
|
|
||
Construction work in progress
|
|
494.4
|
|
|
|
|
458.6
|
|
|
||
Plant to be retired, net
|
|
142.0
|
|
|
|
|
143.6
|
|
|
||
Nuclear fuel, net of amortization of $211.9 and $204.2
|
|
65.7
|
|
|
|
|
72.4
|
|
|
||
Total
|
|
9,130.1
|
|
|
|
|
9,124.7
|
|
|
||
Investments and Other Assets
|
|
|
|
|
|
|
|
|
|
||
Nuclear decommissioning trust fund
|
|
255.3
|
|
|
|
|
258.4
|
|
|
||
Regulatory assets
|
|
901.7
|
|
|
|
|
913.9
|
|
|
||
Goodwill
|
|
169.0
|
|
|
|
|
169.0
|
|
|
||
Other
|
|
142.7
|
|
|
|
|
128.8
|
|
|
||
Total
|
|
1,468.7
|
|
|
|
|
1,470.1
|
|
|
||
Total
|
|
$
|
12,448.4
|
|
|
|
|
$
|
12,457.9
|
|
|
GREAT PLAINS ENERGY INCORPORATED
|
|||||||||||
Consolidated Balance Sheets
|
|||||||||||
(Unaudited)
|
|||||||||||
|
|||||||||||
|
March 31
|
|
December 31
|
||||||||
|
2018
|
|
2017
|
||||||||
LIABILITIES AND CAPITALIZATION
|
(millions, except share amounts)
|
||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
||||
Notes payable
|
|
$
|
23.0
|
|
|
|
|
$
|
11.0
|
|
|
Collateralized note payable
|
|
180.0
|
|
|
|
|
180.0
|
|
|
||
Commercial paper
|
|
523.8
|
|
|
|
|
376.8
|
|
|
||
Current maturities of long-term debt
|
|
1.1
|
|
|
|
|
351.1
|
|
|
||
Accounts payable
|
|
186.0
|
|
|
|
|
340.0
|
|
|
||
Accrued taxes
|
|
72.7
|
|
|
|
|
35.1
|
|
|
||
Accrued interest
|
|
57.4
|
|
|
|
|
42.8
|
|
|
||
Accrued compensation and benefits
|
|
40.4
|
|
|
|
|
50.1
|
|
|
||
Pension and post-retirement liability
|
|
2.7
|
|
|
|
|
2.7
|
|
|
||
Other
|
|
62.9
|
|
|
|
|
59.2
|
|
|
||
Total
|
|
1,150.0
|
|
|
|
|
1,448.8
|
|
|
||
Deferred Credits and Other Liabilities
|
|
|
|
|
|
|
|
|
|
||
Deferred income taxes
|
|
639.5
|
|
|
|
|
621.7
|
|
|
||
Deferred tax credits
|
|
124.5
|
|
|
|
|
124.8
|
|
|
||
Asset retirement obligations
|
|
257.5
|
|
|
|
|
262.5
|
|
|
||
Pension and post-retirement liability
|
|
532.4
|
|
|
|
|
535.0
|
|
|
||
Regulatory liabilities
|
|
1,112.4
|
|
|
|
|
1,106.3
|
|
|
||
Other
|
|
81.8
|
|
|
|
|
81.4
|
|
|
||
Total
|
|
2,748.1
|
|
|
|
|
2,731.7
|
|
|
||
Capitalization
|
|
|
|
|
|
|
|
|
|
||
Great Plains Energy shareholders' equity
|
|
|
|
|
|
|
|
|
|
||
Common stock - 600,000,000 shares authorized without par value
215,886,844 and 215,801,723 shares issued, stated value |
|
4,232.1
|
|
|
|
|
4,233.1
|
|
|
||
Retained earnings
|
|
713.6
|
|
|
|
|
737.9
|
|
|
||
Treasury stock - 90,960 and 137,589 shares, at cost
|
|
(2.7
|
)
|
|
|
|
(4.0
|
)
|
|
||
Accumulated other comprehensive loss
|
|
(1.2
|
)
|
|
|
|
(2.2
|
)
|
|
||
Total shareholders' equity
|
|
4,941.8
|
|
|
|
|
4,964.8
|
|
|
||
Long-term debt (
Note 11
)
|
|
3,608.5
|
|
|
|
|
3,312.6
|
|
|
||
Total
|
|
8,550.3
|
|
|
|
|
8,277.4
|
|
|
||
Commitments and Contingencies (
Note 12
)
|
|
|
|
|
|
|
|
|
|
||
Total
|
|
$
|
12,448.4
|
|
|
|
|
$
|
12,457.9
|
|
|
GREAT PLAINS ENERGY INCORPORATED
|
|||||||||
Consolidated Statements of Comprehensive Income (Loss)
|
|||||||||
(Unaudited)
|
|||||||||
|
|
|
|
||||||
Three Months Ended March 31
|
|
2018
|
|
2017
|
|
||||
Operating Revenues
|
|
(millions, except per share amounts)
|
|||||||
Electric revenues
|
|
$
|
583.9
|
|
|
$
|
570.7
|
|
|
Operating Expenses
|
|
|
|
|
|
||||
Fuel and purchased power
|
|
154.3
|
|
|
126.5
|
|
|
||
Transmission
|
|
25.4
|
|
|
23.1
|
|
|
||
Utility operating and maintenance expenses
|
|
180.2
|
|
|
174.1
|
|
|
||
Costs to achieve the anticipated merger with Westar Energy, Inc.
|
|
2.9
|
|
|
39.4
|
|
|
||
Depreciation and amortization
|
|
93.7
|
|
|
90.3
|
|
|
||
General taxes
|
|
41.1
|
|
|
57.1
|
|
|
||
Other
|
|
—
|
|
|
1.1
|
|
|
||
Total
|
|
497.6
|
|
|
511.6
|
|
|
||
Operating income
|
|
86.3
|
|
|
59.1
|
|
|
||
Other Income (Expense)
|
|
|
|
|
|
||||
Non-operating income
|
|
14.5
|
|
|
6.6
|
|
|
||
Non-operating expenses
|
|
(13.2
|
)
|
|
(15.4
|
)
|
|
||
Total
|
|
1.3
|
|
|
(8.8
|
)
|
|
||
Interest charges
|
|
(48.1
|
)
|
|
(66.6
|
)
|
|
||
Income (loss) before income tax (expense) benefit and income from equity investments
|
|
39.5
|
|
|
(16.3
|
)
|
|
||
Income tax (expense) benefit
|
|
(5.5
|
)
|
|
5.8
|
|
|
||
Income from equity investments, net of income taxes
|
|
1.0
|
|
|
0.9
|
|
|
||
Net income (loss)
|
|
35.0
|
|
|
(9.6
|
)
|
|
||
Preferred stock dividend requirements
|
|
—
|
|
|
15.1
|
|
|
||
Earnings (loss) available for common shareholders
|
|
$
|
35.0
|
|
|
$
|
(24.7
|
)
|
|
|
|
|
|
|
|
||||
Average number of basic common shares outstanding
|
|
215.7
|
|
|
215.3
|
|
|
||
Average number of diluted common shares outstanding
|
|
216.0
|
|
|
215.3
|
|
|
||
|
|
|
|
|
|
||||
Basic and diluted earnings (loss) per common share
|
|
$
|
0.16
|
|
|
$
|
(0.11
|
)
|
|
|
|
|
|
|
|
||||
Cash dividends per common share
|
|
$
|
0.275
|
|
|
$
|
0.275
|
|
|
Comprehensive Income (Loss)
|
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
35.0
|
|
|
$
|
(9.6
|
)
|
|
Other comprehensive income
|
|
|
|
|
|
||||
Derivative hedging activity
|
|
|
|
|
|
||||
Reclassification to expenses, net of tax
|
|
0.9
|
|
|
1.4
|
|
|
||
Derivative hedging activity, net of tax
|
|
0.9
|
|
|
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
|
|
1.0
|
|
|
1.5
|
|
|
||
Comprehensive income (loss)
|
|
$
|
36.0
|
|
|
$
|
(8.1
|
)
|
|
GREAT PLAINS ENERGY INCORPORATED
|
||||||||
Consolidated Statements of Cash Flows
|
||||||||
(Unaudited)
|
||||||||
|
|
|
|
|
||||
Three Months Ended March 31
|
2018
|
|
|
2017
|
||||
Cash Flows from Operating Activities
|
(millions)
|
|||||||
Net income (loss)
|
$
|
35.0
|
|
|
|
$
|
(9.6
|
)
|
Adjustments to reconcile income (loss) to net cash from operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
93.7
|
|
|
|
90.3
|
|
||
Amortization of:
|
|
|
|
|
|
|
||
Nuclear fuel
|
7.7
|
|
|
|
8.0
|
|
||
Other
|
8.7
|
|
|
|
24.9
|
|
||
Deferred income taxes, net
|
5.8
|
|
|
|
(5.6
|
)
|
||
Investment tax credit amortization
|
(0.3
|
)
|
|
|
(0.4
|
)
|
||
Income from equity investments, net of income taxes
|
(1.0
|
)
|
|
|
(0.9
|
)
|
||
Fair value impacts of interest rate swaps
|
(7.0
|
)
|
|
|
(12.1
|
)
|
||
Other operating activities (Note 4)
|
(29.1
|
)
|
|
|
(7.0
|
)
|
||
Net cash from operating activities
|
113.5
|
|
|
|
87.6
|
|
||
Cash Flows from Investing Activities
|
|
|
|
|
|
|
||
Utility capital expenditures
|
(119.7
|
)
|
|
|
(116.6
|
)
|
||
Allowance for borrowed funds used during construction
|
(2.4
|
)
|
|
|
(1.5
|
)
|
||
Purchases of nuclear decommissioning trust investments
|
(12.1
|
)
|
|
|
(5.9
|
)
|
||
Proceeds from nuclear decommissioning trust investments
|
11.3
|
|
|
|
5.0
|
|
||
Proceeds from time deposit
|
—
|
|
|
|
1,000.0
|
|
||
Other investing activities
|
(17.1
|
)
|
|
|
(12.5
|
)
|
||
Net cash from investing activities
|
(140.0
|
)
|
|
|
868.5
|
|
||
Cash Flows from Financing Activities
|
|
|
|
|
|
|
||
Issuance of common stock
|
—
|
|
|
|
1.5
|
|
||
Issuance of long-term debt
|
299.7
|
|
|
|
4,291.9
|
|
||
Issuance fees
|
(3.1
|
)
|
|
|
(31.2
|
)
|
||
Repayment of long-term debt
|
(351.1
|
)
|
|
|
