|
|
Exact name of registrant as specified in its charter,
|
|
|
Commission
|
|
state of incorporation, address of principal
|
|
I.R.S. Employer
|
File Number
|
|
executive offices and telephone number
|
|
Identification Number
|
|
|
|
|
|
001-38515
|
|
EVERGY, INC.
|
|
82-2733395
|
|
|
(a Missouri corporation)
|
|
|
|
|
1200 Main Street
|
|
|
|
|
Kansas City, Missouri 64105
|
|
|
|
|
(816) 556-2200
|
|
|
|
|
|
|
|
001-03523
|
|
WESTAR ENERGY, INC.
|
|
48-0290150
|
|
|
(a Kansas corporation)
|
|
|
|
|
818 South Kansas Avenue
|
|
|
|
|
Topeka, Kansas 66612
|
|
|
|
|
(785) 575-6300
|
|
|
|
|
|
|
|
000-51873
|
|
KANSAS CITY POWER & LIGHT COMPANY
|
|
44-0308720
|
|
|
(a Missouri corporation)
|
|
|
|
|
1200 Main Street
|
|
|
|
|
Kansas City, Missouri 64105
|
|
|
|
|
(816) 556-2200
|
|
|
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Evergy, Inc. common stock
|
|
EVRG
|
|
New York Stock Exchange
|
|
|
|
|
|
TABLE OF CONTENTS
|
|||
|
|
|
Page Number
|
|
|
||
|
|||
|
|
|
|
Item 1.
|
|
||
|
|
||
|
|||
|
|||
|
|||
|
|||
|
|
||
|
|||
|
|||
|
|||
|
|||
|
|
||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
|
|||
|
Note 1:
|
||
|
Note 2:
|
||
|
Note 3:
|
||
|
Note 4:
|
||
|
Note 5:
|
||
|
Note 6:
|
||
|
Note 7:
|
||
|
Note 8:
|
||
|
Note 9:
|
||
|
Note 10:
|
||
|
Note 11:
|
||
|
Note 12:
|
||
|
Note 13:
|
||
Item 2.
|
|||
Item 3.
|
|||
Item 4.
|
|||
|
|
|
|
|
|||
|
|
|
|
Item 1.
|
|||
Item 1A.
|
|||
Item 2.
|
|||
Item 3.
|
|||
Item 4.
|
|||
Item 5.
|
|||
Item 6.
|
|||
|
|
|
|
|
|
Abbreviation or Acronym
|
|
Definition
|
|
|
|
ACE
|
|
Affordable Clean Energy
|
AEP
|
|
American Electric Power Company, Inc.
|
AFUDC
|
|
Allowance for Funds Used During Construction
|
Amended Merger Agreement
|
|
Amended and Restated Agreement and Plan of Merger, dated as of July 9, 2017, by and among Great Plains Energy, Westar Energy, Monarch Energy Holding, Inc. and King Energy, Inc.
|
ARO
|
|
Asset Retirement Obligation
|
ASC
|
|
Accounting Standards Codification
|
ASR
|
|
Accelerated share repurchase
|
ASU
|
|
Accounting Standards Update
|
BSER
|
|
Best system of emission reduction
|
CCRs
|
|
Coal combustion residuals
|
CAA
|
|
Clean Air Act Amendments of 1990
|
CO
2
|
|
Carbon dioxide
|
COLI
|
|
Corporate-owned life insurance
|
CPP
|
|
Clean Power Plan
|
CWA
|
|
Clean Water Act
|
D.C. Circuit
|
|
U.S. Court of Appeals for the D.C. Circuit
|
EGU
|
|
Electric utility generating unit
|
ELG
|
|
Effluent limitations guidelines
|
EPA
|
|
Environmental Protection Agency
|
EPS
|
|
Earnings per common share
|
ERISA
|
|
Employee Retirement Income Security Act of 1974, as amended
|
ERSP
|
|
Earnings Review and Sharing Plan
|
Evergy
|
|
Evergy, Inc. and its consolidated subsidiaries
|
Evergy Board
|
|
Evergy Board of Directors
|
Evergy Companies
|
|
Evergy, Westar Energy, and KCP&L, collectively, which are individual registrants within the Evergy consolidated group
|
Exchange Act
|
|
The Securities Exchange Act of 1934, as amended
|
FASB
|
|
Financial Accounting Standards Board
|
FERC
|
|
The Federal Energy Regulatory Commission
|
GAAP
|
|
Generally Accepted Accounting Principles
|
GHG
|
|
Greenhouse gas
|
GMO
|
|
KCP&L Greater Missouri Operations Company, a wholly-owned subsidiary of Evergy
|
GPETHC
|
|
GPE Transmission Holding Company LLC, a wholly-owned subsidiary of Evergy
|
Great Plains Energy
|
|
Great Plains Energy Incorporated
|
KCC
|
|
The State Corporation Commission of the State of Kansas
|
KCP&L
|
|
Kansas City Power & Light Company, a wholly-owned subsidiary of Evergy, and its consolidated subsidiaries
|
KCP&L Mortgage Indenture
|
|
KCP&L General Mortgage Indenture and Deed of Trust dated as of December 1, 1986, as supplemented
|
KDHE
|
|
Kansas Department of Health & Environment
|
KGE
|
|
Kansas Gas and Electric Company, a wholly-owned subsidiary of Westar Energy
|
Abbreviation or Acronym
|
|
Definition
|
King Energy
|
|
King Energy, Inc., a wholly-owned subsidiary of Evergy
|
MDNR
|
|
Missouri Department of Natural Resources
|
MECG
|
|
Midwest Energy Consumers Group
|
MEEIA
|
|
Missouri Energy Efficiency Investment Act
|
Monarch Energy
|
|
Monarch Energy Holding, Inc.
|
MPSC
|
|
Public Service Commission of the State of Missouri
|
MW
|
|
Megawatt
|
MWh
|
|
Megawatt hour
|
NAAQs
|
|
National Ambient Air Quality Standards
|
NAV
|
|
Net Asset Value
|
NO
2
|
|
Nitrogen dioxide
|
NRC
|
|
Nuclear Regulatory Commission
|
NSR
|
|
New source review
|
OPC
|
|
Office of the Public Counsel
|
PISA
|
|
Plant-in service accounting
|
PM
|
|
Particulate matter
|
Prairie Wind
|
|
Prairie Wind Transmission, LLC, 50% owned by Westar Energy
|
RSU
|
|
Restricted share unit
|
RTO
|
|
Regional transmission organization
|
SEC
|
|
Securities and Exchange Commission
|
SO
2
|
|
Sulfur dioxide
|
SPP
|
|
Southwest Power Pool, Inc.
|
TCJA
|
|
Tax Cuts and Jobs Act
|
TFR
|
|
Transmission formula rate
|
Transource
|
|
Transource Energy, LLC and its subsidiaries, 13.5% owned by GPETHC
|
VIE
|
|
Variable interest entity
|
Westar Energy
|
|
Westar Energy, Inc., a wholly-owned subsidiary of Evergy, and its consolidated subsidiaries
|
WIIN
|
|
Water Infrastructure Improvements for the Nation
|
Wolf Creek
|
|
Wolf Creek Generating Station
|
WOTUS
|
|
Waters of the United States
|
EVERGY, INC.
|
|||||||||||
Consolidated Balance Sheets
|
|||||||||||
(Unaudited)
|
|||||||||||
|
|
|
|
||||||||
|
March 31
|
|
December 31
|
||||||||
|
2019
|
|
2018
|
||||||||
ASSETS
|
(millions, except share amounts)
|
||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
133.6
|
|
|
|
|
$
|
160.3
|
|
|
Restricted cash
|
|
414.3
|
|
|
|
|
—
|
|
|
||
Receivables, net
|
|
164.8
|
|
|
|
|
193.7
|
|
|
||
Accounts receivable pledged as collateral
|
|
359.0
|
|
|
|
|
365.0
|
|
|
||
Fuel inventory and supplies
|
|
466.5
|
|
|
|
|
511.0
|
|
|
||
Income taxes receivable
|
|
56.7
|
|
|
|
|
68.0
|
|
|
||
Regulatory assets
|
|
266.5
|
|
|
|
|
303.9
|
|
|
||
Prepaid expenses and other assets
|
|
66.2
|
|
|
|
|
79.1
|
|
|
||
Total Current Assets
|
|
1,927.6
|
|
|
|
|
1,681.0
|
|
|
||
PROPERTY, PLANT AND EQUIPMENT, NET
|
|
18,838.1
|
|
|
|
|
18,782.5
|
|
|
||
PROPERTY, PLANT AND EQUIPMENT OF VARIABLE INTEREST ENTITIES, NET
|
|
171.1
|
|
|
|
|
169.2
|
|
|
||
OTHER ASSETS:
|
|
|
|
|
|
|
|
|
|
||
Regulatory assets
|
|
1,731.6
|
|
|
|
|
1,757.9
|
|
|
||
Nuclear decommissioning trust fund
|
|
518.3
|
|
|
|
|
472.1
|
|
|
||
Goodwill
|
|
2,338.9
|
|
|
|
|
2,338.9
|
|
|
||
Other
|
|
535.1
|
|
|
|
|
396.5
|
|
|
||
Total Other Assets
|
|
5,123.9
|
|
|
|
|
4,965.4
|
|
|
||
TOTAL ASSETS
|
|
$
|
26,060.7
|
|
|
|
|
$
|
25,598.1
|
|
|
EVERGY, INC.
|
|||||||||||
Consolidated Balance Sheets
|
|||||||||||
(Unaudited)
|
|||||||||||
|
|
||||||||||
|
March 31
|
|
December 31
|
||||||||
|
2019
|
|
2018
|
||||||||
LIABILITIES AND EQUITY
|
(millions, except share amounts)
|
||||||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
$
|
701.1
|
|
|
|
|
$
|
705.4
|
|
|
Current maturities of long-term debt of variable interest entities
|
|
32.3
|
|
|
|
|
30.3
|
|
|
||
Notes payable and commercial paper
|
|
1,311.0
|
|
|
|
|
738.6
|
|
|
||
Collateralized note payable
|
|
359.0
|
|
|
|
|
365.0
|
|
|
||
Accounts payable
|
|
293.7
|
|
|
|
|
451.5
|
|
|
||
Accrued taxes
|
|
222.5
|
|
|
|
|
133.6
|
|
|
||
Accrued interest
|
|
150.2
|
|
|
|
|
110.9
|
|
|
||
Regulatory liabilities
|
|
34.5
|
|
|
|
|
110.2
|
|
|
||
Asset retirement obligations
|
|
52.6
|
|
|
|
|
49.8
|
|
|
||
Other
|
|
178.5
|
|
|
|
|
171.9
|
|
|
||
Total Current Liabilities
|
|
3,335.4
|
|
|
|
|
2,867.2
|
|
|
||
LONG-TERM LIABILITIES:
|
|
|
|
|
|
|
|
|
|
||
Long-term debt, net
|
|
7,125.9
|
|
|
|
|
6,636.3
|
|
|
||
Long-term debt of variable interest entities, net
|
|
18.8
|
|
|
|
|
51.1
|
|
|
||
Deferred income taxes
|
|
1,603.8
|
|
|
|
|
1,599.2
|
|
|
||
Unamortized investment tax credits
|
|
372.4
|
|
|
|
|
373.2
|
|
|
||
Regulatory liabilities
|
|
2,249.2
|
|
|
|
|
2,218.8
|
|
|
||
Pension and post-retirement liability
|
|
994.3
|
|
|
|
|
987.6
|
|
|
||
Asset retirement obligations
|
|
645.8
|
|
|
|
|
637.3
|
|
|
||
Other
|
|
323.4
|
|
|
|
|
236.7
|
|
|
||
Total Long-Term Liabilities
|
|
13,333.6
|
|
|
|
|
12,740.2
|
|
|
||
Commitments and Contingencies (Note 9)
|
|
|
|
|
|
|
|
|
|
||
EQUITY:
|
|
|
|
|
|
|
|
||||
Evergy, Inc. Shareholders' Equity:
|
|
|
|
|
|
|
|
||||
Common stock - 600,000,000 shares authorized, without par value
244,838,786 and 255,326,252 shares issued, stated value |
|
8,110.4
|
|
|
|
|
8,685.2
|
|
|
||
Retained earnings
|
|
1,325.7
|
|
|
|
|
1,346.0
|
|
|
||
Accumulated other comprehensive loss
|
|
(13.2
|
)
|
|
|
|
(3.0
|
)
|
|
||
Total Evergy, Inc. Shareholders' Equity
|
|
9,422.9
|
|
|
|
|
10,028.2
|
|
|
||
Noncontrolling Interests
|
|
(31.2
|
)
|
|
|
|
(37.5
|
)
|
|
||
Total Equity
|
|
9,391.7
|
|
|
|
|
9,990.7
|
|
|
||
TOTAL LIABILITIES AND EQUITY
|
|
$
|
26,060.7
|
|
|
|
|
$
|
25,598.1
|
|
|
EVERGY, INC.