(1.1
|
)
|
||
Net change in short-term borrowings
|
159.0
|
|
|
|
119.9
|
|
||
Net change in collateralized short-term borrowings
|
—
|
|
|
|
(0.2
|
)
|
||
Dividends paid
|
(59.3
|
)
|
|
|
(74.3
|
)
|
||
Other financing activities
|
(2.0
|
)
|
|
|
(3.4
|
)
|
||
Net cash from financing activities
|
43.2
|
|
|
|
4,303.1
|
|
||
Net Change in Cash and Cash Equivalents
|
16.7
|
|
|
|
5,259.2
|
|
||
Cash and Cash Equivalents at Beginning of Year
|
1,125.4
|
|
|
|
1,293.1
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
1,142.1
|
|
|
|
$
|
6,552.3
|
|
GREAT PLAINS ENERGY INCORPORATED
|
|||||||||||||
Consolidated Statements of Shareholders' Equity
|
|||||||||||||
(Unaudited)
|
|||||||||||||
|
|
|
|
||||||||||
Three Months Ended March 31
|
2018
|
|
2017
|
||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
Common Stock
|
(millions, except share amounts)
|
||||||||||||
Beginning balance
|
215,801,723
|
|
|
$
|
4,233.1
|
|
|
215,479,105
|
|
|
$
|
4,217.0
|
|
Issuance of common stock
|
85,121
|
|
|
3.3
|
|
|
249,170
|
|
|
9.5
|
|
||
Equity compensation expense, net of forfeitures
|
|
|
1.3
|
|
|
|
|
|
1.1
|
|
|||
Unearned Compensation
|
|
|
|
|
|
|
|
|
|
|
|
||
Issuance of restricted common stock
|
|
|
|
(2.0
|
)
|
|
|
|
|
(2.3
|
)
|
||
Forfeiture of restricted common stock
|
|
|
—
|
|
|
|
|
0.2
|
|
||||
Compensation expense recognized
|
|
|
|
0.5
|
|
|
|
|
|
0.7
|
|
||
Other
|
|
|
|
(4.1
|
)
|
|
|
|
|
(0.7
|
)
|
||
Ending balance
|
215,886,844
|
|
|
4,232.1
|
|
|
215,728,275
|
|
|
4,225.5
|
|
||
Preference Stock
|
—
|
|
|
—
|
|
|
862,500
|
|
|
836.2
|
|
||
Retained Earnings
|
|
|
|
|
|
|
|
|
|
|
|
||
Beginning balance
|
|
|
|
737.9
|
|
|
|
|
|
1,119.2
|
|
||
Net income (loss)
|
|
|
|
35.0
|
|
|
|
|
|
(9.6
|
)
|
||
Dividends:
|
|
|
|
|
|
|
|
|
|
|
|
||
Common stock ($0.275 per share)
|
|
(59.3
|
)
|
|
|
|
|
(59.2
|
)
|
||||
Preferred stock - at required rates
|
|
|
|
—
|
|
|
|
|
|
(15.1
|
)
|
||
Performance shares
|
|
|
|
—
|
|
|
|
|
|
(0.1
|
)
|
||
Ending balance
|
|
|
|
713.6
|
|
|
|
|
|
1,035.2
|
|
||
Treasury Stock
|
|
|
|
|
|
|
|
|
|
|
|
||
Beginning balance
|
(137,589
|
)
|
|
(4.0
|
)
|
|
(128,087
|
)
|
|
(3.8
|
)
|
||
Treasury shares acquired
|
(56,589
|
)
|
|
(1.7
|
)
|
|
(104,129
|
)
|
|
(3.0
|
)
|
||
Treasury shares reissued
|
103,218
|
|
|
3.0
|
|
|
103,094
|
|
|
3.0
|
|
||
Ending balance
|
(90,960
|
)
|
|
(2.7
|
)
|
|
(129,122
|
)
|
|
(3.8
|
)
|
||
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
||||
Beginning balance
|
|
|
|
(2.2
|
)
|
|
|
|
|
(6.6
|
)
|
||
Derivative hedging activity, net of tax
|
|
|
|
0.9
|
|
|
|
|
|
1.4
|
|
||
Change in unrecognized pension expense, net of tax
|
|
0.1
|
|
|
|
|
|
0.1
|
|
||||
Ending balance
|
|
|
|
(1.2
|
)
|
|
|
|
|
(5.1
|
)
|
||
Total Great Plains Energy Shareholders' Equity
|
|
$
|
4,941.8
|
|
|
|
|
|
$
|
6,088.0
|
|
KANSAS CITY POWER & LIGHT COMPANY
|
|
|||||||||||
Consolidated Balance Sheets
|
|
|||||||||||
(Unaudited)
|
||||||||||||
|
|
|||||||||||
|
March 31
|
|
December 31
|
|
||||||||
|
2018
|
2017
|
|
|||||||||
ASSETS
|
(millions, except share amounts)
|
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
13.8
|
|
|
|
|
$
|
2.2
|
|
|
|
Receivables, net
|
|
74.3
|
|
|
|
|
106.3
|
|
|
|
||
Related party receivables
|
|
69.1
|
|
|
|
|
84.7
|
|
|
|
||
Accounts receivable pledged as collateral
|
|
130.0
|
|
|
|
|
130.0
|
|
|
|
||
Fuel inventories, at average cost
|
|
72.0
|
|
|
|
|
71.0
|
|
|
|
||
Materials and supplies, at average cost
|
|
127.8
|
|
|
|
|
126.0
|
|
|
|
||
Deferred refueling outage costs
|
|
5.9
|
|
|
|
|
6.8
|
|
|
|
||
Refundable income taxes
|
|
7.2
|
|
|
|
|
5.4
|
|
|
|
||
Prepaid expenses and other assets
|
|
31.3
|
|
|
|
|
27.6
|
|
|
|
||
Total
|
|
531.4
|
|
|
|
|
560.0
|
|
|
|
||
Utility Plant, at Original Cost
|
|
|
|
|
|
|
|
|
|
|
||
Electric
|
|
10,251.8
|
|
|
|
|
10,213.2
|
|
|
|
||
Less - accumulated depreciation
|
|
4,130.0
|
|
|
|
|
4,070.3
|
|
|
|
||
Net utility plant in service
|
|
6,121.8
|
|
|
|
|
6,142.9
|
|
|
|
||
Construction work in progress
|
|
384.7
|
|
|
|
|
350.3
|
|
|
|
||
Nuclear fuel, net of amortization of $211.9 and $204.2
|
|
65.7
|
|
|
|
|
72.4
|
|
|
|
||
Total
|
|
6,572.2
|
|
|
|
|
6,565.6
|
|
|
|
||
Investments and Other Assets
|
|
|
|
|
|
|
|
|
|
|
||
Nuclear decommissioning trust fund
|
|
255.3
|
|
|
|
|
258.4
|
|
|
|
||
Regulatory assets
|
|
681.9
|
|
|
|
|
691.9
|
|
|
|
||
Other
|
|
49.5
|
|
|
|
|
48.0
|
|
|
|
||
Total
|
|
986.7
|
|
|
|
|
998.3
|
|
|
|
||
Total
|
|
$
|
8,090.3
|
|
|
|
|
$
|
8,123.9
|
|
|
|
KANSAS CITY POWER & LIGHT COMPANY
|
|
|||||||||||
Consolidated Balance Sheets
|
|
|||||||||||
(Unaudited)
|
||||||||||||
|
|
|
|
|
||||||||
|
March 31
|
|
December 31
|
|
||||||||
|
2018
|
|
2017
|
|
||||||||
LIABILITIES AND CAPITALIZATION
|
(millions, except share amounts)
|
|
||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
||||
Collateralized note payable
|
|
$
|
130.0
|
|
|
|
|
$
|
130.0
|
|
|
|
Commercial paper
|
|
288.3
|
|
|
|
|
167.5
|
|
|
|
||
Current maturities of long-term debt
|
|
—
|
|
|
|
|
350.0
|
|
|
|
||
Accounts payable
|
|
147.6
|
|
|
|
|
249.0
|
|
|
|
||
Accrued taxes
|
|
55.8
|
|
|
|
|
29.0
|
|
|
|
||
Accrued interest
|
|
40.7
|
|
|
|
|
32.4
|
|
|
|
||
Accrued compensation and benefits
|
|
40.4
|
|
|
|
|
50.1
|
|
|
|
||
Pension and post-retirement liability
|
|
1.4
|
|
|
|
|
1.4
|
|
|
|
||
Other
|
|
50.7
|
|
|
|
|
46.8
|
|
|
|
||
Total
|
|
754.9
|
|
|
|
|
1,056.2
|
|
|
|
||
Deferred Credits and Other Liabilities
|
|
|
|
|
|
|
|
|
|
|
||
Deferred income taxes
|
|
628.3
|
|
|
|
|
616.1
|
|
|
|
||
Deferred tax credits
|
|
121.5
|
|
|
|
|
121.8
|
|
|
|
||
Asset retirement obligations
|
|
227.0
|
|
|
|
|
231.4
|
|
|
|
||
Pension and post-retirement liability
|
|
509.7
|
|
|
|
|
512.2
|
|
|
|
||
Regulatory liabilities
|
|
782.7
|
|
|
|
|
779.2
|
|
|
|
||
Other
|
|
62.6
|
|
|
|
|
61.6
|
|
|
|
||
Total
|
|
2,331.8
|
|
|
|
|
2,322.3
|
|
|
|
||
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
|
|
909.9
|
|
|
|
|
949.7
|
|
|
|
||
Accumulated other comprehensive income
|
|
1.3
|
|
|
|
|
0.4
|
|
|
|
||
Total
|
|
2,474.3
|
|
|
|
|
2,513.2
|
|
|
|
||
Long-term debt (
Note
11
)
|
|
2,529.3
|
|
|
|
|
2,232.2
|
|
|
|
||
Total
|
|
5,003.6
|
|
|
|
|
4,745.4
|
|
|
|
||
Commitments and Contingencies (
Note
12
)
|
|
|
|
|
|
|
|
|
|
|
||
Total
|
|
$
|
8,090.3
|
|
|
|
|
$
|
8,123.9
|
|
|
|
KANSAS CITY POWER & LIGHT COMPANY
|
|||||||||
Consolidated Statements of Comprehensive Income
|
|||||||||
(Unaudited)
|
|||||||||
|
|
|
|
||||||
|
|
|
|
||||||
Three Months Ended March 31
|
|
2018
|
|
2017
|
|
||||
Operating Revenues
|
|
(millions)
|
|||||||
Electric revenues
|
|
$
|
397.1
|
|
|
$
|
395.9
|
|
|
Operating Expenses
|
|
|
|
|
|
||||
Fuel and purchased power
|
|
101.8
|
|
|
78.9
|
|
|
||
Transmission
|
|
15.7
|
|
|
14.3
|
|
|
||
Operating and maintenance expenses
|
|
121.0
|
|
|
119.6
|
|
|
||
Costs to achieve the anticipated merger with Westar Energy, Inc.