|
||||||||
Consolidated Statements of Comprehensive Income
|
||||||||
(Unaudited)
|
||||||||
|
|
|
||||||
Three Months Ended March 31
|
|
2019
|
|
2018
|
||||
|
|
(millions, except per share amounts)
|
||||||
OPERATING REVENUES
|
|
$
|
1,216.9
|
|
|
$
|
600.2
|
|
OPERATING EXPENSES:
|
|
|
|
|
||||
Fuel and purchased power
|
|
330.0
|
|
|
135.5
|
|
||
SPP network transmission costs
|
|
63.5
|
|
|
67.6
|
|
||
Operating and maintenance
|
|
306.9
|
|
|
140.1
|
|
||
Depreciation and amortization
|
|
213.6
|
|
|
89.6
|
|
||
Taxes other than income tax
|
|
93.3
|
|
|
43.9
|
|
||
Total Operating Expenses
|
|
1,007.3
|
|
|
476.7
|
|
||
INCOME FROM OPERATIONS
|
|
209.6
|
|
|
123.5
|
|
||
OTHER INCOME (EXPENSE):
|
|
|
|
|
||||
Investment earnings (loss)
|
|
3.2
|
|
|
(0.4
|
)
|
||
Other income
|
|
8.2
|
|
|
2.0
|
|
||
Other expense
|
|
(19.4
|
)
|
|
(10.6
|
)
|
||
Total Other Income (Expense), Net
|
|
(8.0
|
)
|
|
(9.0
|
)
|
||
Interest expense
|
|
91.1
|
|
|
43.8
|
|
||
INCOME BEFORE INCOME TAXES
|
|
110.5
|
|
|
70.7
|
|
||
Income tax expense
|
|
9.3
|
|
|
9.2
|
|
||
Equity in earnings of equity method investees, net of income taxes
|
|
2.2
|
|
|
1.4
|
|
||
NET INCOME
|
|
103.4
|
|
|
62.9
|
|
||
Less: Net income attributable to noncontrolling interests
|
|
3.9
|
|
|
2.4
|
|
||
NET INCOME ATTRIBUTABLE TO EVERGY, INC.
|
|
$
|
99.5
|
|
|
$
|
60.5
|
|
BASIC AND DILUTED EARNINGS PER AVERAGE COMMON SHARE OUTSTANDING ATTRIBUTABLE TO EVERGY (see Note 1)
|
|
|
|
|
||||
Basic earnings per common share
|
|
$
|
0.39
|
|
|
$
|
0.42
|
|
Diluted earnings per common share
|
|
$
|
0.39
|
|
|
$
|
0.42
|
|
AVERAGE COMMON SHARES OUTSTANDING
|
|
|
|
|
||||
Basic
|
|
252.8
|
|
|
142.6
|
|
||
Diluted
|
|
253.0
|
|
|
142.7
|
|
||
COMPREHENSIVE INCOME
|
|
|
|
|
||||
NET INCOME
|
|
$
|
103.4
|
|
|
$
|
62.9
|
|
Derivative hedging activity
|
|
|
|
|
||||
Loss on derivative hedging instruments
|
|
(13.8
|
)
|
|
—
|
|
||
Income tax benefit
|
|
3.6
|
|
|
—
|
|
||
Net loss on derivative hedging instruments
|
|
(10.2
|
)
|
|
—
|
|
||
Derivative hedging activity, net of tax
|
|
(10.2
|
)
|
|
—
|
|
||
Total other comprehensive loss
|
|
(10.2
|
)
|
|
—
|
|
||
Comprehensive income
|
|
93.2
|
|
|
62.9
|
|
||
Less: comprehensive income attributable to noncontrolling interest
|
|
3.9
|
|
|
2.4
|
|
||
COMPREHENSIVE INCOME ATTRIBUTABLE TO EVERGY, INC.
|
|
$
|
89.3
|
|
|
$
|
60.5
|
|
EVERGY, INC.
|
|||||||
Consolidated Statements of Cash Flows
|
|||||||
(Unaudited)
|
|||||||
|
|
|
|
||||
Three Months Ended March 31
|
2019
|
|
2018
|
||||
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
|
(millions)
|
||||||
Net income
|
$
|
103.4
|
|
|
$
|
62.9
|
|
Adjustments to reconcile income to net cash from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
213.6
|
|
|
89.6
|
|
||
Amortization of nuclear fuel
|
14.6
|
|
|
7.7
|
|
||
Amortization of deferred refueling outage
|
6.5
|
|
|
4.0
|
|
||
Amortization of corporate-owned life insurance
|
6.6
|
|
|
5.5
|
|
||
Non-cash compensation
|
5.4
|
|
|
2.5
|
|
||
Net deferred income taxes and credits
|
(2.0
|
)
|
|
3.8
|
|
||
Allowance for equity funds used during construction
|
(0.2
|
)
|
|
(1.1
|
)
|
||
Payments for asset retirement obligations
|
(1.2
|
)
|
|
(1.9
|
)
|
||
Equity in earnings of equity method investees, net of income taxes
|
(2.2
|
)
|
|
(1.4
|
)
|
||
Income from corporate-owned life insurance
|
(9.9
|
)
|
|
(0.7
|
)
|
||
Other
|
(1.3
|
)
|
|
(1.4
|
)
|
||
Changes in working capital items:
|
|
|
|
||||
Accounts receivable
|
26.6
|
|
|
46.2
|
|
||
Accounts receivable pledged as collateral
|
6.0
|
|
|
—
|
|
||
Fuel inventory and supplies
|
44.6
|
|
|
6.9
|
|
||
Prepaid expenses and other current assets
|
35.5
|
|
|
(0.1
|
)
|
||
Accounts payable
|
(119.4
|
)
|
|
(24.2
|
)
|
||
Accrued taxes
|
100.2
|
|
|
48.7
|
|
||
Other current liabilities
|
(74.7
|
)
|
|
(11.8
|
)
|
||
Changes in other assets
|
12.8
|
|
|
0.7
|
|
||
Changes in other liabilities
|
(2.8
|
)
|
|
23.7
|
|
||
Cash Flows from Operating Activities
|
362.1
|
|
|
259.6
|
|
||
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Additions to property, plant and equipment
|
(309.0
|
)
|
|
(174.8
|
)
|
||
Purchase of securities - trusts
|
(17.9
|
)
|
|
(85.4
|
)
|
||
Sale of securities - trusts
|
15.4
|
|
|
86.1
|
|
||
Investment in corporate-owned life insurance
|
(2.1
|
)
|
|
(1.0
|
)
|
||
Proceeds from investment in corporate-owned life insurance
|
40.9
|
|
|
2.6
|
|
||
Other investing activities
|
1.3
|
|
|
(1.6
|
)
|
||
Cash Flows used in Investing Activities
|
(271.4
|
)
|
|
(174.1
|
)
|
||
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Short term debt, net
|
572.4
|
|
|
14.1
|
|
||
Collateralized short-term borrowings, net
|
(6.0
|
)
|
|
—
|
|
||
Proceeds from long-term debt
|
494.0
|
|
|
—
|
|
||
Retirements of long-term debt
|
(1.1
|
)
|
|
—
|
|
||
Retirements of long-term debt of variable interest entities
|
(30.3
|
)
|
|
(28.5
|
)
|
||
Borrowings against cash surrender value of corporate-owned life insurance
|
0.6
|
|
|
0.7
|
|
||
Repayment of borrowings against cash surrender value of corporate-owned life insurance
|
(30.1
|
)
|
|
(1.7
|
)
|
||
Cash dividends paid
|
(119.8
|
)
|
|
(57.4
|
)
|
||
Repurchase of common stock under repurchase plan
|
(578.3
|
)
|
|
—
|
|
||
Other financing activities
|
(4.5
|
)
|
|
(4.9
|
)
|
||
Cash Flows from (used in) Financing Activities
|
296.9
|
|
|
(77.7
|
)
|
||
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
387.6
|
|
|
7.8
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
|
|
|
|
||||
Beginning of period, including restricted cash of $0.0 and $0.1, respectively
|
160.3
|
|
|
3.5
|
|
||
End of period, including restricted cash of $414.3 and $0.1, respectively
|
$
|
547.9
|
|
|
$
|
11.3
|
|
EVERGY, INC.
|
|||||||||||||||||
Consolidated Statements of Changes in Equity
|
|||||||||||||||||
(Unaudited)
|
|||||||||||||||||
|
|
|
|
|
|
|
|||||||||||
|
Evergy, Inc. Shareholders
|
|
|
||||||||||||||
|
Common stock shares
|
Common stock
|
Retained earnings
|
AOCI
|
Non-controlling interests
|
Total equity
|
|||||||||||
|
(millions, except share amounts)
|
||||||||||||||||
Balance as of December 31, 2017
|
142,094,275
|
|
$
|
2,734.8
|
|
$
|
1,173.3
|
|
$
|
—
|
|
$
|
(47.7
|
)
|
$
|
3,860.4
|
|
Net income
|
—
|
|
—
|
|
60.5
|
|
—
|
|
2.4
|
|
62.9
|
|
|||||
Issuance of stock for compensation and reinvested dividends, net of tax withholding
|
138,828
|
|
(3.7
|
)
|
—
|
|
—
|
|
—
|
|
(3.7
|
)
|
|||||
Dividends declared on common stock ($0.40 per share)
|
—
|
|
—
|
|
(57.7
|
)
|
—
|
|
—
|
|
(57.7
|
)
|
|||||
Stock compensation expense
|
—
|
|
2.5
|
|
—
|
|
—
|
|
—
|
|
2.5
|
|
|||||
Balance as of March 31, 2018
|
142,233,103
|
|
$
|
2,733.6
|
|
$
|
1,176.1
|
|
$
|
—
|
|
$
|
(45.3
|
)
|
$
|
3,864.4
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of December 31, 2018
|
255,326,252
|
|
$
|
8,685.2
|
|
$
|
1,346.0
|
|
$
|
(3.0
|
)
|
$
|
(37.5
|
)
|
$
|
9,990.7
|
|
Net income
|
—
|
|
—
|
|
99.5
|
|
—
|
|
3.9
|
|
103.4
|
|
|||||
Issuance of stock for compensation and reinvested dividends, net of tax withholding
|
60,594
|
|
(1.6
|
)
|
—
|
|
—
|
|
—
|
|
(1.6
|
)
|
|||||
Dividends declared on common stock ($0.475 per share)
|
—
|
|
—
|
|
(119.8
|
)
|
—
|
|
—
|
|
(119.8
|
)
|
|||||
Stock compensation expense
|
—
|
|
5.4
|
|
—
|
|
—
|
|
—
|
|
5.4
|
|
|||||
Repurchase of common stock under repurchase plan
|
(10,548,060
|
)
|
(578.3
|
)
|
—
|
|
—
|
|
—
|
|
(578.3
|
)
|
|||||
Consolidation of noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
3.8
|
|
3.8
|
|
|||||
Distributions to shareholders of noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
(1.4
|
)
|
(1.4
|
)
|
|||||
Derivative hedging activity, net of tax
|
—
|
|
—
|
|
—
|
|
(10.2
|
)
|
—
|
|
(10.2
|
)
|
|||||
Other
|
—
|
|
(0.3
|
)
|
—
|
|
—
|
|
—
|
|
(0.3
|
)
|
|||||
Balance as of March 31, 2019
|
244,838,786
|
|
$
|
8,110.4
|
|
$
|
1,325.7
|
|
$
|
(13.2
|
)
|
$
|
(31.2
|
)
|
$
|
9,391.7
|
|
WESTAR ENERGY, INC.
|
|||||||||||
Consolidated Balance Sheets
|
|||||||||||
(Unaudited)
|
|||||||||||
|
|
|
|
||||||||
|
March 31
|
|
December 31
|
||||||||
|
2019
|
|
2018
|
||||||||
ASSETS
|
(millions, except share amounts)
|
||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
3.0
|
|
|
|
|
$
|
44.5
|
|
|
Receivables, net
|
|
90.4
|
|
|
|
|
84.3
|
|
|
||
Related party receivables
|
|
2.5
|
|
|
|
|
2.6
|
|
|
||
Accounts receivable pledged as collateral
|
|
185.0
|
|
|
|
|
185.0
|
|
|
||
Fuel inventory and supplies
|
|
255.0
|
|
|
|
|
276.8
|
|
|
||
Income taxes receivable
|
|
32.0
|
|
|
|
|
42.7
|
|
|
||
Regulatory assets
|
|
85.2
|
|
|
|
|
97.1
|
|
|
||
Prepaid expenses and other assets
|
|
25.6
|
|
|
|
|
35.0
|
|
|
||
Total Current Assets
|
|
678.7
|
|
|
|
|
768.0
|
|
|
||
PROPERTY, PLANT AND EQUIPMENT, NET
|
|
9,726.4
|
|
|
|
|
9,718.3
|
|
|
||
PROPERTY, PLANT AND EQUIPMENT OF VARIABLE INTEREST ENTITIES, NET
|
|
171.1
|
|
|
|
|
169.2
|
|
|
||
OTHER ASSETS:
|
|
|
|
|
|
|
|
|
|
||
Regulatory assets
|
|
696.4
|
|
|
|
|
700.4
|
|
|
||
Nuclear decommissioning trust fund
|
|
248.4
|
|
|
|
|
227.5
|
|
|
||
Other
|
|
291.9
|
|
|
|
|
233.4
|
|
|
||
Total Other Assets
|
|
1,236.7
|
|
|
|
|
1,161.3
|
|
|
||
TOTAL ASSETS
|
|
$
|
11,812.9
|
|
|
|
|
$
|
11,816.8
|
|
|
WESTAR ENERGY, INC.
|
|||||||||||
Consolidated Balance Sheets
|
|||||||||||
(Unaudited)
|
|||||||||||
|
|
||||||||||
|
March 31
|
|
December 31
|
||||||||
|
2019
|
|
2018
|
||||||||
LIABILITIES AND EQUITY
|
(millions, except share amounts)
|
||||||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
$
|
300.0
|
|
|
|
|
$
|
300.0
|
|
|
Current maturities of long-term debt of variable interest entities
|
|
32.3
|
|
|
|
|
30.3
|
|
|
||
Notes payable and commercial paper
|
|
413.8
|
|
|
|
|
411.7
|
|
|
||
Collateralized note payable
|
|
185.0
|
|
|
|
|
185.0
|
|
|
||
Accounts payable
|
|
129.5
|
|
|
|
|
154.4
|
|
|
||
Related party payables
|
|
8.8
|
|
|
|
|
14.9
|
|
|
||
Accrued taxes
|
|
137.4
|
|
|
|
|
88.6
|
|
|
||
Accrued interest
|
|
93.2
|
|
|
|
|
74.4
|
|
|
||
Regulatory liabilities
|
|
15.3
|
|
|
|
|
19.5
|
|
|
||
Asset retirement obligations
|
|
17.1
|
|
|
|
|
17.1
|
|
|
||
Other
|
|
71.2
|
|
|
|
|
83.0
|
|
|
||
Total Current Liabilities
|
|
1,403.6
|
|
|
|
|
1,378.9
|
|
|
||
LONG-TERM LIABILITIES:
|
|
|
|
|
|
|
|
|
|
||
Long-term debt, net
|
|
3,390.0
|
|
|
|
|
3,389.8
|
|
|
||
Long-term debt of variable interest entities, net
|
|
18.8
|
|
|
|
|
51.1
|
|
|
||
Deferred income taxes
|
|
813.7
|
|
|
|
|
815.4
|
|
|
||
Unamortized investment tax credits
|
|
249.2
|
|
|
|
|
249.7
|
|
|
||
Regulatory liabilities
|
|
1,118.5
|
|
|
|
|
1,101.8
|
|
|
||
Pension and post-retirement liability
|
|
473.6
|
|
|
|
|
474.7
|
|
|
||
Asset retirement obligations
|
|
268.2
|
|
|
|
|
264.0
|
|
|
||
Other
|
|
155.9
|
|
|
|
|
130.7
|
|
|
||
Total Long-Term Liabilities
|
|
6,487.9
|
|
|
|
|
6,477.2
|
|
|
||
Commitments and Contingencies (Note 9)
|
|
|
|
|
|
|
|
|
|
||
EQUITY:
|
|
|
|
|
|
|
|
|
|||
Westar Energy, Inc. Shareholder's Equity:
|
|
|
|
|
|
|
|
|
|
||
Common stock - 1,000 shares authorized, $0.01 par value, 1 share issued
|
|
2,737.6
|
|
|
|
|
2,737.6
|
|
|
||
Retained earnings
|
|
1,215.0
|
|
|
|
|
1,260.6
|
|
|
||
Total Westar Energy, Inc. Shareholder's Equity
|
|
3,952.6
|
|
|
|
|
3,998.2
|
|
|
||
Noncontrolling Interests
|
|
(31.2
|
)
|
|
|
|
(37.5
|
)
|
|
||
Total Equity
|
|
3,921.4
|
|
|
|
|
3,960.7
|
|
|
||
TOTAL LIABILITIES AND EQUITY
|
|
$
|
11,812.9
|
|
|
|
|
$
|
11,816.8
|
|
|
WESTAR ENERGY, INC.
|
||||||||
Consolidated Statements of Income
|
||||||||
(Unaudited)
|
||||||||
|
|
|
|
|
||||
Three Months Ended March 31
|
|
2019
|
|
2018
|
||||
|
(millions)
|
|||||||
OPERATING REVENUES
|
|
$
|
596.8
|
|
|
$
|
600.2
|
|
OPERATING EXPENSES:
|
|
|
|
|
||||
Fuel and purchased power
|
|
122.7
|
|
|
135.5
|
|
||
SPP network transmission costs
|
|
63.5
|
|
|
67.6
|
|
||
Operating and maintenance
|
|
128.6
|
|
|
140.1
|
|
||
Depreciation and amortization
|
|
109.8
|
|
|
89.6
|
|
||
Taxes other than income tax
|
|
47.9
|
|
|
43.9
|
|
||
Total Operating Expenses
|
|
472.5
|
|
|
476.7
|
|
||
INCOME FROM OPERATIONS
|
|
124.3
|
|
|
123.5
|
|
||
OTHER INCOME (EXPENSE):
|
|
|
|
|
||||
Investment earnings (loss)
|
|
1.5
|
|
|
(0.4
|
)
|
||
Other income
|
|
7.3
|
|
|
2.0
|
|
||
Other expense
|
|
(10.6
|
)
|
|
(10.6
|
)
|
||
Total Other Income (Expense), Net
|
|
(1.8
|
)
|
|
(9.0
|
)
|
||
Interest expense
|
|
44.9
|
|
|
43.8
|
|
||
INCOME BEFORE INCOME TAXES
|
|
77.6
|
|
|
70.7
|
|
||
Income tax expense
|
|
10.5
|
|
|
9.2
|
|
||
Equity in earnings of equity method investees, net of income taxes
|
|
1.2
|
|
|
1.4
|
|
||
NET INCOME
|
|
68.3
|
|
|
62.9
|
|
||
Less: Net income attributable to noncontrolling interests
|
|
3.9
|
|
|
2.4
|
|
||
NET INCOME ATTRIBUTABLE TO WESTAR ENERGY, INC.
|
|
$
|
64.4
|
|
|
$
|
60.5
|
|
WESTAR ENERGY, INC.
|
|||||||
Consolidated Statements of Cash Flows
|
|||||||
(Unaudited)
|
|||||||
|
|||||||
Three Months Ended March 31
|
2019
|
|
2018
|
||||
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
|
(millions)
|
||||||
Net income
|
$
|
68.3
|
|
|
$
|
62.9
|
|
Adjustments to reconcile income to net cash from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
109.8
|
|
|
89.6
|
|
||
Amortization of nuclear fuel
|
7.3
|
|
|
7.7
|
|
||
Amortization of deferred refueling outage
|
3.2
|
|
|
4.0
|
|
||
Amortization of corporate-owned life insurance
|
6.6
|
|
|
5.5
|
|
||
Non-cash compensation
|
—
|
|
|
2.5
|
|
||
Net deferred income taxes and credits
|
(0.3
|
)
|
|
3.8
|
|
||
Allowance for equity funds used during construction
|
—
|
|
|
(1.1
|
)
|
||
Payments for asset retirement obligations
|
(0.3
|
)
|
|
(1.9
|
)
|
||
Equity in earnings of equity method investees, net of income taxes
|
(1.2
|
)
|
|
(1.4
|
)
|
||
Income from corporate-owned life insurance
|
(9.3
|
)
|
|
(0.7
|
)
|
||
Other
|
(1.4
|
)
|
|
(1.4
|
)
|
||
Changes in working capital items:
|
|
|
|
||||
Accounts receivable
|
(7.9
|
)
|
|
46.2
|
|
||
Fuel inventory and supplies
|
21.9
|
|
|
6.9
|
|
||
Prepaid expenses and other current assets
|
14.8
|
|
|
(0.1
|
)
|
||
Accounts payable
|
(7.2
|
)
|
|
(24.2
|
)
|
||
Accrued taxes
|
59.5
|
|
|
48.7
|
|
||
Other current liabilities
|
(18.9
|
)
|
|
(11.8
|
)
|
||
Changes in other assets
|
4.6
|
|
|
0.7
|
|
||
Changes in other liabilities
|
(7.0
|
)
|
|
23.7
|
|
||
Cash Flows from Operating Activities
|
242.5
|
|
|
259.6
|
|
||
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Additions to property, plant and equipment
|
(151.7
|
)
|
|
(174.8
|
)
|
||
Purchase of securities - trusts
|
(7.5
|
)
|
|
(85.4
|
)
|
||
Sale of securities - trusts
|
7.2
|
|
|
86.1
|
|
||
Investment in corporate-owned life insurance
|
(2.1
|
)
|
|
(1.0
|
)
|
||
Proceeds from investment in corporate-owned life insurance
|
40.3
|
|
|
2.6
|
|
||
Other investing activities
|
(0.1
|
)
|
|
(1.6
|
)
|
||
Cash Flows used in Investing Activities
|
(113.9
|
)
|
|
(174.1
|
)
|
||
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Short term debt, net
|
2.1
|
|
|
14.1
|
|
||
Retirements of long-term debt of variable interest entities
|
(30.3
|
)
|
|
(28.5
|
)
|
||
Borrowings against cash surrender value of corporate-owned life insurance
|
0.6
|
|
|
0.7
|
|
||
Repayment of borrowings against cash surrender value of corporate-owned life insurance
|
(30.1
|
)
|
|
(1.7
|
)
|
||
Cash dividends paid
|
(110.0
|
)
|
|
(57.4
|
)
|
||
Other financing activities
|
(2.4
|
)
|
|
(4.9
|
)
|
||
Cash Flows used in Financing Activities
|
(170.1
|
)
|
|
(77.7
|
)
|
||
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
(41.5
|
)
|
|
7.8
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
|
|
|
|
||||
Beginning of period, including restricted cash of $0.0 and $0.1, respectively
|
44.5
|
|
|
3.5
|
|
||
End of period, including restricted cash of $0.0 and $0.1, respectively
|
$
|
3.0
|
|
|
$
|
11.3
|
|
WESTAR ENERGY, INC.