|
|
1.5
|
|
|
7.9
|
|
|
||
Depreciation and amortization
|
|
66.9
|
|
|
65.3
|
|
|
||
General taxes
|
|
29.0
|
|
|
44.6
|
|
|
||
Other
|
|
0.2
|
|
|
0.3
|
|
|
||
Total
|
|
336.1
|
|
|
330.9
|
|
|
||
Operating income
|
|
61.0
|
|
|
65.0
|
|
|
||
Other Income (Expense)
|
|
|
|
|
|
||||
Non-operating income
|
|
3.6
|
|
|
2.5
|
|
|
||
Non-operating expenses
|
|
(7.9
|
)
|
|
(8.9
|
)
|
|
||
Total
|
|
(4.3
|
)
|
|
(6.4
|
)
|
|
||
Interest charges
|
|
(33.0
|
)
|
|
(35.6
|
)
|
|
||
Income before income tax expense
|
|
23.7
|
|
|
23.0
|
|
|
||
Income tax expense
|
|
(3.5
|
)
|
|
(8.8
|
)
|
|
||
Net income
|
|
$
|
20.2
|
|
|
$
|
14.2
|
|
|
Comprehensive Income
|
|
|
|
|
|
||||
Net income
|
|
$
|
20.2
|
|
|
$
|
14.2
|
|
|
Other comprehensive income
|
|
|
|
|
|
||||
Derivative hedging activity
|
|
|
|
|
|
||||
Reclassification to expenses, net of tax
|
|
0.9
|
|
|
1.3
|
|
|
||
Derivative hedging activity, net of tax
|
|
0.9
|
|
|
1.3
|
|
|
||
Total other comprehensive income
|
|
0.9
|
|
|
1.3
|
|
|
||
Comprehensive income
|
|
$
|
21.1
|
|
|
$
|
15.5
|
|
|
KANSAS CITY POWER & LIGHT COMPANY
|
|||||||||
Consolidated Statements of Cash Flows
|
|||||||||
(Unaudited)
|
|||||||||
|
|
|
|
|
|
||||
Three Months Ended March 31
|
|
2018
|
|
|
2017
|
||||
Cash Flows from Operating Activities
|
(millions)
|
||||||||
Net income
|
|
$
|
20.2
|
|
|
|
$
|
14.2
|
|
Adjustments to reconcile income to net cash from operating activities:
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
66.9
|
|
|
|
65.3
|
|
||
Amortization of:
|
|
|
|
|
|
|
|
||
Nuclear fuel
|
|
7.7
|
|
|
|
8.0
|
|
||
Other
|
|
6.6
|
|
|
|
8.1
|
|
||
Deferred income taxes, net
|
|
5.6
|
|
|
|
9.2
|
|
||
Investment tax credit amortization
|
|
(0.3
|
)
|
|
|
(0.3
|
)
|
||
Other operating activities (Note 4)
|
|
(1.7
|
)
|
|
|
(21.1
|
)
|
||
Net cash from operating activities
|
|
105.0
|
|
|
|
83.4
|
|
||
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
||
Utility capital expenditures
|
|
(93.5
|
)
|
|
|
(84.0
|
)
|
||
Allowance for borrowed funds used during construction
|
|
(2.0
|
)
|
|
|
(1.2
|
)
|
||
Purchases of nuclear decommissioning trust investments
|
|
(12.1
|
)
|
|
|
(5.9
|
)
|
||
Proceeds from nuclear decommissioning trust investments
|
|
11.3
|
|
|
|
5.0
|
|
||
Other investing activities
|
|
(4.5
|
)
|
|
|
(5.1
|
)
|
||
Net cash from investing activities
|
|
(100.8
|
)
|
|
|
(91.2
|
)
|
||
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
||
Issuance of long-term debt
|
|
299.7
|
|
|
|
—
|
|
||
Issuance fees
|
|
(3.1
|
)
|
|
|
—
|
|
||
Repayment of long-term debt
|
|
(350.0
|
)
|
|
|
—
|
|
||
Net change in short-term borrowings
|
|
120.8
|
|
|
|
62.4
|
|
||
Dividends paid to Great Plains Energy
|
|
(60.0
|
)
|
|
|
(57.0
|
)
|
||
Net cash from financing activities
|
|
7.4
|
|
|
|
5.4
|
|
||
Net Change in Cash and Cash Equivalents
|
|
11.6
|
|
|
|
(2.4
|
)
|
||
Cash and Cash Equivalents at Beginning of Year
|
|
2.2
|
|
|
|
4.5
|
|
||
Cash and Cash Equivalents at End of Period
|
|
$
|
13.8
|
|
|
|
$
|
2.1
|
|
KANSAS CITY POWER & LIGHT COMPANY
|
|||||||||||||
Consolidated Statements of Common Shareholder's Equity
|
|||||||||||||
(Unaudited)
|
|||||||||||||
|
|
|
|
||||||||||
Three Months Ended March 31
|
2018
|
|
2017
|
||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
|
(millions, except share amounts)
|
||||||||||||
Common Stock
|
1
|
|
|
$
|
1,563.1
|
|
|
1
|
|
|
$
|
1,563.1
|
|
Retained Earnings
|
|
|
|
|
|
|
|
|
|
|
|
||
Beginning balance
|
|
|
|
949.7
|
|
|
|
|
|
982.6
|
|
||
Net income
|
|
|
|
20.2
|
|
|
|
|
|
14.2
|
|
||
Cumulative effect of adoption of ASU 2016-09
|
|
|
—
|
|
|
|
|
(0.7
|
)
|
||||
Dividends:
|
|
|
|
|
|
|
|
|
|
|
|
||
Common stock held by Great Plains Energy
|
|
|
|
(60.0
|
)
|
|
|
|
|
(57.0
|
)
|
||
Ending balance
|
|
|
|
909.9
|
|
|
|
|
|
939.1
|
|
||
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|||
Beginning balance
|
|
|
|
0.4
|
|
|
|
|
|
(4.2
|
)
|
||
Derivative hedging activity, net of tax
|
|
|
|
0.9
|
|
|
|
|
|
1.3
|
|
||
Ending balance
|
|
|
|
1.3
|
|
|
|
|
|
(2.9
|
)
|
||
Total Common Shareholder's Equity
|
|
|
|
$
|
2,474.3
|
|
|
|
|
|
$
|
2,499.3
|
|
•
|
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 one active wholly owned subsidiary, GMO Receivables Company.
|
Three Months Ended March 31
|
2018
|
|
2017
|
||||
Income (loss)
|
(millions, except per share amounts)
|
||||||
Net income (loss)
|
$
|
35.0
|
|
|
$
|
(9.6
|
)
|
Less: preferred stock dividend requirements
|
—
|
|
|
15.1
|
|
||
Earnings (loss) available for common shareholders
|
$
|
35.0
|
|
|
$
|
(24.7
|
)
|
Common Shares Outstanding
|
|
|
|
|
|||
Average number of common shares outstanding
|
215.7
|
|
|
215.3
|
|
||
Add: effect of dilutive securities
|
0.3
|
|
|
—
|
|
||
Diluted average number of common shares outstanding
|
216.0
|
|
|
215.3
|
|
||
Basic and diluted EPS
|
$
|
0.16
|
|
|
$
|
(0.11
|
)
|
Three Months Ended March 31, 2017
|
As Previously Reported
|
|
Effect of
Change
|
|
As Reported
|
||||||
Great Plains Energy
|
(millions)
|
||||||||||
Utility operating and maintenance expenses
|
$
|
185.4
|
|
|
$
|
(11.3
|
)
|
|
$
|
174.1
|
|
Other operating expense
|
1.5
|
|
|
(0.4
|
)
|
|
1.1
|
|
|||
Operating expenses
|
523.3
|
|
|
(11.7
|
)
|
|
511.6
|
|
|||
Operating income
|
47.4
|
|
|
11.7
|
|
|
59.1
|
|
|||
Non-operating expenses
|
(3.7
|
)
|
|
(11.7
|
)
|
|
(15.4
|
)
|
|||
Other income (expense)
|
2.9
|
|
|
(11.7
|
)
|
|
(8.8
|
)
|
|||
KCP&L
|
|
|
|
|
|
||||||
Utility operating and maintenance expenses
|
$
|
126.4
|
|
|
$
|
(6.8
|
)
|
|
$
|
119.6
|
|
Operating expenses
|
337.7
|
|
|
(6.8
|
)
|
|
330.9
|
|
|||
Operating income
|
58.2
|
|
|
6.8
|
|
|
65.0
|
|
|||
Non-operating expenses
|
(2.1
|
)
|
|
(6.8
|
)
|
|
(8.9
|
)
|
|||
Other income (expense)
|
0.4
|
|
|
(6.8
|
)
|
|
(6.4
|
)
|
Three Months Ended March 31, 2018
|
KCP&L
|
|
GMO
|
|
Great Plains Energy
|
||||||
Customer class
|
(millions)
|
||||||||||
Residential
|
$
|
154.9
|
|
|
$
|
88.1
|
|
|
$
|
243.0
|
|
Commercial
|
181.8
|
|
|
64.2
|
|
|
246.0
|
|
|||
Industrial
|
32.2
|
|
|
19.9
|
|
|
52.1
|
|
|||
Other
|
2.7
|
|
|
1.8
|
|
|
4.5
|
|
|||
Total electric retail
|
$
|
371.6
|
|
|
$
|
174.0
|
|
|
$
|
545.6
|
|
Wholesale
|
3.1
|
|
|
2.9
|
|
|
6.0
|
|
|||
Transmission
|
3.3
|
|
|
4.6
|
|
|
7.9
|
|
|||
Industrial steam
|
—
|
|
|
4.3
|
|
|
4.3
|
|
|||
Total revenue from contracts with customers
|
$
|
378.0
|
|
|
$
|
185.8
|
|
|
$
|
563.8
|
|
Other revenue
|
19.1
|
|
|
1.0
|
|
|
20.1
|
|
|||
Electric revenue
|
$
|
397.1
|
|
|
$
|
186.8
|
|
|
$
|
583.9
|
|
Great Plains Energy Other Operating Activities
|
|||||||
Three Months Ended March 31
|
2018
|
|
2017
|
||||
Cash flows affected by changes in:
|
(millions)
|
||||||
Receivables
|
$
|
43.2
|
|
|
$
|
55.5
|
|
Accounts receivable pledged as collateral
|
—
|
|
|
0.2
|
|
||
Fuel inventories
|
(1.8
|
)
|
|
1.8
|
|
||
Materials and supplies
|
(1.1
|
)
|
|
(4.2
|
)
|
||
Accounts payable
|
(142.1
|
)
|
|
(136.8
|
)
|
||
Accrued taxes
|
37.6
|
|
|
36.3
|
|
||
Accrued interest
|
14.6
|
|
|
26.5
|
|
||
Deferred refueling outage costs
|
0.9
|
|
|
4.0
|
|
||
Pension and post-retirement benefit obligations
|
10.5
|
|
|
11.6
|
|
||
Allowance for equity funds used during construction
|
(1.4
|
)
|
|
(1.0
|
)
|
||
Fuel recovery mechanisms
|
(3.5
|
)
|
|
(14.1
|
)
|
||
ARO settlements
|
(4.5
|
)
|
|
(4.3
|
)
|
||
Other
|
18.5
|
|
|
17.5
|
|
||
Total other operating activities
|
$
|
(29.1
|
)
|
|
$
|
(7.0
|
)
|
Cash paid during the period:
|
|
|
|
|
|
||
Interest
|
$
|
31.3
|
|
|
$
|
34.2
|
|
Non-cash investing activities:
|
|
|
|
|
|||
Liabilities accrued for capital expenditures
|
$
|
25.4
|
|
|
$
|
22.6
|
|
KCP&L Other Operating Activities
|
|||||||
Three Months Ended March 31
|
2018
|
|
2017
|
||||
Cash flows affected by changes in:
|
(millions)
|
||||||
Receivables
|
$
|
47.9
|
|
|
$
|
36.2
|
|
Fuel inventories
|
(1.0
|
)
|
|
(0.5
|
)
|
||
Materials and supplies
|
(1.8
|
)
|
|
(3.1
|
)
|
||
Accounts payable
|
(90.0
|
)
|
|
(88.8
|
)
|
||
Accrued taxes
|
25.0
|
|
|
35.5
|
|
||
Accrued interest
|
8.3
|
|
|
10.1
|
|
||
Deferred refueling outage costs
|
0.9
|
|
|
4.0
|
|
||