|
||||||||||||||
Consolidated Statements of Changes in Equity
|
||||||||||||||
(Unaudited)
|
||||||||||||||
|
|
|
|
|
|
|||||||||
|
Westar Energy, Inc. Shareholders
|
|
|
|||||||||||
|
Common stock shares
|
Common stock
|
Retained earnings
|
Non-controlling interests
|
Total equity
|
|||||||||
|
(millions, except share amounts)
|
|||||||||||||
Balance as of December 31, 2017
|
142,094,275
|
|
$
|
2,734.8
|
|
$
|
1,173.3
|
|
$
|
(47.7
|
)
|
$
|
3,860.4
|
|
Net income
|
—
|
|
—
|
|
60.5
|
|
2.4
|
|
62.9
|
|
||||
Issuance of stock for compensation and reinvested dividends, net of tax withholding
|
138,828
|
|
(3.7
|
)
|
—
|
|
—
|
|
(3.7
|
)
|
||||
Dividends declared on common stock
|
—
|
|
—
|
|
(57.7
|
)
|
—
|
|
(57.7
|
)
|
||||
Stock compensation expense
|
—
|
|
2.5
|
|
—
|
|
—
|
|
2.5
|
|
||||
Balance as of March 31, 2018
|
142,233,103
|
|
$
|
2,733.6
|
|
$
|
1,176.1
|
|
$
|
(45.3
|
)
|
$
|
3,864.4
|
|
|
|
|
|
|
|
|||||||||
Balance as of December 31, 2018
|
1
|
|
$
|
2,737.6
|
|
$
|
1,260.6
|
|
$
|
(37.5
|
)
|
$
|
3,960.7
|
|
Net income
|
—
|
|
—
|
|
64.4
|
|
3.9
|
|
68.3
|
|
||||
Dividends declared on common stock
|
—
|
|
—
|
|
(110.0
|
)
|
—
|
|
(110.0
|
)
|
||||
Consolidation of noncontrolling interests
|
—
|
|
—
|
|
—
|
|
3.8
|
|
3.8
|
|
||||
Distributions to shareholders of noncontrolling interests
|
—
|
|
—
|
|
—
|
|
(1.4
|
)
|
(1.4
|
)
|
||||
Balance as of March 31, 2019
|
1
|
|
$
|
2,737.6
|
|
$
|
1,215.0
|
|
$
|
(31.2
|
)
|
$
|
3,921.4
|
|
KANSAS CITY POWER & LIGHT COMPANY
|
|||||||||||
Consolidated Balance Sheets
|
|||||||||||
(Unaudited)
|
|||||||||||
|
|
|
|
||||||||
|
March 31
|
|
December 31
|
||||||||
|
2019
|
|
2018
|
||||||||
ASSETS
|
(millions, except share amounts)
|
||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2.8
|
|
|
|
|
$
|
2.6
|
|
|
Restricted cash
|
|
414.3
|
|
|
|
|
—
|
|
|
||
Receivables, net
|
|
41.8
|
|
|
|
|
62.7
|
|
|
||
Related party receivables
|
|
81.2
|
|
|
|
|
101.8
|
|
|
||
Accounts receivable pledged as collateral
|
|
124.0
|
|
|
|
|
130.0
|
|
|
||
Fuel inventory and supplies
|
|
159.3
|
|
|
|
|
177.6
|
|
|
||
Regulatory assets
|
|
111.4
|
|
|
|
|
130.9
|
|
|
||
Prepaid expenses and other assets
|
|
35.0
|
|
|
|
|
36.9
|
|
|
||
Total Current Assets
|
|
969.8
|
|
|
|
|
642.5
|
|
|
||
PROPERTY, PLANT AND EQUIPMENT, NET
|
|
6,714.1
|
|
|
|
|
6,688.1
|
|
|
||
OTHER ASSETS:
|
|
|
|
|
|
|
|
|
|
||
Regulatory assets
|
|
471.2
|
|
|
|
|
495.2
|
|
|
||
Nuclear decommissioning trust fund
|
|
269.9
|
|
|
|
|
244.6
|
|
|
||
Other
|
|
140.1
|
|
|
|
|
50.1
|
|
|
||
Total Other Assets
|
|
881.2
|
|
|
|
|
789.9
|
|
|
||
TOTAL ASSETS
|
|
$
|
8,565.1
|
|
|
|
|
$
|
8,120.5
|
|
|
KANSAS CITY POWER & LIGHT COMPANY
|
|||||||||||
Consolidated Balance Sheets
|
|||||||||||
(Unaudited)
|
|||||||||||
|
|
||||||||||
|
March 31
|
|
December 31
|
||||||||
|
2019
|
|
2018
|
||||||||
LIABILITIES AND EQUITY
|
(millions, except share amounts)
|
||||||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
$
|
400.0
|
|
|
|
|
$
|
400.0
|
|
|
Notes payable and commercial paper
|
|
176.0
|
|
|
|
|
176.9
|
|
|
||
Collateralized note payable
|
|
124.0
|
|
|
|
|
130.0
|
|
|
||
Accounts payable
|
|
131.2
|
|
|
|
|
211.1
|
|
|
||
Accrued taxes
|
|
77.1
|
|
|
|
|
39.7
|
|
|
||
Accrued interest
|
|
41.1
|
|
|
|
|
28.9
|
|
|
||
Regulatory liabilities
|
|
8.1
|
|
|
|
|
52.8
|
|
|
||
Asset retirement obligations
|
|
29.7
|
|
|
|
|
29.2
|
|
|
||
Other
|
|
75.6
|
|
|
|
|
69.7
|
|
|
||
Total Current Liabilities
|
|
1,062.8
|
|
|
|
|
1,138.3
|
|
|
||
LONG-TERM LIABILITIES:
|
|
|
|
|
|
|
|
|
|
||
Long-term debt, net
|
|
2,524.6
|
|
|
|
|
2,130.1
|
|
|
||
Deferred income taxes
|
|
636.4
|
|
|
|
|
631.8
|
|
|
||
Unamortized investment tax credits
|
|
120.4
|
|
|
|
|
120.7
|
|
|
||
Regulatory liabilities
|
|
809.9
|
|
|
|
|
794.3
|
|
|
||
Pension and post-retirement liability
|
|
500.1
|
|
|
|
|
491.9
|
|
|
||
Asset retirement obligations
|
|
237.7
|
|
|
|
|
231.8
|
|
|
||
Other
|
|
156.5
|
|
|
|
|
81.8
|
|
|
||
Total Long-Term Liabilities
|
|
4,985.6
|
|
|
|
|
4,482.4
|
|
|
||
Commitments and Contingencies (Note 9)
|
|
|
|
|
|
|
|
|
|
||
EQUITY:
|
|
|
|
|
|
|
|
|
|
||
Common stock - 1,000 shares authorized, without par value, 1 share issued, stated value
|
|
1,563.1
|
|
|
|
|
1,563.1
|
|
|
||
Retained earnings
|
|
948.6
|
|
|
|
|
932.6
|
|
|
||
Accumulated other comprehensive income
|
|
5.0
|
|
|
|
|
4.1
|
|
|
||
Total Equity
|
|
2,516.7
|
|
|
|
|
2,499.8
|
|
|
||
TOTAL LIABILITIES AND EQUITY
|
|
$
|
8,565.1
|
|
|
|
|
$
|
8,120.5
|
|
|
KANSAS CITY POWER & LIGHT COMPANY
|
||||||||
Consolidated Statements of Comprehensive Income
|
||||||||
(Unaudited)
|
||||||||
|
|
|
||||||
Three Months Ended March 31
|
|
2019
|
|
2018
|
||||
|
(millions)
|
|||||||
OPERATING REVENUES
|
|
$
|
425.4
|
|
|
$
|
397.1
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
||
Fuel and purchased power
|
|
134.9
|
|
|
117.5
|
|
||
Operating and maintenance
|
|
122.0
|
|
|
122.7
|
|
||
Depreciation and amortization
|
|
78.9
|
|
|
66.9
|
|
||
Taxes other than income tax
|
|
32.7
|
|
|
29.0
|
|
||
Total Operating Expenses
|
|
368.5
|
|
|
336.1
|
|
||
INCOME FROM OPERATIONS
|
|
56.9
|
|
|
61.0
|
|
||
OTHER INCOME (EXPENSE):
|
|
|
|
|
||||
Investment earnings
|
|
0.8
|
|
|
0.6
|
|
||
Other income
|
|
0.8
|
|
|
3.0
|
|
||
Other expense
|
|
(5.0
|
)
|
|
(7.9
|
)
|
||
Total Other Income (Expense), Net
|
|
(3.4
|
)
|
|
(4.3
|
)
|
||
Interest expense
|
|
33.8
|
|
|
33.0
|
|
||
INCOME BEFORE INCOME TAXES
|
|
19.7
|
|
|
23.7
|
|
||
Income tax expense
|
|
3.7
|
|
|
3.5
|
|
||
NET INCOME
|
|
$
|
16.0
|
|
|
$
|
20.2
|
|
COMPREHENSIVE INCOME
|
|
|
|
|
||||
NET INCOME
|
|
$
|
16.0
|
|
|
$
|
20.2
|
|
OTHER COMPREHENSIVE INCOME:
|
|
|
|
|
||||
Derivative hedging activity
|
|
|
|
|
||||
Reclassification to expenses, net of tax:
|
|
0.9
|
|
|
0.9
|
|
||
Derivative hedging activity, net of tax
|
|
0.9
|
|
|
0.9
|
|
||
Total Other Comprehensive Income
|
|
0.9
|
|
|
0.9
|
|
||
COMPREHENSIVE INCOME
|
|
$
|
16.9
|
|
|
$
|
21.1
|
|
KANSAS CITY POWER & LIGHT COMPANY
|
|||||||
Consolidated Statements of Cash Flows
|
|||||||
(Unaudited)
|
|||||||
|
|
|
|
||||
Three Months Ended March 31
|
2019
|
|
2018
|
||||
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
|
(millions)
|
||||||
Net income
|
$
|
16.0
|
|
|
$
|
20.2
|
|
Adjustments to reconcile income to net cash from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
78.9
|
|
|
66.9
|
|
||
Amortization of nuclear fuel
|
7.4
|
|
|
7.7
|
|
||
Amortization of deferred refueling outage
|
3.2
|
|
|
3.9
|
|
||
Net deferred income taxes and credits
|
(5.0
|
)
|
|
5.3
|
|
||
Allowance for equity funds used during construction
|
(0.2
|
)
|
|
(1.4
|
)
|
||
Payments for asset retirement obligations
|
(0.8
|
)
|
|
(3.6
|
)
|
||
Other
|
0.6
|
|
|
0.2
|
|
||
Changes in working capital items:
|
|
|
|
||||
Accounts receivable
|
41.9
|
|
|
47.9
|
|
||
Accounts receivable pledged as collateral
|
6.0
|
|
|
—
|
|
||
Fuel inventory and supplies
|
18.3
|
|
|
(2.8
|
)
|
||
Prepaid expenses and other current assets
|
19.2
|
|
|
(2.5
|
)
|
||
Accounts payable
|
(66.8
|
)
|
|
(90.0
|
)
|
||
Accrued taxes
|
37.4
|
|
|
25.0
|
|
||
Other current liabilities
|
(31.9
|
)
|
|
(1.8
|
)
|
||
Changes in other assets
|
8.9
|
|
|
16.5
|
|
||
Changes in other liabilities
|
9.2
|
|
|
13.5
|
|
||
Cash Flows from Operating Activities
|
142.3
|
|
|
105.0
|
|
||
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Additions to property, plant and equipment
|
(114.7
|
)
|
|
(100.6
|
)
|
||
Purchase of securities - trusts
|
(10.3
|
)
|
|
(12.1
|
)
|
||
Sale of securities - trusts
|
8.2
|
|
|
11.3
|
|
||
Other investing activities
|
1.9
|
|
|
0.6
|
|
||
Cash Flows used in Investing Activities
|
(114.9
|
)
|
|
(100.8
|
)
|
||
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Short term debt, net
|
(0.9
|
)
|
|
120.8
|
|
||
Collateralized short-term debt, net
|
(6.0
|
)
|
|
—
|
|
||
Proceeds from long-term debt
|
394.0
|
|
|
296.6
|
|
||
Retirements of long-term debt
|
—
|
|
|
(350.0
|
)
|
||
Cash dividends paid
|
—
|
|
|
(60.0
|
)
|
||
Cash Flows from Financing Activities
|
387.1
|
|
|
7.4
|
|
||
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
414.5
|
|
|
11.6
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
|
|
|
|
||||
Beginning of period, including restricted cash of $0.0 and $0.0, respectively
|
2.6
|
|
|
2.2
|
|
||
End of period, including restricted cash of $414.3 and $0.0, respectively
|
$
|
417.1
|
|
|
$
|
13.8
|
|
KANSAS CITY POWER & LIGHT COMPANY
|
||||||||||||||||||
Consolidated Statements of Changes in Equity
|
||||||||||||||||||
(Unaudited)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Common stock shares
|
|
Common stock
|
|
Retained earnings
|
|
AOCI - Net gains (losses) on cash flow hedges
|
|
Total equity
|
|||||||||
|
(millions, except share amounts)
|
|||||||||||||||||
Balance as of December 31, 2017
|
1
|
|
|
$
|
1,563.1
|
|
|
$
|
949.7
|
|
|
$
|
0.4
|
|
|
$
|
2,513.2
|
|
Net income
|
—
|
|
|
—
|
|
|
20.2
|
|
|
—
|
|
|
20.2
|
|
||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
(60.0
|
)
|
|
—
|
|
|
(60.0
|
)
|
||||
Derivative hedging activity, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.9
|
|
||||
Balance as of March 31, 2018
|
1
|
|
|
$
|
1,563.1
|
|
|
$
|
909.9
|
|
|
$
|
1.3
|
|
|
$
|
2,474.3
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance as of December 31, 2018
|
1
|
|
|
$
|
1,563.1
|
|
|
$
|
932.6
|
|
|
$
|
4.1
|
|
|
$
|
2,499.8
|
|
Net income
|
—
|
|
|
—
|
|
|
16.0
|
|
|
—
|
|
|
16.0
|
|
||||
Derivative hedging activity, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.9
|
|
||||
Balance as of March 31, 2019
|
1
|
|
|
$
|
1,563.1
|
|
|
$
|
948.6
|
|
|
$
|
5.0
|
|
|
$
|
2,516.7
|
|
•
|
Westar Energy is an integrated, regulated electric utility that provides electricity to customers in the state of Kansas. Westar Energy has
one
active wholly-owned subsidiary with significant operations, Kansas Gas and Electric Company (KGE).
|
•
|
KCP&L is an integrated, regulated electric utility that provides electricity to customers in the states of Missouri and Kansas.
|
•
|
KCP&L Greater Missouri Operations Company (GMO) is an integrated, regulated electric utility that provides electricity to customers in the state of Missouri.
|
•
|
GPE Transmission Holding Company, LLC (GPETHC) owns
13.5%
of Transource Energy, LLC (Transource) with the remaining
86.5%
owned by AEP Transmission Holding Company, LLC, a subsidiary of American Electric Power Company, Inc. (AEP). Transource is focused on the development of competitive electric transmission projects. GPETHC accounts for its investment in Transource under the equity method.
|
|
|
|
As Previously Filed
|
|
As Recast
|
|
||||
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
|
|
|
(millions)
|
|
||||||
Adjustments to reconcile income to net cash from operating activities:
|
|
|
|
|
|
|
||||
Amortization of other
|
|
|
$
|
6.6
|
|
|
$
|
—
|
|
|
Amortization of deferred refueling outage
|
|
|
—
|
|
|
3.9
|
|
|
||
Deferred income taxes, net
|
|
|
5.6
|
|
|
—
|
|
|
||
Investment tax credit amortization
|
|
|
(0.3
|
)
|
|
—
|
|
|
||
Net deferred income taxes and credits
|
|
|
—
|
|
|
5.3
|
|
|
||
Other
(a)
|
|
|
3.8
|
|
|
0.2
|
|
|
||
Changes in working capital items:
|
|
|
|
|
|
|
||||
Fuel inventory and supplies
|
|
|
—
|
|
|
(2.8
|
)
|
|
||
Fuel inventories
(a)
|
|
|
(1.0
|
)
|
|
—
|
|
|
||
Materials and supplies
(a)
|
|
|
(1.8
|
)
|
|
—
|
|
|
||
Prepaid expenses and other current assets
|
|
|
—
|
|
|
(2.5
|
)
|
|
||
Accrued interest
(a)
|
|
|
8.3
|
|
|
—
|
|
|
||
Other current liabilities
|
|
|
—
|
|
|
(1.8
|
)
|
|
||
Changes in other assets
|
|
|
—
|
|
|
16.5
|
|
|
||
Changes in other liabilities
|
|
|
—
|
|
|
13.5
|
|
|
||
Deferred refueling outage costs
(a)
|
|
|
0.9
|
|
|
—
|
|
|
||
Pension and post-retirement benefit obligations
(a)
|
|
|
9.0
|
|
|
—
|
|
|
||
Fuel recovery mechanisms
(a)
|
|
|
1.2
|
|
|
—
|
|
|
||
Total reclassifications
|
|
|
$
|
32.3
|
|
|
$
|
32.3
|
|
|
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||
Additions to property, plant and equipment
|
|
|
$
|
—
|
|
|
$
|
(100.6
|
)
|
|
Utility capital expenditures
|
|
|
(93.5
|
)
|
|
—
|
|
|
||
Allowance for borrowed funds used during construction
|
|
|
(2.0
|
)
|
|
—
|
|
|
||
Other investing activities
|
|
|
(4.5
|
)
|
|
0.6
|
|
|
||
Total reclassifications
|
|
|
$
|
(100.0
|
)
|
|
$
|
(100.0
|
)
|
|
|
March 31
|
December 31
|
||||||||
|
|
2019
|
|
|
2018
|
|
||||
Evergy
|
|
(millions)
|
|
|||||||
Fuel inventory
|
|
$
|
132.2
|
|
|
|
$
|
168.9
|
|
|
Supplies
|
|
334.3
|
|
|
|
342.1
|
|
|
||
Fuel inventory and supplies
|
|
$
|
466.5
|
|
|
|
$
|
511.0
|
|
|
Westar Energy
|
|
|
|
|||||||
Fuel inventory
|
|
$
|
74.2
|
|
|
|
$
|
87.8
|
|
|
Supplies
|
|
180.8
|
|
|
|
189.0
|
|
|
||
Fuel inventory and supplies
|
|
$
|
255.0
|
|
|
|
$
|
276.8
|
|
|
KCP&L
|
|
|
|
|
|
|
|
|
||
Fuel inventory
|
|
$
|
39.2
|
|
|
|
$
|
57.8
|
|
|
Supplies
|
|
120.1
|
|
|
|
119.8
|
|
|
||
Fuel inventory and supplies
|
|
$
|
159.3
|
|
|
|
$
|
177.6
|
|
|
March 31, 2019
|
|
Evergy
|
|
Westar Energy
|
|
KCP&L
|
||||||
|
|
(millions)
|
||||||||||
Electric plant in service
|
|
$
|
27,161.1
|
|
|
$
|
13,263.5
|
|
|
$
|
10,546.0
|
|
Electric plant acquisition adjustment
|
|
740.6
|
|
|
740.6
|
|
|
—
|
|
|||
Accumulated depreciation
|
|
(9,856.2
|
)
|
|
(4,721.2
|
)
|
|
(4,083.5
|
)
|
|||
Plant in service
|
|
18,045.5
|
|
|
9,282.9
|
|
|
6,462.5
|
|
|||
Construction work in progress
|
|
635.7
|
|
|
365.0
|
|
|
173.2
|
|
|||
Nuclear fuel, net
|
|
155.9
|
|
|
77.5
|
|
|
78.4
|
|
|||
Plant to be retired, net
(a)
|
|
1.0
|
|
|
1.0
|
|
|
—
|
|
|||
Property, plant and equipment, net
|
|
$
|
18,838.1
|
|
|
$
|
9,726.4
|
|
|
$
|
6,714.1
|
|
|
|
|
|
|
|
|
||||||
December 31, 2018
|
|
Evergy
|
|
Westar Energy
|
|
KCP&L
|
||||||
|
|
(millions)
|
||||||||||
Electric plant in service
|
|
$
|
26,916.7
|
|
|
$
|
13,176.7
|
|
|
$
|
10,439.1
|
|
Electric plant acquisition adjustment
|
|
740.6
|
|
|
740.6
|
|
|
—
|
|
|||
Accumulated depreciation
|
|
(9,694.1
|
)
|
|
(4,642.8
|
)
|
|
(4,022.4
|
)
|
|||
Plant in service
|
|
17,963.2
|
|
|
9,274.5
|
|
|
6,416.7
|
|
|||
Construction work in progress
|
|
685.2
|
|
|
376.7
|
|
|
204.4
|
|
|||
Nuclear fuel, net
|
|
133.1
|
|
|
66.1
|
|
|
67.0
|
|
|||
Plant to be retired, net
(a)
|
|
1.0
|
|
|
1.0
|
|
|
—
|
|
|||
Property, plant and equipment, net
|
|
$
|
18,782.5
|
|
|
$
|
9,718.3
|
|
|
$
|
6,688.1
|
|
Three Months Ended March 31
|
2019
|
|
2018
|
||||
Evergy
|
(millions)
|
||||||
Non-service cost component of net benefit cost
|
$
|
(13.1
|
)
|
|
$
|
(5.7
|
)
|
Other
|
(6.3
|
)
|
|
(4.9
|
)
|
||
Other expense
|
$
|
(19.4
|
)
|
|
$
|
(10.6
|
)
|
Westar Energy
|
|
|
|
||||
Non-service cost component of net benefit cost
|
$
|
(4.4
|
)
|
|
$
|
(5.7
|
)
|
Other
|
(6.2
|
)
|
|
(4.9
|
)
|
||
Other expense
|
$
|
(10.6
|
)
|
|
$
|
(10.6
|
)
|
KCP&L
(a)
|
|
|
|
||||
Non-service cost component of net benefit cost
|
$
|
(5.1
|
)
|
|
$
|
(6.7
|
)
|
Other
|
0.1
|
|
|
(1.2
|
)
|
||
Other expense
|
$
|
(5.0
|
)
|
|
$
|
(7.9
|
)
|
Three Months Ended March 31
|
2019
|
|
2018
|
||||
Income
|
(millions, except per share amounts)
|
||||||
Net income
|
$
|
103.4
|
|
|
$
|
62.9
|
|
Less: net income attributable to noncontrolling interests
|
3.9
|
|
|
2.4
|
|
||
Net income attributable to Evergy, Inc.
|
99.5
|
|
|
60.5
|
|
||
Common Shares Outstanding
|
|
|
|
|
|
||
Weighted average number of common shares outstanding - basic
|
252.8
|
|
|
142.6
|
|
||
Add: effect of dilutive securities
|
0.2
|
|
|
0.1
|
|
||
Weighted average number of common shares outstanding - dilutive
|
253.0
|
|
|
142.7
|
|
||
Basic and Diluted EPS
|
$
|
0.39
|
|
|
$
|
0.42
|
|
Three Months Ended March 31
|
|
2019
|
|
2018
|
||||
Evergy
|
|
(millions)
|
||||||
Cash paid for (received from):
|
|
|
|
|
||||
Interest, net of amounts capitalized
|
|
$
|
59.3
|
|
|
$
|
33.0
|
|
Interest of VIEs
|
|
1.0
|
|
|
1.3
|
|
||
Income taxes, net of refunds
|
|
(0.1
|
)
|
|
(0.2
|
)
|
||
Non-cash investing transactions:
|
|
|
|
|
||||
Property, plant and equipment additions
|
|
47.1
|
|
|
29.8
|
|
||
Non-cash financing transactions:
|
|
|
|
|
||||
Issuance of stock for compensation and reinvested dividends
|
|
0.5
|
|
|
0.1
|
|
||
Westar Energy
|
|
|
||||||
Cash paid for (received from):
|
|
|
|
|
||||
Interest, net of amounts capitalized
|
|
$
|
32.6
|
|
|
$
|
33.0
|
|
Interest of VIEs
|
|
1.0
|
|
|
1.3
|
|
||
Income taxes, net of refunds
|
|
—
|
|
|
(0.2
|
)
|
||
Non-cash investing transactions:
|
|
|
|
|
||||
Property, plant and equipment additions
|
|
27.1
|
|
|
29.8
|
|
||
Non-cash financing transactions:
|
|
|
|
|
||||
Issuance of stock for compensation and reinvested dividends
|
|
—
|
|
|
0.1
|
|
||
KCP&L
(a)
|
|
|
||||||
Cash paid for (received from):
|
|
|
|
|
||||
Interest, net of amounts capitalized
|
|
$
|
19.6
|
|
|
$
|
22.7
|
|
Non-cash investing transactions:
|
|
|
|
|
||||
Property, plant and equipment additions
|
|
15.9
|
|
|
20.9
|
|
Three Months Ended March 31, 2018
|
|
||
|
(millions, except per share amounts)
|
||
Operating revenues
|
$
|
1,184.1
|
|
Net income attributable to Evergy, Inc.