Pension and post-retirement benefit obligations
|
9.0
|
|
|
10.3
|
|
||
Allowance for equity funds used during construction
|
(1.4
|
)
|
|
(1.0
|
)
|
||
Fuel recovery mechanisms
|
1.2
|
|
|
(10.8
|
)
|
||
ARO settlements
|
(3.6
|
)
|
|
(3.9
|
)
|
||
Other
|
3.8
|
|
|
(9.1
|
)
|
||
Total other operating activities
|
$
|
(1.7
|
)
|
|
$
|
(21.1
|
)
|
Cash paid during the period:
|
|
|
|
|
|
||
Interest
|
$
|
22.7
|
|
|
$
|
22.5
|
|
Non-cash investing activities:
|
|
|
|
|
|||
Liabilities accrued for capital expenditures
|
$
|
19.5
|
|
|
$
|
19.9
|
|
|
March 31
|
December 31
|
||||||||
|
|
2018
|
|
|
2017
|
|
||||
Great Plains Energy
|
|
(millions)
|
|
|||||||
Customer accounts receivable - billed
|
|
$
|
—
|
|
|
|
$
|
3.7
|
|
|
Customer accounts receivable - unbilled
|
|
80.3
|
|
|
|
103.2
|
|
|
||
Allowance for doubtful accounts - customer accounts receivable
|
|
(5.0
|
)
|
|
|
(4.7
|
)
|
|
||
Other receivables
|
|
32.9
|
|
|
|
49.5
|
|
|
||
Total
|
|
$
|
108.2
|
|
|
|
$
|
151.7
|
|
|
KCP&L
|
|
|
|
|
|
|
|
|
||
Customer accounts receivable - billed
|
|
$
|
—
|
|
|
|
$
|
1.6
|
|
|
Customer accounts receivable - unbilled
|
|
50.4
|
|
|
|
67.6
|
|
|
||
Allowance for doubtful accounts - customer accounts receivable
|
|
(2.3
|
)
|
|
|
(2.2
|
)
|
|
||
Other receivables
|
|
26.2
|
|
|
|
39.3
|
|
|
||
Total
|
|
$
|
74.3
|
|
|
|
$
|
106.3
|
|
|
Three Months Ended March 31
|
2018
|
|
2017
|
||||
|
(millions)
|
||||||
Net unrealized gains - equity securities
|
$
|
83.7
|
|
|
$
|
67.8
|
|
Net unrealized gains - debt securities
|
0.7
|
|
|
2.0
|
|
||
Total
|
$
|
84.4
|
|
|
$
|
69.8
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
Three Months Ended March 31
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Components of net periodic benefit costs
|
|
(millions)
|
||||||||||||||
Service cost
|
|
$
|
12.2
|
|
|
$
|
11.0
|
|
|
$
|
0.5
|
|
|
$
|
0.5
|
|
Interest cost
|
|
12.7
|
|
|
13.4
|
|
|
1.2
|
|
|
1.3
|
|
||||
Expected return on plan assets
|
|
(13.9
|
)
|
|
(12.8
|
)
|
|
(0.7
|
)
|
|
(0.6
|
)
|
||||
Prior service cost
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||||
Recognized net actuarial (gain)/loss
|
|
11.4
|
|
|
12.4
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Net periodic benefit costs before regulatory adjustment
|
|
22.6
|
|
|
24.2
|
|
|
1.0
|
|
|
1.1
|
|
||||
Regulatory adjustment
|
|
0.6
|
|
|
0.8
|
|
|
—
|
|
|
1.3
|
|
||||
Net periodic benefit costs
|
|
$
|
23.2
|
|
|
$
|
25.0
|
|
|
$
|
1.0
|
|
|
$
|
2.4
|
|
Three Months Ended March 31
|
|
2018
|
|
2017
|
||||
Great Plains Energy
|
|
(millions)
|
||||||
Equity compensation expense
|
|
$
|
1.8
|
|
|
$
|
1.2
|
|
Income tax benefit
|
|
0.4
|
|
|
0.6
|
|
||
KCP&L
|
|
|
|
|
|
|
||
Equity compensation expense
|
|
$
|
1.2
|
|
|
$
|
0.8
|
|
Income tax benefit
|
|
0.2
|
|
|
0.4
|
|
|
Performance
Shares
|
|
Grant Date
Fair Value*
|
|||||||
Beginning balance January 1, 2018
|
|
545,087
|
|
|
|
|
$
|
29.12
|
|
|
Granted
|
|
209,937
|
|
|
|
|
29.35
|
|
|
|
Earned
|
|
(115,833
|
)
|
|
|
|
24.01
|
|
|
|
Forfeited
|
|
(2,097
|
)
|
|
|
|
30.65
|
|
|
|
Performance adjustment
|
|
(49,052
|
)
|
|
|
|
24.01
|
|
|
|
Ending balance March 31, 2018
|
|
588,042
|
|
|
|
|
30.63
|
|
|
|
Nonvested
Restricted Stock
|
|
Grant Date
Fair Value*
|
|||||||
Beginning balance January 1, 2018
|
|
192,402
|
|
|
|
|
$
|
27.87
|
|
|
Granted and issued
|
|
70,001
|
|
|
|
|
29.08
|
|
|
|
Vested
|
|
(56,878
|
)
|
|
|
|
26.12
|
|
|
|
Forfeited
|
|
(700
|
)
|
|
|
|
28.87
|
|
|
|
Ending balance March 31, 2018
|
|
204,825
|
|
|
|
|
28.77
|
|
|
|
|
|
March 31
|
|
December 31
|
|||||||
|
Year Due
|
|
2018
|
|
2017
|
|||||||
KCP&L
|
|
|
|
(millions)
|
||||||||
General Mortgage Bonds
|
|
|
|
|
|
|
|
|
||||
2.95% EIRR bonds
|
2023
|
|
|
$
|
79.5
|
|
|
|
|
$
|
79.5
|
|
7.15% Series 2009A (8.59% rate)
(a)
|
2019
|
|
|
400.0
|
|
|
|
|
400.0
|
|
||
Senior Notes
|
|
|
|
|
|
|
|
|
|
|
||
6.375% Series (7.49% rate)
(a)
|
2018
|
|
|
—
|
|
|
|
|
350.0
|
|
||
3.15% Series
|
2023
|
|
|
300.0
|
|
|
|
|
300.0
|
|
||
3.65% Series
|
2025
|
|
|
350.0
|
|
|
|
|
350.0
|
|
||
6.05% Series (5.78% rate)
(a)
|
2035
|
|
|
250.0
|
|
|
|
|
250.0
|
|
||
5.30% Series
|
2041
|
|
|
400.0
|
|
|
|
|
400.0
|
|
||
4.20% Series
|
2047
|
|
|
300.0
|
|
|
|
|
300.0
|
|
||
4.20% Series
|
2048
|
|
|
300.0
|
|
|
|
|
—
|
|
||
EIRR Bonds
|
|
|
|
|
|
|
|
|
||||
1.349% Series 2007A and 2007B
(b)
|
2035
|
|
|
146.5
|
|
|
|
|
146.5
|
|
||
2.875% Series 2008
|
2038
|
|
|
23.4
|
|
|
|
|
23.4
|
|
||
Current maturities
|
|
|
|
—
|
|
|
|
|
(350.0
|
)
|
||
Unamortized discount and debt issuance costs
|
|
|
|
(20.1
|
)
|
|
|
|
(17.2
|
)
|
||
Total KCP&L excluding current maturities
(c)
|
|
|
|
2,529.3
|
|
|
|
|
2,232.2
|
|
||
Other Great Plains Energy
|
|
|
|
|
|
|
|
|
|
|
||
GMO First Mortgage Bonds 9.44% Series
|
2019-2021
|
|
|
3.4
|
|
|
|
|
4.6
|
|
||
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
|
|
|
|
|
|
|
|
|
||||
4.85% Series
|
2021
|
|
|
350.0
|
|
|
|
|
350.0
|
|
||
5.292% Series
|
2022
|
|
|
287.5
|
|
|
|
|
287.5
|
|
||
Current maturities
|
|
|
|
(1.1
|
)
|
|
|
|
(1.1
|
)
|
||
Unamortized discount and premium, net and debt issuance costs
|
|
|
|
(1.5
|
)
|
|
|
|
(1.5
|
)
|
||
Total Great Plains Energy excluding current maturities
(c)
|
|
|
|
$
|
3,608.5
|
|
|
|
|
$
|
3,312.6
|
|
(a)
|
Rate after amortizing gains/losses recognized in other comprehensive income (OCI) on settlements of interest rate hedging instruments
|
(b)
|
Variable rate
|
(c)
|
At
March 31, 2018
and December 31, 2017, 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
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
||||||||||
|
(millions)
|
||||||||||||||||||
Great Plains Energy
|
$
|
14.6
|
|
|
$
|
2.8
|
|
|
$
|
7.7
|
|
|
$
|
20.1
|
|
|
$
|
63.1
|
|
KCP&L
|
14.5
|
|
|
2.8
|
|
|
7.7
|
|
|
20.1
|
|
|
63.1
|
|
|
|
March 31
|
|
|
December 31
|
|
||||
|
|
2018
|
|
|
2017
|
|
||||
|
|
(millions)
|
|
|||||||
Net receivable from GMO
|
|
$
|
50.5
|
|
|
|
$
|
65.8
|
|
|
Net receivable from Great Plains Energy
|
|
18.6
|
|
|
|
18.9
|
|
|
Description
|
March 31
2018 |
|
|
Level 1
|
|
|
Level 2
|
|
Level 3
|
||||||||||||||
KCP&L
|
|
(millions)
|
|
||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Nuclear decommissioning trust
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
$
|
179.6
|
|
|
|
|
$
|
179.6
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
Debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury
|
|
35.0
|
|
|
|
|
35.0
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||||
U.S. Agency
|
|
0.4
|
|
|
|
|
—
|
|
|
|
|
0.4
|
|
|
|
|
—
|
|
|
||||
State and local obligations
|
|
2.1
|
|
|
|
|
—
|
|
|
|
|
2.1
|
|
|
|
|
—
|
|
|
||||
Corporate bonds
|
|
32.7
|
|
|
|
|
—
|
|
|
|
|
32.7
|
|
|
|
|
—
|
|
|
||||
Foreign governments
|
|
0.1
|
|
|
|
|
—
|
|
|
|
|
0.1
|
|
|
|
|
—
|
|
|
||||
Cash equivalents
|
|
4.4
|
|
|
|
|
4.4
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||||
Other
|
|
1.0
|
|
|
|
|
1.0
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||||
Total nuclear decommissioning trust
|
|
255.3
|
|
|
|
|
220.0
|
|
|
|
|
35.3
|
|
|
|
|
—
|
|
|
||||
Self-insured health plan trust
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
0.4
|
|
|
|
|
0.4
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||||
Debt securities
|
|
2.1
|
|
|
|
|
0.1
|
|
|
|
|
2.0
|
|
|
|
|
—
|
|
|
||||
Cash and cash equivalents
|
|
8.6
|
|
|
|
|
8.6
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||||
Total self-insured health plan trust
|
|
11.1
|
|
|
|
|
9.1
|
|
|
|
|
2.0
|
|
|
|
|
—
|
|
|
||||
Total
|
|
$
|
266.4
|
|
|
|
|
$
|
229.1
|
|
|
|
|
$
|
37.3
|
|
|
|
|
$
|
—
|
|
|
Other Great Plains Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate derivative instruments
(c)
|
|
$
|
98.4
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
98.4
|
|
|
Total
|
|
$
|
98.4
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
98.4
|
|
|
Great Plains Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Nuclear decommissioning trust
(a)
|
|
$
|
255.3
|
|
|
|
|
$
|
220.0
|
|
|
|
|
$
|
35.3
|
|
|
|
|
$
|
—
|
|
|
Self-insured health plan trust
(b)
|
|
11.1
|
|
|
|
|
9.1
|
|
|
|
|
2.0
|
|
|
|
|
—
|
|
|
||||
Interest rate derivative instruments
(c)
|
|
98.4
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
98.4
|
|
|
||||
Total
|
|
$
|
364.8
|
|
|
|
|
$
|
229.1
|
|
|
|
|
$
|
37.3
|
|
|
|
|
$
|
98.4
|
|
|
Description
|
December 31
2017 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
KCP&L
|
|
(millions)
|
|
||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Nuclear decommissioning trust
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
$
|
183.8
|
|
|
|
|
$
|
183.8
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
Debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury
|
|
35.3
|
|
|
|
|
35.3
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||||
U.S. Agency
|
|
0.4
|
|
|
|
|
—
|
|
|
|
|
0.4
|
|
|
|
|
—
|
|
|
||||
State and local obligations
|
|
2.1
|
|
|
|
|
—
|
|
|
|
|
2.1
|
|
|
|
|
—
|
|
|
||||
Corporate bonds
|
|
34.1
|
|
|
|
|
—
|
|
|
|
|
34.1
|
|
|
|
|
—
|
|
|
||||
Foreign governments
|
|
0.1
|
|
|
|
|
—
|
|
|
|
|
0.1
|
|
|
|
|
—
|
|
|
||||
Cash equivalents
|
|
2.5
|
|
|
|
|
2.5
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||||
Other
|
|
0.1
|
|
|
|
|
0.1
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||||
Total nuclear decommissioning trust
|
|
258.4
|
|
|
|
|
221.7
|
|
|
|
|
36.7
|
|
|
|
|
—
|
|
|
||||
Self-insured health plan trust
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
0.5
|
|
|
|
|
0.5
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||||
Debt securities
|
|
2.7
|
|
|
|
|
0.3
|
|
|
|
|
2.4
|
|
|
|
|
—
|
|
|
||||
Cash and cash equivalents
|
|
7.7
|
|
|
|
|
7.7
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||||
Total self-insured health plan trust
|
|
10.9
|
|
|
|
|
8.5
|
|
|
|
|
2.4
|
|
|
|
|
—
|
|
|
||||
Total
|
|
$
|
269.3
|
|
|
|
|
$
|
230.2
|
|
|
|
|
$
|
39.1
|
|
|
|
|
$
|
—
|
|
|
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)
|
|
$
|
258.4
|
|
|
|
|
$
|
221.7
|
|
|
|
|
$
|
36.7
|
|
|
|
|
$
|
—
|
|
|
Self-insured health plan trust
(b)
|
|
10.9
|
|
|
|
|
8.5
|
|
|
|
|
2.4
|
|
|
|
|
—
|
|
|
||||
Interest rate derivative instruments
(c)
|
|
91.4
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
91.4
|
|
|
||||
Total
|
|
$
|
360.7
|
|
|
|
|
$
|
230.2
|
|
|
|
|
$
|
39.1
|
|
|
|
|
$
|
91.4
|
|
|
(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)
|
The fair value of interest rate derivative instruments is based on a settlement value, discounted by a contingency factor that management believes is representative of what a market participant would use in valuing these instruments in order to account for the contingent nature of the cash settlement of these instruments. At
March 31, 2018
and
December 31, 2017
, the settlement value was
$140.6 million
with a contingency factor of
0.3
and
0.35
, respectively. A decrease in the contingency factor would result in a higher fair value measurement. The contingency factor will increase or decrease in response to facts and circumstances that in the view of a market participant, would increase or decrease the likelihood that the merger with Westar is not consummated. Because of the unobservable nature of the contingency factor, the interest rate derivatives have been classified as Level 3.
|
Great Plains Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Gains and Losses on Cash Flow Hedges
(a)
|
|
Defined Benefit Pension Items
(a)
|
|
|
Total
(a)
|
|
||||||||||
Three Months Ended March 31, 2018
|
|
(millions)
|
||||||||||||||||
Beginning balance January 1
|
|
|
$
|
0.4
|
|
|
|
|
$
|
(2.6
|
)
|
|
|
|
$
|
(2.2
|
)
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
|
0.9
|
|
|
|
|
0.1
|
|
|
|
|
1.0
|
|
|
|||
Net current period other comprehensive income
|
|
|
0.9
|
|
|
|
|
0.1
|
|
|
|
|
1.0
|
|
|
|||
Ending balance March 31
|
|
|
$
|
1.3
|
|
|
|
|
$
|
(2.5
|
)
|
|
|
|
$
|
(1.2
|
)
|
|
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
|
)
|
|
KCP&L
|
|
|
|
|
||
|
|
Gains and Losses on Cash Flow Hedges
(a)
|
||||
Three Months Ended March 31, 2018
|
|
(millions)
|
||||
Beginning balance January 1
|
|
|
$
|
0.4
|
|
|
Amounts reclassified from accumulated other comprehensive income
|
|
|
0.9
|
|
|
|
Net current period other comprehensive income
|
|
|
0.9
|
|
|
|
Ending balance March 31
|
|
|
$
|
1.3
|
|
|
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
|
)
|
|
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
|
|
2018
|
|
2017
|
|
|
||||
|
|
(millions)
|
|
|
||||||
Gains (losses) on cash flow hedges (effective portion)
|
|
|
|
|
|
|
||||
Interest rate contracts
|
|
$
|
(1.2
|
)
|
|
$
|
(2.3
|
)
|
|
Interest charges
|
|
|
(1.2
|
)
|
|
(2.3
|
)
|
|
Income before income tax expense and income from equity investments
|
||
|
|
0.3
|
|
|
0.9
|
|
|
Income tax benefit
|
||
|
|
$
|
(0.9
|
)
|
|
$
|
(1.4
|
)
|
|
Net income (loss)
|
Amortization of defined benefit pension items
|
|
|
|
|
|
|
||||
Net losses included in net periodic benefit costs
|
|
$
|
(0.1
|
)
|
|
$
|
(0.2
|
)
|
|
Non-operating expenses
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
Income before income tax expense and income from equity investments
|
||
|
|
—
|
|
|
0.1
|
|
|
Income tax benefit
|
||
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
Net income (loss)
|
|
|
|
|
|
|
|
||||
Total reclassifications, net of tax
|
|
$
|
(1.0
|
)
|
|
$
|
(1.5
|
)
|
|
Net income (loss)
|
KCP&L
|
|
|
|
|
|
|
||||
Details about Accumulated Other Comprehensive Loss Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
|
|
Affected Line Item in the Income Statement
|
||||||
Three Months Ended March 31
|
|
2018
|
|
2017
|
|
|
||||
|
|
(millions)
|
|
|
||||||
Gains (losses) on cash flow hedges (effective portion)
|
|
|
|
|
|
|
||||
Interest rate contracts
|
|
$
|
(1.2
|
)
|
|
$
|
(2.2
|
)
|
|
Interest charges
|
|
|
(1.2
|
)
|
|
(2.2
|
)
|
|
Income before income tax expense
|
||
|
|
0.3
|
|
|
0.9
|
|
|
Income tax benefit
|
||
Total reclassifications, net of tax
|
|
$
|
(0.9
|
)
|
|
$
|
(1.3
|
)
|
|
Net income
|
|
|||||||
Great Plains Energy
|
|
|
|
||||
Three Months Ended March 31
|
2018
|
|
2017
|
||||
Current income taxes
|
(millions)
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
State
|
—
|
|
|
0.2
|
|
||
Total
|
—
|
|
|
0.2
|
|
||
Deferred income taxes
|
|
|
|
||||
Federal
|
3.2
|
|
|
(4.5
|
)
|
||
State
|
2.6
|
|
|
(1.1
|
)
|
||
Total
|
5.8
|
|
|
(5.6
|
)
|
||
Investment tax credit amortization
|
(0.3
|
)
|
|
(0.4
|
)
|
||
Income tax expense (benefit)
|
$
|
5.5
|
|
|
$
|
(5.8
|
)
|
KCP&L
|
|
|
|
||||
Three Months Ended March 31
|
2018
|
|
2017
|
||||
Current income taxes
|
(millions)
|
||||||
Federal
|
$
|
(1.3
|
)
|
|
$
|
(0.1
|
)
|
State
|
(0.5
|
)
|
|
—
|
|
||
Total
|
(1.8
|
)
|
|
(0.1
|
)
|
||
Deferred income taxes
|
|
|
|
|
|
||
Federal
|
3.6
|
|
|
7.8
|
|
||
State
|
2.0
|
|
|
1.4
|
|
||
Total
|
5.6
|
|
|
9.2
|
|
||
Investment tax credit amortization
|
(0.3
|
)
|
|
(0.3
|
)
|
||
Income tax expense
|
$
|
3.5
|
|
|
$
|
8.8
|
|
Great Plains Energy
|
|
|
|
||
Three Months Ended March 31
|
2018
|
|
2017
|
||
Federal statutory income tax rate
|
21.0
|
%
|
|
35.0
|
%
|
Effect of regulatory treatment of book and tax differences
|
(9.6
|
)
|
|
—
|
|
Amortization of investment tax credits
|
(0.4
|
)
|
|
(0.4
|
)
|
Federal income tax credits
|
(4.1
|
)
|
|
(1.5
|
)
|
State income taxes
|
5.2
|
|
|
4.2
|
|
Transaction-related costs
|
0.1
|
|
|
3.1
|
|
Other
|
1.4
|
|
|
(2.5
|
)
|
Effective income tax rate
|
13.6
|
%
|
|
37.9
|
%
|
KCP&L
|
|
|
|
||
Three Months Ended March 31
|
2018
|
|
2017
|
||
Federal statutory income tax rate
|
21.0
|
%
|
|
35.0
|
%
|
Effect of regulatory treatment of book and tax differences
|
(7.2
|
)
|
|
(0.1
|
)
|
Amortization of investment tax credits
|
(0.4
|
)
|
|
(0.3
|
)
|
Federal income tax credits
|
(5.3
|
)
|
|
(1.8
|
)
|
State income taxes
|
5.1
|
|
|
4.0
|
|
Other
|
1.7
|
|
|
1.5
|
|
Effective income tax rate
|
14.9
|
%
|
|
38.3
|
%
|
Three Months Ended March 31, 2018
|
Electric
Utility
|
|
Other
|
|
Eliminations
|
|
Great Plains
Energy
|
||||||||||||||||
|
|
(millions)
|
|||||||||||||||||||||
Operating revenues
|
|
$
|
583.9
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
583.9
|
|
|