|
91.9
|
|
|
Basic earnings per common share
|
$
|
0.34
|
|
Diluted earnings per common share
|
$
|
0.34
|
|
Three Months Ended March 31, 2019
|
Evergy
|
|
Westar Energy
|
|
KCP&L
|
||||||
Revenues
|
(millions)
|
||||||||||
Residential
|
$
|
451.7
|
|
|
$
|
192.3
|
|
|
$
|
164.2
|
|
Commercial
|
413.5
|
|
|
164.3
|
|
|
183.8
|
|
|||
Industrial
|
147.0
|
|
|
98.4
|
|
|
29.7
|
|
|||
Other retail
|
9.8
|
|
|
5.1
|
|
|
2.6
|
|
|||
Total electric retail
|
$
|
1,022.0
|
|
|
$
|
460.1
|
|
|
$
|
380.3
|
|
Wholesale
|
83.1
|
|
|
61.3
|
|
|
18.1
|
|
|||
Transmission
|
76.7
|
|
|
69.2
|
|
|
3.1
|
|
|||
Industrial steam and other
|
3.3
|
|
|
1.7
|
|
|
1.4
|
|
|||
Total revenue from contracts with customers
|
$
|
1,185.1
|
|
|
$
|
592.3
|
|
|
$
|
402.9
|
|
Other
|
31.8
|
|
|
4.5
|
|
|
22.5
|
|
|||
Operating revenues
|
$
|
1,216.9
|
|
|
$
|
596.8
|
|
|
$
|
425.4
|
|
Three Months Ended March 31, 2018
|
Evergy
|
|
Westar Energy
|
|
KCP&L
(a)
|
||||||
Revenues
|
(millions)
|
||||||||||
Residential
|
$
|
180.3
|
|
|
$
|
180.3
|
|
|
$
|
154.9
|
|
Commercial
|
155.4
|
|
|
155.4
|
|
|
181.8
|
|
|||
Industrial
|
93.5
|
|
|
93.5
|
|
|
32.2
|
|
|||
Other retail
|
4.2
|
|
|
4.2
|
|
|
2.7
|
|
|||
Total electric retail
|
$
|
433.4
|
|
|
$
|
433.4
|
|
|
$
|
371.6
|
|
Wholesale
|
94.2
|
|
|
94.2
|
|
|
3.1
|
|
|||
Transmission
|
71.9
|
|
|
71.9
|
|
|
3.3
|
|
|||
Other
|
1.8
|
|
|
1.8
|
|
|
—
|
|
|||
Total revenue from contracts with customers
|
$
|
601.3
|
|
|
$
|
601.3
|
|
|
$
|
378.0
|
|
Other
|
(1.1
|
)
|
|
(1.1
|
)
|
|
19.1
|
|
|||
Operating revenues
|
$
|
600.2
|
|
|
$
|
600.2
|
|
|
$
|
397.1
|
|
|
March 31
|
December 31
|
||||||||
|
|
2019
|
|
|
2018
|
|
||||
Evergy
|
|
(millions)
|
|
|||||||
Customer accounts receivable - billed
|
|
$
|
15.0
|
|
|
|
$
|
16.7
|
|
|
Customer accounts receivable - unbilled
|
|
82.1
|
|
|
|
91.2
|
|
|
||
Other receivables
|
|
77.5
|
|
|
|
95.0
|
|
|
||
Allowance for doubtful accounts
|
|
(9.8
|
)
|
|
|
(9.2
|
)
|
|
||
Total
|
|
$
|
164.8
|
|
|
|
$
|
193.7
|
|
|
Westar Energy
|
|
|
|
|||||||
Customer accounts receivable - billed
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Customer accounts receivable - unbilled
|
|
33.4
|
|
|
|
16.6
|
|
|
||
Other receivables
|
|
61.2
|
|
|
|
71.6
|
|
|
||
Allowance for doubtful accounts
|
|
(4.2
|
)
|
|
|
(3.9
|
)
|
|
||
Total
|
|
$
|
90.4
|
|
|
|
$
|
84.3
|
|
|
KCP&L
|
|
|
|
|
|
|
|
|
||
Customer accounts receivable - billed
|
|
$
|
8.0
|
|
|
|
$
|
7.8
|
|
|
Customer accounts receivable - unbilled
|
|
25.9
|
|
|
|
42.9
|
|
|
||
Other receivables
|
|
11.9
|
|
|
|
15.8
|
|
|
||
Allowance for doubtful accounts
|
|
(4.0
|
)
|
|
|
(3.8
|
)
|
|
||
Total
|
|
$
|
41.8
|
|
|
|
$
|
62.7
|
|
|
Three Months Ended March 31
|
|
2019
|
|
2018
|
||||
|
(millions)
|
|||||||
Evergy
|
|
$
|
4.0
|
|
|
$
|
4.0
|
|
Westar Energy
|
|
(0.3
|
)
|
|
4.0
|
|
||
KCP&L
(a)
|
|
2.8
|
|
|
1.7
|
|
|
Pension Benefits
|
|
Post-Retirement Benefits
|
||||||||||||||||||||
Three Months Ended March 31, 2019
|
Evergy
|
|
Westar Energy
|
|
KCP&L
|
|
Evergy
|
|
Westar Energy
|
|
KCP&L
|
||||||||||||
Components of net periodic benefit costs
|
(millions)
|
||||||||||||||||||||||
Service cost
|
$
|
19.1
|
|
|
$
|
7.3
|
|
|
$
|
11.8
|
|
|
$
|
0.6
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Interest cost
|
27.5
|
|
|
13.4
|
|
|
14.1
|
|
|
2.6
|
|
|
1.4
|
|
|
1.2
|
|
||||||
Expected return on plan assets
|
(27.1
|
)
|
|
(13.7
|
)
|
|
(12.3
|
)
|
|
(2.4
|
)
|
|
(1.7
|
)
|
|
(0.7
|
)
|
||||||
Prior service cost
|
0.5
|
|
|
0.4
|
|
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
||||||
Recognized net actuarial (gain)/loss
|
6.9
|
|
|
6.4
|
|
|
12.2
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(0.4
|
)
|
||||||
Net periodic benefit costs before regulatory adjustment and intercompany allocations
|
26.9
|
|
|
13.8
|
|
|
26.0
|
|
|
0.6
|
|
|
—
|
|
|
0.4
|
|
||||||
Regulatory adjustment
|
(0.1
|
)
|
|
0.5
|
|
|
(0.6
|
)
|
|
(0.7
|
)
|
|
(0.8
|
)
|
|
0.1
|
|
||||||
Intercompany allocations
|
—
|
|
|
—
|
|
|
(6.9
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||||
Net periodic benefit costs
|
$
|
26.8
|
|
|
$
|
14.3
|
|
|
$
|
18.5
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
0.4
|
|
|
Pension Benefits
|
|
Post-Retirement Benefits
|
||||||||||||||||||||
Three Months Ended March 31, 2018
|
Evergy
|
|
Westar Energy
|
|
KCP&L
(a)
|
|
Evergy
|
|
Westar Energy
|
|
KCP&L
(a)
|
||||||||||||
Components of net periodic benefit costs
|
(millions)
|
||||||||||||||||||||||
Service cost
|
$
|
8.0
|
|
|
$
|
8.0
|
|
|
$
|
12.2
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
0.5
|
|
Interest cost
|
12.7
|
|
|
12.7
|
|
|
12.7
|
|
|
1.2
|
|
|
1.2
|
|
|
1.2
|
|
||||||
Expected return on plan assets
|
(14.0
|
)
|
|
(14.0
|
)
|
|
(13.9
|
)
|
|
(1.7
|
)
|
|
(1.7
|
)
|
|
(0.7
|
)
|
||||||
Prior service cost
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
||||||
Recognized net actuarial (gain)/loss
|
8.2
|
|
|
8.2
|
|
|
11.4
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
||||||
Net periodic benefit costs before regulatory adjustment and intercompany allocations
|
15.1
|
|
|
15.1
|
|
|
22.6
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
1.0
|
|
||||||
Regulatory adjustment
|
2.8
|
|
|
2.8
|
|
|
0.4
|
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(0.1
|
)
|
||||||
Intercompany allocations
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
||||||
Net periodic benefit costs
|
$
|
17.9
|
|
|
$
|
17.9
|
|
|
$
|
17.5
|
|
|
$
|
(0.6
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
0.6
|
|
|
|
Amounts Drawn
|
|
|
|
||||||||||||
|
Credit Facility
|
Commercial Paper
|
Letters of Credit
|
Cash Borrowings
|
Available Borrowings
|
|
Weighted Average Interest Rate on Short-Term Borrowings
|
||||||||||
March 31, 2019
|
(millions)
|
|
|
||||||||||||||
Evergy, Inc.
|
$
|
450.0
|
|
n/a
|
$
|
1.0
|
|
$
|
100.0
|
|
$
|
349.0
|
|
|
3.73%
|
||
Westar Energy
|
1,000.0
|
|
413.8
|
|
18.3
|
|
—
|
|
567.9
|
|
|
2.77%
|
|||||
KCP&L
|
600.0
|
|
176.0
|
|
2.7
|
|
—
|
|
421.3
|
|
|
2.89%
|
|||||
GMO
|
450.0
|
|
121.2
|
|
2.1
|
|
—
|
|
326.7
|
|
|
2.75%
|
|||||
Evergy
|
$
|
2,500.0
|
|
$
|
711.0
|
|
$
|
24.1
|
|
$
|
100.0
|
|
$
|
1,664.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||||
Evergy, Inc.
|
$
|
450.0
|
|
n/a
|
$
|
1.0
|
|
$
|
—
|
|
$
|
449.0
|
|
|
—%
|
||
Westar Energy
|
1,000.0
|
|
411.7
|
|
18.3
|
|
—
|
|
570.0
|
|
|
3.08%
|
|||||
KCP&L
|
600.0
|
|
176.9
|
|
2.7
|
|
—
|
|
420.4
|
|
|
2.95%
|
|||||
GMO
|
450.0
|
|
150.0
|
|
2.1
|
|
—
|
|
297.9
|
|
|
3.00%
|
|||||
Evergy
|
$
|
2,500.0
|
|
$
|
738.6
|
|
$
|
24.1
|
|
$
|
—
|
|
$
|
1,737.3
|
|
|
|
•
|
$300.0 million
of
3.15%
Series, maturing in
2023
;
|
•
|
$350.0 million
of
3.65%
Series, maturing in
2025
;
|
•
|
$250.0 million
of
6.05%
Series, maturing in
2035
;
|
•
|
$400.0 million
of
5.30%
Series, maturing in
2041
;
|
•
|
$300.0 million
of
4.20%
Series, maturing in
2047
; and
|
•
|
$300.0 million
of
4.20%
Series, maturing in
2048
.
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
Book Value
|
|
Fair Value
|
|
Book Value
|
|
Fair Value
|
||||||||
Long-term debt
(a)
|
|
(millions)
|
||||||||||||||
Evergy
(b)
|
|
$
|
7,827.0
|
|
|
$
|
8,130.5
|
|
|
$
|
7,341.7
|
|
|
$
|
7,412.1
|
|
Westar Energy
|
|
3,690.0
|
|
|
3,884.4
|
|
|
3,689.8
|
|
|
3,771.3
|
|
||||
KCP&L
|
|
2,924.6
|
|
|
3,130.2
|
|
|
2,530.1
|
|
|
2,637.5
|
|
||||
Long-term debt of variable interest entities
(a)
|
|
|
|
|
|
|
|
|
||||||||
Evergy
|
|
$
|
51.1
|
|
|
$
|
50.9
|
|
|
$
|
81.4
|
|
|
$
|
81.3
|
|
Westar Energy
|
|
51.1
|
|
|
50.9
|
|
|
81.4
|
|
|
81.3
|
|
Description
|
March 31, 2019
|
|
Level 1
|
|
Level 2
|
Level 3
|
NAV
|
||||||||||||||||||
Westar Energy
|
|
(millions)
|
|||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nuclear decommissioning trust
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic equity funds
|
|
$
|
80.1
|
|
|
|
$
|
73.6
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
6.5
|
|
|
International equity funds
|
|
46.5
|
|
|
|
46.5
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Core bond fund
|
|
34.6
|
|
|
|
34.6
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
High-yield bond fund
|
|
20.6
|
|
|
|
20.6
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Emerging markets bond fund
|
|
16.4
|
|
|
|
16.4
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Combination debt/equity/other fund
|
|
14.7
|
|
|
|
14.7
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Alternative investments fund
|
|
23.3
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
23.3
|
|
|
|||||
Real estate securities fund
|
|
12.0
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
12.0
|
|
|
|||||
Cash equivalents
|
|
0.2
|
|
|
|
0.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Total nuclear decommissioning trust
|
|
248.4
|
|
|
|
206.6
|
|
|
|
—
|
|
|
|
—
|
|
|
|
41.8
|
|
|
|||||
Rabbi trust
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Core bond fund
|
|
24.7
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
24.7
|
|
|
|||||
Combination debt/equity/other fund
|
|
6.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6.2
|
|
|
|||||
Cash equivalents
|
|
0.2
|
|
|
|
0.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Total rabbi trust
|
|
31.1
|
|
|
|
0.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
30.9
|
|
|
|||||
Total
|
|
$
|
279.5
|
|
|
|
$
|
206.8
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
72.7
|
|
|
KCP&L
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nuclear decommissioning trust
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities
|
|
$
|
188.3
|
|
|
|
$
|
188.3
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. Treasury
|
|
46.0
|
|
|
|
46.0
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
U.S. Agency
|
|
0.4
|
|
|
|
—
|
|
|
|
0.4
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
State and local obligations
|
|
2.1
|
|
|
|
—
|
|
|
|
2.1
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Corporate bonds
|
|
30.6
|
|
|
|
—
|
|
|
|
30.6
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Foreign governments
|
|
0.1
|
|
|
|
—
|
|
|
|
0.1
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Cash equivalents
|
|
2.9
|
|
|
|
2.9
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Other
|
|
(0.5
|
)
|
|
|
—
|
|
|
|
(0.5
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Total nuclear decommissioning trust
|
|
269.9
|
|
|
|
237.2
|
|
|
|
32.7
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Self-insured health plan trust
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities
|
|
0.5
|
|
|
|
0.5
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Debt securities
|
|
4.3
|
|
|
|
0.4
|
|
|
|
3.9
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Cash and cash equivalents
|
|
6.7
|
|
|
|
6.7
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Other
|
|
1.1
|
|
|
|
—
|
|
|
|
1.1
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Total self-insured health plan trust
|
|
12.6
|
|
|
|
7.6
|
|
|
|
5.0
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Total
|
|
$
|
282.5
|
|
|
|
$
|
244.8
|
|
|
|
$
|
37.7
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Other Evergy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Rabbi trusts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed income fund
|
|
$
|
13.1
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
13.1
|
|
|
Cash and cash equivalents
|
|
0.4
|
|
|
|
0.4
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Total rabbi trusts
|
|
$
|
13.5
|
|
|
|
$
|
0.4
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
13.1
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate swaps
(c)
|
|
$
|
19.2
|
|
|
|
$
|
—
|
|
|
|
$
|
19.2
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Total
|
|
$
|
19.2
|
|
|
|
$
|
—
|
|
|
|
$
|
19.2
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Evergy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Nuclear decommissioning trust
(a)
|
|
$
|
518.3
|
|
|
|
$
|
443.8
|
|
|
|
$
|
32.7
|
|
|
|
$
|
—
|
|
|
|
$
|
41.8
|
|
|
Rabbi trusts
|
|
44.6
|
|
|
|
0.6
|
|
|
|
—
|
|
|
|
—
|
|
|
|
44.0
|
|
|
|||||
Self-insured health plan trust
(b)
|
|
12.6
|
|
|
|
7.6
|
|
|
|
5.0
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Total
|
|
$
|
575.5
|
|
|
|
$
|
452.0
|
|
|
|
$
|
37.7
|
|
|
|
$
|
—
|
|
|
|
$
|
85.8
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate swaps
(c)
|
|
$
|
19.2
|
|
|
|
$
|
—
|
|
|
|
$
|
19.2
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Total
|
|
$
|
19.2
|
|
|
|
$
|
—
|
|
|
|
$
|
19.2
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Description
|
December 31, 2018
|
Level 1
|
Level 2
|
Level 3
|
NAV
|
||||||||||||||||||||
Westar Energy
|
|
(millions)
|
|||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nuclear decommissioning trust
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic equity funds
|
|
$
|
70.6
|
|
|
|
$
|
63.9
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
6.7
|
|
|
International equity funds
|
|
36.2
|
|
|
|
36.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Core bond fund
|
|
37.5
|
|
|
|
37.5
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
High-yield bond fund
|
|
18.9
|
|
|
|
18.9
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Emerging markets bond fund
|
|
15.4
|
|
|
|
15.4
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Combination debt/equity/other fund
|
|
12.9
|
|
|
|
12.9
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Alternative investments fund
|
|
24.1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
24.1
|
|
|
|||||
Real estate securities fund
|
|
11.8
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
11.8
|
|
|
|||||
Cash equivalents
|
|
0.1
|
|
|
|
0.1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Total nuclear decommissioning trust
|
|
227.5
|
|
|
|
184.9
|
|
|
|
—
|
|
|
|
—
|
|
|
|
42.6
|
|
|
|||||
Rabbi trust
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Core bond fund
|
|
24.8
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
24.8
|
|
|
|||||
Combination debt/equity/other fund
|
|
5.6
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
5.6
|
|
|
|||||
Cash equivalents
|
|
0.2
|
|
|
|
0.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Total rabbi trust
|
|
30.6
|
|
|
|
0.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
30.4
|
|
|
|||||
Total
|
|
$
|
258.1
|
|
|
|
$
|
185.1
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
73.0
|
|
|
KCP&L
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nuclear decommissioning trust
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities
|
|
$
|
166.6
|
|
|
|
$
|
166.6
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. Treasury
|
|
42.1
|
|
|
|
42.1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
U.S. Agency
|
|
0.4
|
|
|
|
—
|
|
|
|
0.4
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
State and local obligations
|
|
2.1
|
|
|
|
—
|
|
|
|
2.1
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Corporate bonds
|
|
30.9
|
|
|
|
—
|
|
|
|
30.9
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Foreign governments
|
|
0.1
|
|
|
|
—
|
|
|
|
0.1
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Cash equivalents
|
|
1.7
|
|
|
|
1.7
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Other
|
|
0.7
|
|
|
|
0.7
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Total nuclear decommissioning trust
|
|
244.6
|
|
|
|
211.1
|
|
|
|
33.5
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Self-insured health plan trust
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities
|
|
0.5
|
|
|
|
0.5
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Debt securities
|
|
3.9
|
|
|
|
0.3
|
|
|
|
3.6
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Cash and cash equivalents
|
|
8.0
|
|
|
|
8.0
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Total self-insured health plan trust
|
|
12.4
|
|
|
|
8.8
|
|
|
|
3.6
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Total
|
|
$
|
257.0
|
|
|
|
$
|
219.9
|
|
|
|
$
|
37.1
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Other Evergy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Rabbi trusts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed income fund
|
|
$
|
13.2
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
13.2
|
|
|
Total rabbi trusts
|
|
$
|
13.2
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
13.2
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate swaps
(c)
|
|
$
|
5.4
|
|
|
|
$
|
—
|
|
|
|
$
|
5.4
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Total
|
|
$
|
5.4
|
|
|
|
$
|
—
|
|
|
|
$
|
5.4
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Evergy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Nuclear decommissioning trust
(a)
|
|
$
|
472.1
|
|
|
|
$
|
396.0
|
|
|
|
$
|
33.5
|
|
|
|
$
|
—
|
|
|
|
$
|
42.6
|
|
|
Rabbi trust
|
|
43.8
|
|
|
|
0.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
43.6
|
|
|
|||||
Self-insured health plan trust
(b)
|
|
12.4
|
|
|
|
8.8
|
|
|
|
3.6
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Total
|
|
$
|
528.3
|
|
|
|
$
|
405.0
|
|
|
|
$
|
37.1
|
|
|
|
$
|
—
|
|
|
|
$
|
86.2
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate swaps
(c)
|
|
$
|
5.4
|
|
|
|
$
|
—
|
|
|
|
$
|
5.4
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Total
|
|
$
|
5.4
|
|
|
|
$
|
—
|
|
|
|
$
|
5.4
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
(a)
|
Fair value is based on quoted market prices of the investments held by the trust and/or valuation models.
|
(b)
|
Fair value is based on quoted market prices of the investments held by the trust. Debt securities classified as Level 1 are comprised of U.S. Treasury securities. Debt securities classified as Level 2 are comprised of corporate bonds, U.S. Agency, state and local obligations, and other asset-backed securities.
|
(c)
|
The fair value of interest rate swaps are determined by calculating the net present value of expected payments and receipts under the interest rate swaps using observable market inputs including interest rates and LIBOR swap rates.
|
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2019
|
||||||||||||||
|
Fair
|
|
Unfunded
|
|
Fair
|
|
Unfunded
|
|
Redemption
|
|
Length of
|
||||||||
|
Value
|
|
Commitments
|
|
Value
|
|
Commitments
|
|
Frequency
|
|
Settlement
|
||||||||
Westar Energy
|
(millions)
|
|
|
|
|
||||||||||||||
Nuclear decommissioning trust:
|
|
|
|
|
|
||||||||||||||
Domestic equity funds
|
$
|
6.5
|
|
|
$
|
4.0
|
|
|
$
|
6.7
|
|
|
$
|
4.3
|
|
|
(a)
|
|
(a)
|
Alternative investments fund
(b)
|
23.3
|
|
|
—
|
|
|
24.1
|
|
|
—
|
|
|
Quarterly
|
|
65 days
|
||||
Real estate securities fund
(b)
|
12.0
|
|
|
—
|
|
|
11.8
|
|
|
—
|
|
|
Quarterly
|
|
65 days
|
||||
Total
|
$
|
41.8
|
|
|
$
|
4.0
|
|
|
$
|
42.6
|
|
|
$
|
4.3
|
|
|
|
|
|
Rabbi trust:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Core bond fund
|
$
|
24.7
|
|
|
$
|
—
|
|
|
$
|
24.8
|
|
|
$
|
—
|
|
|
(c)
|
|
(c)
|
Combination debt/equity/other fund
|
6.2
|
|
|
—
|
|
|
5.6
|
|
|
—
|
|
|
(c)
|
|
(c)
|
||||
Total
|
$
|
30.9
|
|
|
$
|
—
|
|
|
$
|
30.4
|
|
|
$
|
—
|
|
|
|
|
|
Other Evergy
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rabbi trusts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed income fund
|
$
|
13.1
|
|
|
$
|
—
|
|
|
$
|
13.2
|
|
|
$
|
—
|
|
|
(c)
|
|
(c)
|
Total Evergy investments at NAV
|
$
|
85.8
|
|
|
$
|
4.0
|
|
|
$
|
86.2
|
|
|
$
|
4.3
|
|
|
|
|
|
(a)
|
This investment is in
five
long-term private equity funds that do not permit early withdrawal. Investments in these funds cannot be distributed until the underlying investments have been liquidated, which may take years from the date of initial liquidation.
Three
funds have begun to make distributions. The initial investment in the fourth and fifth fund occurred in the second quarter of 2016 and first quarter of 2018, respectively. The fourth fund's term is
15 years
, subject to the general partner's right to extend the term for up to
three
additional
one
-year periods. The fifth fund's term will be
15 years
after the initial closing date, subject to additional extensions approved by the Advisory Committee to provide for an orderly liquidation of fund investments and dissolution of the fund.
|
(b)
|
There is a holdback on final redemptions.
|
(c)
|
This investment can be redeemed immediately and is not subject to any restrictions on redemptions.
|
Three Months Ended March 31
|
|
2019
|
|
2018
|
|
||||
Westar Energy
|
|
(millions)
|
|
||||||
Nuclear decommissioning trust - equity securities
|
|
$
|
17.2
|
|
|
$
|
(11.7
|
)
|
|
Rabbi trust
|
|
1.3
|
|
|
(0.5
|
)
|
|
||
Total
|
|
$
|
18.5
|
|
|
$
|
(12.2
|
)
|
|
KCP&L
(a)
|
|
|
|
|
|
||||
Nuclear decommissioning trust - equity securities
|
|
$
|
20.7
|
|
|
$
|
(3.6
|
)
|
|
Nuclear decommissioning trust - debt securities
|
|
2.1
|
|
|
(1.6
|
)
|
|
||
Total
|
|
$
|
22.8
|
|
|
$
|
(5.2
|
)
|
|
Evergy
|
|
|