Depreciation and amortization
|
|
(93.7
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(93.7
|
)
|
|
||||
Interest (charges) income
|
|
(47.8
|
)
|
|
|
|
(8.3
|
)
|
|
|
|
8.0
|
|
|
|
|
(48.1
|
)
|
|
||||
Income tax expense
|
|
(2.9
|
)
|
|
|
|
(2.6
|
)
|
|
|
|
—
|
|
|
|
|
(5.5
|
)
|
|
||||
Net income
|
|
28.0
|
|
|
|
|
7.0
|
|
|
|
|
—
|
|
|
|
|
35.0
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
)
|
|
|
Electric
Utility
|
|
Other
|
|
Eliminations
|
|
Great Plains
Energy
|
||||||||||||||||
March 31, 2018
|
|
(millions)
|
|
||||||||||||||||||||
Assets
|
|
$
|
11,529.0
|
|
|
|
|
$
|
1,304.1
|
|
|
|
|
$
|
(384.7
|
)
|
|
|
|
$
|
12,448.4
|
|
|
Capital expenditures
(a)
|
|
119.7
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
119.7
|
|
|
||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets
|
|
$
|
11,508.1
|
|
|
|
|
$
|
1,285.7
|
|
|
|
|
$
|
(335.9
|
)
|
|
|
|
$
|
12,457.9
|
|
|
Capital expenditures
(a)
|
|
573.5
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
573.5
|
|
|
Reconciliation of GAAP to Non-GAAP
|
Earnings (Loss)
|
|
Earnings (Loss) per Diluted Share
|
|||||||||||||
Three Months Ended March 31
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||||||
|
(millions, except per share amounts)
|
|||||||||||||||
Earnings (loss) available for common shareholders
|
$
|
35.0
|
|
|
$
|
(24.7
|
)
|
|
$
|
0.16
|
|
|
$
|
(0.11
|
)
|
|
Costs to achieve the anticipated merger with Westar:
|
|
|
|
|
|
|
|
|||||||||
Operating expense, pre-tax
(a)
|
2.9
|
|
|
39.4
|
|
|
0.02
|
|
|
0.25
|
|
|||||
Financing, pre-tax
(b)
|
—
|
|
|
26.6
|
|
|
—
|
|
|
0.17
|
|
|||||
Mark-to-market impacts of interest rate swaps, pre-tax
(c)
|
(7.0
|
)
|
|
(12.1
|
)
|
|
(0.05
|
)
|
|
(0.08
|
)
|
|||||
Interest income, pre-tax
(d)
|
(3.5
|
)
|
|
(4.6
|
)
|
|
(0.02
|
)
|
|
(0.03
|
)
|
|||||
Income tax expense (benefit)
(e)
|
2.0
|
|
|
(19.8
|
)
|
|
0.02
|
|
|
(0.13
|
)
|
|||||
Preferred stock
(f)
|
—
|
|
|
15.1
|
|
|
—
|
|
|
0.10
|
|
|||||
Impact of October 2016 share issuance
(g)
|
N/A
|
|
|
N/A
|
|
|
0.06
|
|
|
(0.04
|
)
|
|||||
Adjusted earnings (non-GAAP)
|
$
|
29.4
|
|
|
$
|
19.9
|
|
|
$
|
0.19
|
|
|
$
|
0.13
|
|
|
Average Shares Outstanding
|
|
|
|
|
(millions)
|
|||||||||||
Shares used in calculating diluted earnings (loss) per common share
|
|
|
|
|
216.0
|
|
215.3
|
|||||||||
Adjustment for October 2016 share issuance
(g)
|
|
|
|
|
(60.5)
|
|
(60.5)
|
|||||||||
Shares used in calculating adjusted earnings per share (non-GAAP)
|
|
|
|
|
155.5
|
|
154.8
|
Three Months Ended March 31
|
2018
|
|
2017
|
||||
|
(millions)
|
||||||
Operating revenues
|
$
|
583.9
|
|
|
$
|
570.7
|
|
Fuel and purchased power
|
(154.3
|
)
|
|
(126.5
|
)
|
||
Transmission
|
(25.4
|
)
|
|
(23.1
|
)
|
||
Other operating expenses
|
(221.3
|
)
|
|
(232.3
|
)
|
||
Costs to achieve the anticipated merger with Westar
|
(2.9
|
)
|
|
(39.4
|
)
|
||
Depreciation and amortization
|
(93.7
|
)
|
|
(90.3
|
)
|
||
Operating income
|
86.3
|
|
|
59.1
|
|
||
Non-operating income and expenses
|
1.3
|
|
|
(8.8
|
)
|
||
Interest charges
|
(48.1
|
)
|
|
(66.6
|
)
|
||
Income tax (expense) benefit
|
(5.5
|
)
|
|
5.8
|
|
||
Income from equity investments
|
1.0
|
|
|
0.9
|
|
||
Net income (loss)
|
35.0
|
|
|
(9.6
|
)
|
||
Preferred dividends
|
—
|
|
|
(15.1
|
)
|
||
Earnings (loss) available for common shareholders
|
$
|
35.0
|
|
|
$
|
(24.7
|
)
|
Reconciliation of gross margin to operating revenues:
|
|
|
|
||||
Operating revenues
|
$
|
583.9
|
|
|
$
|
570.7
|
|
Fuel and purchased power
|
(154.3
|
)
|
|
(126.5
|
)
|
||
Transmission
|
(25.4
|
)
|
|
(23.1
|
)
|
||
Gross margin
(a)
|
$
|
404.2
|
|
|
$
|
421.1
|
|
(a)
|
Gross margin is a non-GAAP financial measure. See explanation of gross margin below.
|
•
|
a $16.9 million decrease in gross margin driven by a provision for rate refund related to the Tax Cuts and Jobs Act and the income statement presentation of sales taxes and franchise fees collected from KCP&L Missouri customers; partially offset by colder weather and an increase in weather-normalized retail demand;
|
•
|
a $10.7 million decrease in other operating expense primarily driven by the income statement presentation of sales taxes and franchise fees collected from KCP&L Missouri customers; partially offset by an increase in program costs for energy efficiency programs under the Missouri Energy Efficiency Investment Act (MEEIA) and an increase in plant operating and maintenance expenses at coal units;
|
•
|
a $9.5 million decrease in costs to achieve the anticipated merger with Westar primarily due to decreased consulting fees and severance expenses; and
|
•
|
a $7.2 million decrease in income tax expense primarily driven by a decrease in the federal statutory income tax rate in 2018 and an increase in flow-through items primarily consisting of amortization of
|
•
|
a $27.0 million decrease in operating expenses for costs to achieve the anticipated merger with Westar;
|
•
|
a $14.5 million decrease in interest charges primarily due to:
|
◦
|
$26.6 million of costs incurred to finance the acquisition of Westar under the Original Merger Agreement in 2017, including fees for a bridge term loan facility and interest on Great Plains Energy's $4.3 billion senior notes issued in March 2017 and redeemed in July 2017; and
|
◦
|
a $12.1 million mark-to-market gain in 2017 on deal contingent interest rate swaps entered into in June 2016 to hedge against interest rate fluctuations prior to Great Plains Energy's issuance of $4.3 billion senior notes in March 2017;
|
•
|
a $5.9 million increase in non-operating income due to a $7.0 million mark-to-market gain on deal contingent interest rate swaps in 2018, partially offset by a decrease of $1.1 million of interest income earned on decreased cash and cash equivalents at Great Plains Energy in 2018;
|
•
|
a $17.7 million increase in income tax expense related to these items; and
|
•
|
a $15.1 million decrease in reductions to earnings available for common shareholders related to preferred stock dividend requirements for Great Plains Energy's Series B Preferred Stock that was redeemed in August 2017.
|
Three Months Ended March 31
|
2018
|
|
2017
|
||||
|
(millions)
|
||||||
Operating revenues
|
$
|
583.9
|
|
|
$
|
570.7
|
|
Fuel and purchased power
|
(154.3
|
)
|
|
(126.5
|
)
|
||
Transmission
|
(25.4
|
)
|
|
(23.1
|
)
|
||
Other operating expenses
|
(220.7
|
)
|
|
(231.4
|
)
|
||
Costs to achieve the anticipated merger with Westar
|
(2.2
|
)
|
|
(11.7
|
)
|
||
Depreciation and amortization
|
(93.7
|
)
|
|
(90.3
|
)
|
||
Operating income
|
87.6
|
|
|
87.7
|
|
||
Non-operating income and expenses
|
(8.9
|
)
|
|
(11.4
|
)
|
||
Interest charges
|
(47.8
|
)
|
|
(50.1
|
)
|
||
Income tax expense
|
(2.9
|
)
|
|
(10.1
|
)
|
||
Net income
|
$
|
28.0
|
|
|
$
|
16.1
|
|
Reconciliation of gross margin to operating revenues
|
|
|
|
||||
Operating revenues
|
$
|
583.9
|
|
|
$
|
570.7
|
|
Fuel and purchased power
|
(154.3
|
)
|
|
(126.5
|
)
|
||
Transmission
|
(25.4
|
)
|
|
(23.1
|
)
|
||
Gross margin
(a)
|
$
|
404.2
|
|
|
$
|
421.1
|
|
(a)
|
Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Results of Operations.
|
•
|
a $21.9 million decrease due to a provision for rate refund in 2018 at KCP&L and GMO for Missouri and Kansas customers for the difference in federal income taxes collected in current rates at 35% and the new federal corporate income tax rate of 21% effective in January 2018 as a result of the Tax Cuts and Jobs Act;
|
•
|
$16.0 million of sales taxes and franchise fees collected from KCP&L Missouri customers in 2017, which as part of the Company's adoption of ASC 606,
Revenue from Contracts with Customers
, these items are now presented net in revenue in 2018;
|
•
|
an estimated $18 million increase due to colder weather driven by a 27% increase in heating degree days in the first quarter of 2018;
|
•
|
an estimated $6 million increase due to weather-normalized retail demand; and
|
•
|
a $1.8 million increase for recovery of program costs for energy efficiency programs under MEEIA, which have a direct offset in utility operating and maintenance expense.
|
•
|
a $16.1 million decrease in general taxes primarily due to sales taxes and franchise fees collected from KCP&L Missouri customers in 2017, which as part of the Company's adoption of ASC 606,
Revenue from Contracts with Customers
, these items are now presented net in revenue in 2018;
|
•
|
a $1.8 million increase in program costs for energy efficiency program under MEEIA, which have a direct offset in revenue; and
|
•
|
a $1.1 million increase in plant operating and maintenance expense at coal units, primarily due to outages.
|
•
|
a $4.1 million decrease in income tax expense as a result of the decrease in the federal statutory income tax rate in 2018; and
|
•
|
a $4.0 million decrease in income tax expense due to an increase in flow-through items primarily consisting of amortization of regulatory liabilities for excess deferred income taxes generated as a result of the enactment of the Tax Cuts and Jobs Act in December 2017.
|
•
|
Great Plains Energy's receivables, net decreased $43.5 million primarily due to seasonal decreases in customer accounts receivable.
|
•
|
Great Plains Energy's commercial paper increased $147.0 million due to an increase in commercial paper of $120.8 million at KCP&L and $26.2 million at GMO due to borrowings for general corporate purposes.
|
•
|
Great Plains Energy's current maturities of long-term debt decreased $350.0 million due to the repayment of KCP&L's $350.0 million of 6.375% unsecured Senior Notes at maturity in March 2018.
|
•
|
Great Plains Energy's accounts payable decreased $154.0 million primarily due to the timing of cash payments.
|
•
|
Great Plains Energy's accrued taxes increased $37.6 million primarily due to the timing of property tax payments.
|
•
|
Great Plains Energy's long-term debt increased $295.9 million primarily due to KCP&L's issuance of $300.0 million of 4.20% unsecured Senior Notes in March 2018.
|
Three Months Ended March 31
|
2018
|
|
2017
|
||||
|
(millions)
|
||||||
Operating revenues
|
$
|
397.1
|
|
|
$
|
395.9
|
|
Fuel and purchased power
|
(101.8
|
)
|
|
(78.9
|
)
|
||
Transmission
|
(15.7
|
)
|
|
(14.3
|
)
|
||
Other operating expenses
|
(150.2
|
)
|
|
(164.5
|
)
|
||
Costs to achieve the anticipated merger with Westar
|
(1.5
|
)
|
|
(7.9
|
)
|
||
Depreciation and amortization
|
(66.9
|
)
|
|
(65.3
|
)
|
||
Operating income
|
61.0
|
|
|
65.0
|
|
||
Non-operating income and expenses
|
(4.3
|
)
|
|
(6.4
|
)
|
||
Interest charges
|
(33.0
|
)
|
|
(35.6
|
)
|
||
Income tax expense
|
(3.5
|
)
|
|
(8.8
|
)
|
||
Net income
|
$
|
20.2
|
|
|
$
|
14.2
|
|
Reconciliation of gross margin to operating revenues:
|
|
|
|
||||
Operating revenues
|
$
|
397.1
|
|
|
$
|
395.9
|
|
Fuel and purchased power
|
(101.8
|
)
|
|
(78.9
|
)
|
||
Transmission
|
(15.7
|
)
|
|
(14.3
|
)
|
||
Gross margin
(a)
|
$
|
279.6
|
|
|
$
|
302.7
|
|
(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
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||
Retail revenues
|
(millions)
|
|
|
|
(thousands)
|
|
|
||||||||||||
Residential
|
$
|
154.9
|
|
|
$
|
141.5
|
|
|
9
|
|
|
1,346
|
|
|
1,190
|
|
|
13
|
|
Commercial
|
181.8
|
|
|
181.4
|
|
|
—
|
|
|
1,859
|
|
|
1,784
|
|
|
4
|
|
||
Industrial
|
32.2
|
|
|
32.9
|
|
|
(2
|
)
|
|
410
|
|
|
421
|
|
|
(3
|
)
|
||
Other retail revenues
|
2.7
|
|
|
2.7
|
|
|
(2
|
)
|
|
19
|
|
|
19
|
|
|
1
|
|
||
Total electric retail
|
371.6
|
|
|
358.5
|
|
|
4
|
|
|
3,634
|
|
|
3,414
|
|
|
6
|
|
||
Wholesale revenues
|
3.1
|
|
|
23.5
|
|
|
(87
|
)
|
|
1,380
|
|
|
1,884
|
|
|
(27
|
)
|
||
Other revenues
|
22.4
|
|
|
13.9
|
|
|
60
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||
Operating revenues
|
397.1
|
|
|
395.9
|
|
|
—
|
|
|
5,014
|
|
|
5,298
|
|
|
(5
|
)
|
||
Fuel and purchased power
|
(101.8
|
)
|
|
(78.9
|
)
|
|
29
|
|
|
|
|
|
|
|
|||||
Transmission
|
(15.7
|
)
|
|
(14.3
|
)
|
|
9
|
|
|
|
|
|
|
|
|||||
Gross margin
(a)
|
$
|
279.6
|
|
|
$
|
302.7
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
|
(a)
|
Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Results of Operations.
|
•
|
a $15.2 million decrease due to a provision for rate refund in 2018 at KCP&L for Missouri and Kansas customers for the difference in federal income taxes collected in current rates at 35% and the new federal corporate income tax rate of 21% effective in January 2018 as a result of the Tax Cuts and Jobs Act;
|
•
|
$16.0 million of sales taxes and franchise fees collected from KCP&L Missouri customers in 2017, which as part of the Company's adoption of ASC 606,
Revenue from Contracts with Customers
, these items are now presented net in revenue in 2018;
|
•
|
a $1.0 million decrease for recovery of program costs for energy efficiency programs under MEEIA, which have a direct offset in utility operating and maintenance expense;
|
•
|
an estimated $10 million increase due to colder weather driven by a 27% increase in heating degree days in the first quarter of 2018; and
|
•
|
an estimated $2 million increase due to weather-normalized retail demand.
|
•
|
a $15.6 million decrease in general taxes primarily due to sales taxes and franchise fees collected from KCP&L Missouri customers in 2017, which as part of the Company's adoption of ASC 606,
Revenue from Contracts with Customers
, these items are now presented net in revenue in 2018;
|
•
|
a $1.0 million decrease in program costs for energy efficiency programs under MEEIA, which have a direct offset in revenue; and
|
•
|
a $1.9 million increase in plant operating and maintenance expense at coal units, primarily due to outages.
|
•
|
a $3.1 million decrease in income tax expense as a result of the decrease in the federal statutory income tax rate in 2018; and
|
•
|
a $1.8 million decrease in income tax expense due to an increase in flow-through items primarily consisting of amortization of regulatory liabilities for excess deferred income taxes generated as a result of the enactment of the Tax Cuts and Jobs Act in December 2017.
|
Issuer Purchases of Equity Securities
|
|||||||||
Month
|
|
Total Number of Shares (or Units) Purchased
(a)
|
Average Price Paid per Share (or Unit)
|
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
|
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
|
||||
January 1 - 31
|
|
3,871
|
|
$
|
30.96
|
|
—
|
|
N/A
|
February 1 - 28
|
|
1,580
|
|
30.14
|
|
—
|
|
N/A
|
|
March 1 - 31
|
|
19,041
|
|
30.64
|
|
—
|
|
N/A
|
|
Total
|
|
24,492
|
|
$
|
30.66
|
|
—
|
|
N/A
|
Exhibit
Number
|
|
Description of Document
|
|
Registrant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
*
|
|
Great Plains Energy
KCP&L
|
|
|
|
|
|
|
10.1
|
+
|
|
Great Plains Energy
KCP&L
|
|
|
|
|
|
|
10.2
|
+
|
|
Great Plains Energy
KCP&L
|
|
|
|
|
|
|
10.3
|
+
|
|
Great Plains Energy
KCP&L
|
|
|
|
|
|
|
10.4
|
+
|
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
10.5
|
|
|
Great Plains Energy
|
|
|
|
|
|
|
10.6
|
|
|
Great Plains Energy
KCP&L
|
|
|
|
|
|
|
10.7
|
|
|
Great Plains Energy
|
|
|
|
|
|
|
10.8
|
|
|
|
Great Plains Energy
|
|
|
|
|
|
31.1
|
|
|
|
Great Plains Energy
|
|
|
|
|
|
31.2
|
|
|
|
Great Plains Energy
|
|
|
|
|
|
31.3
|
|
|
|
KCP&L
|
|
|
|
|
|
31.4
|
|
|
|
KCP&L
|
|
|
|
|
|
32.1
|
**
|
|
|
Great Plains Energy
|
|
|
|
|
|
32.2
|
**
|
|
|
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 2, 2018
|
By:
/s/ Terry Bassham
|
|
|
(Terry Bassham)
|
|
|
(Chief Executive Officer)
|
|
|
|
Dated:
|
May 2, 2018
|
By:
/s/ Steven P. Busser
|
|
|
(Steven P. Busser)
|
|
|
(Principal Accounting Officer)
|
|
|
KANSAS CITY POWER & LIGHT COMPANY
|
|
|
|
Dated:
|
May 2, 2018
|
By:
/s/ Terry Bassham
|
|
|
(Terry Bassham)
|
|
|
(Chief Executive Officer)
|
|
|
|
Dated:
|
May 2, 2018
|
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, 2020
(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. Unless otherwise not permitted by the Compensation and Development Committee (which may disallow share withholding at any time), the Company shall first withhold such taxes (including any taxes due on the cash payment of dividend
|
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:__________________________________
|
By:____________________________________
|
|
Grantee
|
|
|
|
|
|
Dated: March _____, 2018
|
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 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 1, 2021
(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: _______________________________
|
|
|
|
|
|
Dated: March ____, 2018
|
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
|
BORROWER:
|
GREAT PLAINS ENERGY INCORPORATED,
|
|
a Delaware corporation
|
|
|
|
By: /s/ Lori A. Wright
|
|
Name: Lori A. Wright
|
|
Title: Vice President - Corporate Planning,
Investor Relations and Treasurer
|
|
|
ADMINISTRATIVE AGENT
:
|
WELLS FARGO BANK, NATIONAL
|
|
ASSOCIATION,
|
|
as Administrative Agent
|
|
|
|
By: /s/ Frederick W. Price
|
|
Name: Frederick W. Price
|
|
Title: Managing Director
|
|
|
LENDERS:
|
Bank of America, N.A.,
|
|
as a Lender
|
|
|
|
By: /s/ Jerry Wells
|
|
Name: Jerry Wells
|
|
Title: Director
|
|
|
LENDERS:
|
JPMORGAN CHASE BANK, N.A.,
|
|
as a Lender
|
|
|
|
By: /s/ Helen D. Davis
|
|
Name: Helen D. Davis
|
|
Title: Executive Director
|
|
|
LENDERS:
|
MUFG Union Bank, N.A.,
|
|
as a Lender
|
|
|
|
By: /s/ Cherese Joseph
|
|
Name: Cherese Joseph
|
|
Title: Vice President
|
|
|
|
|
LENDERS:
|
Barclays Bank PLC,
|
|
as a Lender
|
|
|
|
By: /s/ Jake Lam
|
|
Name: Jake Lam
|
|
Title: Assistant Vice President
|
|
|
LENDERS:
|
BNP Paribas,
|
|
as a Lender
|
|
|
|
By: /s/ Theodore Sheen
|
|
Name: Theodore Sheen
|
|
Title: Director
|
|
|
|
By: /s/ Karima Omar
|
|
Name: Karima Omar
|
|
Title: Vice President
|
|
|
LENDERS:
|
SunTrust Bank,
|
|
as a Lender
|
|
|
|
By: /s/ Yann Pirio
|
|
Name: Yann Pirio
|
|
Title: Managing Director
|
|
|
LENDERS:
|
MIZUHO BANK, LTD.,
|
|
as a Lender
|
|
|
|
By: /s/ Nelson Chang
|
|
Name: Nelson Chang
|
|
Title: Authorized Signatory
|
|
|
LENDERS:
|
U.S. Bank National Association,
|
|
as a Lender
|
|
|
|
By: /s/ Michael E. Temnick
|
|
Name: Michael E. Temnick
|
|
Title: Vice President
|
|
|
LENDERS:
|
GOLDMAN SACHS BANK USA,
|
|
as a Lender
|
|
|
|
By: /s/ Chris Lam
|
|
Name: Chris Lam
|
|
Title: Authorized Signatory
|
|
|
LENDERS:
|
Keybank National Association
|
|
as a Lender
|
|
|
|
By: /s/ Benjamin C Cooper
|
|
Name: Benjamin C Cooper
|
|
Title: Vice President
|
|
|
LENDERS:
|
THE BANK OF NEW YORK MELLON,
|
|
as a Lender
|
|
|
|
By: /s/ Molly C. Homoki
|
|
Name: Molly C. Homoki
|
|
Title: Vice President
|
|
|
LENDERS:
|
UMB Bank, n.a.,
|
|
as a Lender
|
|
|
|
By: /s/ Robert P. Elbert
|
|
Name: Robert P. Elbert
|
|
Title: Senior Vice President
|
|
|
LENDERS:
|
Commerce Bank,
|
|
as a Lender
|
|
|
|
By: /s/ Aaron M. Siders
|
|
Name: Aaron M. Siders
|
|
Title: Senior Vice President
|
|
|
LENDERS:
|
National Cooperative Services Corporation,
|
|
as a Lender
|
|
|
|
By: /s/ Uzma A. Rahman
|
|
Name: Uzma A. Rahman
|
|
Title: Assistant Secretary - Treasurer
|
|
|
BORROWER:
|
KANSAS CITY POWER & LIGHT COMPANY,
|
|
a Missouri corporation
|
|
|
|
By: /s/ Lori A. Wright
|
|
Name: Lori A. Wright
|
|
Title: Vice President - Corporate Planning,
Investor Relations and Treasurer
|
|
|
ADMINISTRATIVE AGENT
:
|
WELLS FARGO BANK, NATIONAL
|
|
ASSOCIATION,
|
|
as Administrative Agent
|
|
|
|
By: /s/ Frederick W. Price
|
|
Name: Frederick W. Price
|
|
Title: Managing Director
|
|
|
LENDERS:
|
Bank of America, N.A.,
|
|
as a Lender
|
|
|
|
By: /s/ Jerry Wells
|
|
Name: Jerry Wells
|
|
Title: Director
|
|
|
LENDERS:
|
JPMORGAN CHASE BANK, N.A.,
|
|
as a Lender
|
|
|
|
By: /s/ Helen D. Davis
|
|
Name: Helen D. Davis
|
|
Title: Executive Director
|
|
|
LENDERS:
|
MUFG Union Bank, N.A.,
|
|
as a Lender
|
|
|
|
By: /s/ Cherese Joseph
|
|
Name: Cherese Joseph
|
|
Title: Vice President
|
|
|
|
|
LENDERS:
|
Barclays Bank PLC,
|
|
as a Lender
|
|
|
|
By: /s/ Jake Lam
|
|
Name: Jake Lam
|
|
Title: Assistant Vice President
|
|
|
LENDERS:
|
BNP Paribas,
|
|
as a Lender
|
|
|
|
By: /s/ Theodore Sheen
|
|
Name: Theodore Sheen
|
|
Title: Director
|
|
|
|
By: /s/ Karima Omar
|
|
Name: Karima Omar
|
|
Title: Vice President
|
|
|
LENDERS:
|
SunTrust Bank,
|
|
as a Lender
|
|
|
|
By: /s/ Yann Pirio
|
|
Name: Yann Pirio
|
|
Title: Managing Director
|
|
|
LENDERS:
|
MIZUHO BANK, LTD.,
|
|
as a Lender
|
|
|
|
By: /s/ Nelson Chang
|
|
Name: Nelson Chang
|
|
Title: Authorized Signatory
|
|
|
LENDERS:
|
U.S. Bank National Association,
|
|
as a Lender
|
|
|
|
By: /s/ Michael E. Temnick
|
|
Name: Michael E. Temnick
|
|
Title: Vice President
|
|
|
LENDERS:
|
GOLDMAN SACHS BANK USA,
|
|
as a Lender
|
|
|
|
By: /s/ Chris Lam
|
|
Name: Chris Lam
|
|
Title: Authorized Signatory
|
|
|
LENDERS:
|
Keybank National Association
|
|
as a Lender
|
|
|
|
By: /s/ Benjamin C Cooper
|
|
Name: Benjamin C Cooper
|
|
Title: Vice President
|
|
|
LENDERS:
|
THE BANK OF NEW YORK MELLON,
|
|
as a Lender
|
|
|
|
By: /s/ Molly C. Homoki
|
|
Name: Molly C. Homoki
|
|
Title: Vice President
|
|
|
LENDERS:
|
UMB Bank, n.a.,
|
|
as a Lender
|
|
|
|
By: /s/ Robert P. Elbert
|
|
Name: Robert P. Elbert
|
|
Title: Senior Vice President
|
|
|
LENDERS:
|
Commerce Bank,
|
|
as a Lender
|
|
|
|
By: /s/ Aaron M. Siders
|
|
Name: Aaron M. Siders
|
|
Title: Senior Vice President
|
|
|
LENDERS:
|
National Cooperative Services Corporation,
|
|
as a Lender
|
|
|
|
By: /s/ Uzma A. Rahman
|
|
Name: Uzma A. Rahman
|
|
Title: Assistant Secretary - Treasurer
|
|
|
BORROWER:
|
KCP&L GREATER MISSOURI OPERATIONS COMPANY,
|
|
a Delaware corporation
|
|
|
|
By: /s/ Lori A. Wright
|
|
Name: Lori A. Wright
|
|
Title: Vice President - Corporate Planning,
Investor Relations and Treasurer
|
|
|
ADMINISTRATIVE AGENT
:
|
WELLS FARGO BANK, NATIONAL
|
|
ASSOCIATION,
|
|
as Administrative Agent
|
|
|
|
By: /s/ Frederick W. Price
|
|
Name: Frederick W. Price
|
|
Title: Managing Director
|
|
|
LENDERS:
|
Bank of America, N.A.,
|
|
as a Lender
|
|
|
|
By: /s/ Jerry Wells
|
|
Name: Jerry Wells
|
|
Title: Director
|
|
|
LENDERS:
|
JPMORGAN CHASE BANK, N.A.,
|
|
as a Lender
|
|
|
|
By: /s/ Helen D. Davis
|
|
Name: Helen D. Davis
|
|
Title: Executive Director
|
|
|
LENDERS:
|
MUFG Union Bank, N.A.,
|
|
as a Lender
|
|
|
|
By: /s/ Cherese Joseph
|
|
Name: Cherese Joseph
|
|
Title: Vice President
|
|
|
|
|
LENDERS:
|
Barclays Bank PLC,
|
|
as a Lender
|
|
|
|
By: /s/ Jake Lam
|
|
Name: Jake Lam
|
|
Title: Assistant Vice President
|
|
|
LENDERS:
|
BNP Paribas,
|
|
as a Lender
|
|
|
|
By: /s/ Theodore Sheen
|
|
Name: Theodore Sheen
|
|
Title: Director
|
|
|
|
By: /s/ Karima Omar
|
|
Name: Karima Omar
|
|
Title: Vice President
|
|
|
LENDERS:
|
SunTrust Bank,
|
|
as a Lender
|
|
|
|
By: /s/ Yann Pirio
|
|
Name: Yann Pirio
|
|
Title: Managing Director
|
|
|
LENDERS:
|
MIZUHO BANK, LTD.,
|
|
as a Lender
|
|
|
|
By: /s/ Nelson Chang
|
|
Name: Nelson Chang
|
|
Title: Authorized Signatory
|
|
|
LENDERS:
|
U.S. Bank National Association,
|
|
as a Lender
|
|
|
|
By: /s/ Michael E. Temnick
|
|
Name: Michael E. Temnick
|
|
Title: Vice President
|
|
|
LENDERS:
|
GOLDMAN SACHS BANK USA,
|
|
as a Lender
|
|
|
|
By: /s/ Chris Lam
|
|
Name: Chris Lam
|
|
Title: Authorized Signatory
|
|
|
LENDERS:
|
Keybank National Association
|
|
as a Lender
|
|
|
|
By: /s/ Benjamin C Cooper
|
|
Name: Benjamin C Cooper
|
|
Title: Vice President
|
|
|
LENDERS:
|
THE BANK OF NEW YORK MELLON,
|
|
as a Lender
|
|
|
|
By: /s/ Molly C. Homoki
|
|
Name: Molly C. Homoki
|
|
Title: Vice President
|
|
|
LENDERS:
|
UMB Bank, n.a.,
|
|
as a Lender
|
|
|
|
By: /s/ Robert P. Elbert
|
|
Name: Robert P. Elbert
|
|
Title: Senior Vice President
|
|
|
LENDERS:
|
Commerce Bank,
|
|
as a Lender
|
|
|
|
By: /s/ Aaron M. Siders
|
|
Name: Aaron M. Siders
|
|
Title: Senior Vice President
|
|
|
LENDERS:
|
National Cooperative Services Corporation,
|
|
as a Lender
|
|
|
|
By: /s/ Uzma A. Rahman
|
|
Name: Uzma A. Rahman
|
|
Title: Assistant Secretary - Treasurer
|
|
|
By:
|
/s/ Nicolas Mounie
|
By:
|
/s/ Kevin Corrigan
|
By:
|
/s/ James P. Gilligan
|
By:
|
/s/ Kevin E. Bryant
|
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 2, 2018
|
/
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 2, 2018
|
/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 2, 2018
|
/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 2, 2018
|
/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 2, 2018
|
|
|
|
/s/Kevin E. Bryant
|
Name:
Title:
|
Kevin E. Bryant
Senior Vice President - Finance and Strategy and Chief Financial Officer
|
Date:
|
May 2, 2018
|
(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 2, 2018
|
|
|
|
/s/ Kevin E. Bryant
|
Name:
Title:
|
Kevin E. Bryant
Senior Vice President - Finance and Strategy and Chief Financial Officer
|
Date:
|
May 2, 2018
|