|
|
|
||||
Nuclear decommissioning trust - equity securities
|
|
$
|
37.9
|
|
|
$
|
(11.7
|
)
|
|
Nuclear decommissioning trust - debt securities
|
|
2.1
|
|
|
—
|
|
|
||
Rabbi trusts
|
|
0.5
|
|
|
(0.5
|
)
|
|
||
Total
|
|
$
|
40.5
|
|
|
$
|
(12.2
|
)
|
|
|
|
March 31
|
|
|
December 31
|
|
||||
|
|
2019
|
|
|
2018
|
|
||||
Westar Energy
|
|
(millions)
|
|
|||||||
Net receivable from GMO
|
|
$
|
2.5
|
|
|
|
$
|
2.6
|
|
|
Net payable to KCP&L
|
|
(8.3
|
)
|
|
|
(13.5
|
)
|
|
||
Net payable to Evergy
|
|
(0.5
|
)
|
|
|
(1.4
|
)
|
|
||
|
|
|
|
|
|
|
||||
KCP&L
|
|
|
|
|
|
|
||||
Net receivable from GMO
|
|
$
|
53.6
|
|
|
|
$
|
72.6
|
|
|
Net receivable from Westar Energy
|
|
8.3
|
|
|
|
13.5
|
|
|
||
Net receivable from Evergy
|
|
19.3
|
|
|
|
15.7
|
|
|
Evergy
|
|
||||||
Three Months Ended March 31
|
2019
|
|
2018
|
||||
Current income taxes
|
(millions)
|
||||||
Federal
|
$
|
11.9
|
|
|
$
|
0.2
|
|
State
|
(0.6
|
)
|
|
—
|
|
||
Total
|
11.3
|
|
|
0.2
|
|
||
Deferred income taxes
|
|
|
|
||||
Federal
|
(7.3
|
)
|
|
5.9
|
|
||
State
|
6.3
|
|
|
3.7
|
|
||
Total
|
(1.0
|
)
|
|
9.6
|
|
||
Investment tax credit amortization
|
(1.0
|
)
|
|
(0.6
|
)
|
||
Income tax expense
|
$
|
9.3
|
|
|
$
|
9.2
|
|
Westar Energy
|
|
|
|
||||
Three Months Ended March 31
|
2019
|
|
2018
|
||||
Current income taxes
|
(millions)
|
||||||
Federal
|
$
|
10.4
|
|
|
$
|
0.2
|
|
State
|
0.4
|
|
|
—
|
|
||
Total
|
10.8
|
|
|
0.2
|
|
||
Deferred income taxes
|
|
|
|
||||
Federal
|
(3.2
|
)
|
|
5.9
|
|
||
State
|
3.6
|
|
|
3.7
|
|
||
Total
|
0.4
|
|
|
9.6
|
|
||
Investment tax credit amortization
|
(0.7
|
)
|
|
(0.6
|
)
|
||
Income tax expense
|
$
|
10.5
|
|
|
$
|
9.2
|
|
KCP&L
(a)
|
|
||||||
Three Months Ended March 31
|
2019
|
|
2018
|
||||
Current income taxes
|
(millions)
|
||||||
Federal
|
$
|
7.9
|
|
|
$
|
(1.3
|
)
|
State
|
0.8
|
|
|
(0.5
|
)
|
||
Total
|
8.7
|
|
|
(1.8
|
)
|
||
Deferred income taxes
|
|
|
|
|
|
||
Federal
|
(5.2
|
)
|
|
3.6
|
|
||
State
|
0.4
|
|
|
2.0
|
|
||
Total
|
(4.8
|
)
|
|
5.6
|
|
||
Investment tax credit amortization
|
(0.2
|
)
|
|
(0.3
|
)
|
||
Income tax expense
|
$
|
3.7
|
|
|
$
|
3.5
|
|
Evergy
|
|
|
|
||
Three Months Ended March 31
|
2019
|
|
2018
|
||
Federal statutory income tax rate
|
21.0
|
%
|
|
21.0
|
%
|
Effect of:
|
|
|
|
||
COLI policies
|
(1.8
|
)
|
|
(3.1
|
)
|
State income taxes
|
4.6
|
|
|
4.2
|
|
Flow through depreciation for plant-related differences
|
(4.4
|
)
|
|
0.9
|
|
Federal tax credits
|
(3.9
|
)
|
|
(9.5
|
)
|
Non-controlling interest
|
(0.3
|
)
|
|
(0.5
|
)
|
AFUDC equity
|
—
|
|
|
(0.2
|
)
|
Amortization of federal investment tax credits
|
(0.5
|
)
|
|
(0.6
|
)
|
Valuation allowance
|
(7.0
|
)
|
|
2.1
|
|
Stock compensation
|
0.1
|
|
|
(1.1
|
)
|
Officer compensation limitation
|
0.2
|
|
|
—
|
|
Other
|
0.2
|
|
|
(0.5
|
)
|
Effective income tax rate
|
8.2
|
%
|
|
12.7
|
%
|
Westar Energy
|
|
|
|
||
Three Months Ended March 31
|
2019
|
|
2018
|
||
Federal statutory income tax rate
|
21.0
|
%
|
|
21.0
|
%
|
Effect of:
|
|
|
|
||
COLI policies
|
(3.2
|
)
|
|
(3.1
|
)
|
State income taxes
|
5.0
|
|
|
4.2
|
|
Flow through depreciation for plant-related differences
|
(0.1
|
)
|
|
0.9
|
|
Federal tax credits
|
(6.1
|
)
|
|
(9.5
|
)
|
Non-controlling interest
|
(0.6
|
)
|
|
(0.5
|
)
|
AFUDC equity
|
(0.1
|
)
|
|
(0.2
|
)
|
Amortization of federal investment tax credits
|
(0.7
|
)
|
|
(0.6
|
)
|
Valuation allowance
|
(2.1
|
)
|
|
2.1
|
|
Stock compensation
|
(0.1
|
)
|
|
(1.1
|
)
|
Other
|
0.3
|
|
|
(0.5
|
)
|
Effective income tax rate
|
13.3
|
%
|
|
12.7
|
%
|
KCP&L
|
|
|
|
||
Three Months Ended March 31
|
2019
|
|
2018
|
||
Federal statutory income tax rate
|
21.0
|
%
|
|
21.0
|
%
|
Effect of:
|
|
|
|
||
COLI policies
|
(0.1
|
)
|
|
—
|
|
State income taxes
|
4.9
|
|
|
5.1
|
|
Flow through depreciation for plant-related differences
|
(7.2
|
)
|
|
(6.9
|
)
|
Federal tax credits
|
(1.5
|
)
|
|
(2.0
|
)
|
AFUDC equity
|
—
|
|
|
(0.3
|
)
|
Amortization of federal investment tax credits
|
(0.3
|
)
|
|
(0.4
|
)
|
Stock compensation
|
1.0
|
|
|
(0.2
|
)
|
Officer compensation limitation
|
0.3
|
|
|
—
|
|
Other
|
0.3
|
|
|
(1.4
|
)
|
Effective income tax rate
|
18.4
|
%
|
|
14.9
|
%
|
Three Months Ended March 31, 2019
|
|
Evergy
|
|
Westar Energy
|
|
KCP&L
|
||||||
Finance lease costs
|
|
(millions)
|
||||||||||
Amortization of right-of-use assets
|
|
$
|
1.1
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
Interest on lease liabilities
|
|
0.7
|
|
|
0.6
|
|
|
—
|
|
|||
Operating lease costs
|
|
6.4
|
|
|
3.8
|
|
|
2.3
|
|
|||
Short-term lease costs
|
|
0.8
|
|
|
0.1
|
|
|
0.7
|
|
|||
Variable lease costs for renewable purchase power agreements
|
|
73.9
|
|
|
32.2
|
|
|
29.1
|
|
|||
Total lease costs
|
|
$
|
82.9
|
|
|
$
|
37.7
|
|
|
$
|
32.1
|
|
Three Months Ended March 31, 2019
|
Evergy
|
|
Westar Energy
|
|
KCP&L
|
||||||
Cash paid for amounts included in the measurement of lease liabilities:
|
(millions)
|
||||||||||
Operating cash flows from operating leases
|
$
|
5.8
|
|
|
$
|
3.4
|
|
|
$
|
2.4
|
|
Operating cash flows from finance leases
|
0.7
|
|
|
0.6
|
|
|
—
|
|
|||
Financing cash flows from finance leases
|
1.1
|
|
|
1.1
|
|
|
—
|
|
|||
Right-of-use assets obtained in exchange for new operating lease liabilities
|
2.2
|
|
|
—
|
|
|
2.2
|
|
|||
Right-of-use assets obtained in exchange for new finance lease liabilities
|
2.3
|
|
|
2.3
|
|
|
—
|
|
|
|
Evergy
|
|
Westar Energy
|
|
KCP&L
|
||||||
|
|
(millions)
|
||||||||||
April 2019 through December 2019
|
|
$
|
5.4
|
|
|
$
|
5.1
|
|
|
$
|
0.2
|
|
2020
|
|
7.0
|
|
|
6.6
|
|
|
0.2
|
|
|||
2021
|
|
6.5
|
|
|
6.0
|
|
|
0.2
|
|
|||
2022
|
|
5.7
|
|
|
5.2
|
|
|
0.2
|
|
|||
2023
|
|
4.8
|
|
|
4.4
|
|
|
0.2
|
|
|||
After 2023
|
|
48.4
|
|
|
46.4
|
|
|
1.0
|
|
|||
Total finance lease payments
|
|
77.8
|
|
|
73.7
|
|
|
2.0
|
|
|||
Amounts representing imputed interest
|
|
(27.6
|
)
|
|
(26.4
|
)
|
|
(0.6
|
)
|
|||
Present value of lease payments
|
|
50.2
|
|
|
47.3
|
|
|
1.4
|
|
|||
Less: current portion
|
|
(4.2
|
)
|
|
(4.0
|
)
|
|
(0.1
|
)
|
|||
Total long-term obligations under finance leases
|
|
$
|
46.0
|
|
|
$
|
43.3
|
|
|
$
|
1.3
|
|
|
|
|
|
|
|
|
||||||
Weighted-average lease term (years)
|
|
15.4
|
|
|
15.8
|
|
|
9.4
|
|
|||
Weighted-average discount rate
|
|
5.7
|
%
|
|
5.6
|
%
|
|
7.6
|
%
|
|
|
Evergy
|
|
Westar Energy
|
|
KCP&L
|
||||||
|
|
(millions)
|
||||||||||
2019
|
|
$
|
6.4
|
|
|
$
|
6.0
|
|
|
$
|
0.2
|
|
2020
|
|
5.8
|
|
|
5.4
|
|
|
0.2
|
|
|||
2021
|
|
5.3
|
|
|
4.9
|
|
|
0.2
|
|
|||
2022
|
|
4.7
|
|
|
4.3
|
|
|
0.2
|
|
|||
2023
|
|
4.0
|
|
|
3.6
|
|
|
0.2
|
|
|||
After 2023
|
|
48.6
|
|
|
46.4
|
|
|
1.1
|
|
|||
Total finance lease payments
|
|
74.8
|
|
|
70.6
|
|
|
2.1
|
|
|||
Amounts representing imputed interest
|
|
(25.8
|
)
|
|
(24.6
|
)
|
|
(0.6
|
)
|
|||
Present value of net minimum lease payments under finance leases
|
|
49.0
|
|
|
46.0
|
|
|
1.5
|
|
|||
Less: current portion
|
|
(3.9
|
)
|
|
(3.7
|
)
|
|
(0.1
|
)
|
|||
Total long-term obligations under finance leases
|
|
$
|
45.1
|
|
|
$
|
42.3
|
|
|
$
|
1.4
|
|
|
|
Evergy
|
|
Westar Energy
|
|
KCP&L
|
||||||
|
|
(millions)
|
||||||||||
April 2019 through December 2019
|
|
$
|
15.6
|
|
|
$
|
9.5
|
|
|
$
|
7.6
|
|
2020
|
|
18.7
|
|
|
10.2
|
|
|
10.6
|
|
|||
2021
|
|
15.3
|
|
|
7.3
|
|
|
10.1
|
|
|||
2022
|
|
12.4
|
|
|
5.1
|
|
|
9.3
|
|
|||
2023
|
|
9.4
|
|
|
2.6
|
|
|
8.8
|
|
|||
After 2023
|
|
52.4
|
|
|
2.8
|
|
|
91.3
|
|
|||
Total operating lease payments
|
|
123.8
|
|
|
37.5
|
|
|
137.7
|
|
|||
Amounts representing imputed interest
|
|
(20.8
|
)
|
|
(2.7
|
)
|
|
(38.4
|
)
|
|||
Present value of lease payments
|
|
103.0
|
|
|
34.8
|
|
|
99.3
|
|
|||
Less: current portion
|
|
(16.1
|
)
|
|
(10.5
|
)
|
|
(6.3
|
)
|
|||
Total long-term obligations under operating leases
|
|
$
|
86.9
|
|
|
$
|
24.3
|
|
|
$
|
93.0
|
|
|
|
|
|
|
|
|
||||||
Weighted-average lease term (years)
|
|
9.3
|
|
|
4.2
|
|
|
16.2
|
|
|||
Weighted-average discount rate
|
|
3.9
|
%
|
|
3.4
|
%
|
|
4.1
|
%
|
|
|
Evergy
|
|
Westar Energy
|
|
KCP&L
|
||||||
|
|
(millions)
|
||||||||||
2019
|
|
$
|
24.2
|
|
|
$
|
14.0
|
|
|
$
|
10.2
|
|
2020
|
|
20.7
|
|
|
10.1
|
|
|
10.6
|
|
|||
2021
|
|
18.4
|
|
|
8.1
|
|
|
10.3
|
|
|||
2022
|
|
15.2
|
|
|
5.2
|
|
|
10.0
|
|
|||
2023
|
|
12.4
|
|
|
2.8
|
|
|
9.6
|
|
|||
After 2023
|
|
95.0
|
|
|
3.1
|
|
|
91.8
|
|
|||
Total operating lease payments
|
|
$
|
185.9
|
|
|
$
|
43.3
|
|
|
$
|
142.5
|
|
•
|
Westar Energy is an integrated, regulated electric utility that provides electricity to customers in the state of Kansas. Westar Energy has one active wholly-owned subsidiary with significant operations, KGE.
|
•
|
KCP&L is an integrated, regulated electric utility that provides electricity to customers in the states of Missouri and Kansas.
|
•
|
GMO is an integrated, regulated electric utility that provides electricity to customers in the state of Missouri.
|
•
|
GPETHC owns 13.5% of Transource with the remaining 86.5% owned by AEP Transmission Holding Company, LLC, a subsidiary of AEP. Transource is focused on the development of competitive electric transmission projects. GPETHC accounts for its investment in Transource under the equity method.
|
Three Months Ended March 31
|
2019
|
|
2018
|
|
Change
|
||||||
|
(millions, except per share amounts)
|
||||||||||
Net income attributable to Evergy, Inc.
|
$
|
99.5
|
|
|
$
|
60.5
|
|
|
$
|
39.0
|
|
Earnings per common share, diluted
|
0.39
|
|
|
0.42
|
|
|
(0.03
|
)
|
|
Earnings (Loss)
|
|
Earnings (Loss) per Diluted Share
|
Earnings (Loss)
|
|
Earnings (Loss) per Diluted Share
|
||||||||
Three Months Ended March 31
|
2019
|
2018
|
||||||||||||
|
(millions, except per share amounts)
|
|||||||||||||
Net income attributable to Evergy, Inc.
|
$
|
99.5
|
|
|
$
|
0.39
|
|
$
|
60.5
|
|
|
$
|
0.42
|
|
Pro forma adjustments
(a)
:
|
|
|
|
|
|
|
||||||||
Great Plains Energy earnings prior to merger
|
—
|
|
|
—
|
|
35.0
|
|
|
0.13
|
|
||||
Great Plains Energy shares prior to merger
|
n/a
|
|
|
—
|
|
n/a
|
|
|
(0.20
|
)
|
||||
Non-recurring merger costs and other
|
—
|
|
|
—
|
|
(3.6
|
)
|
|
(0.01
|
)
|
||||
Pro forma net income attributable to Evergy, Inc.
|
$
|
99.5
|
|
|
$
|
0.39
|
|
$
|
91.9
|
|
|
$
|
0.34
|
|
Non-GAAP reconciling items:
|
|
|
|
|
|
|
||||||||
Rebranding costs, pre-tax
(b)
|
0.2
|
|
|
—
|
|
—
|
|
|
—
|
|
||||
Voluntary severance costs, pre tax
(c)
|
14.8
|
|
|
0.06
|
|
—
|
|
|
—
|
|
||||
Income tax benefit
(d)
|
(3.4
|
)
|
|
(0.01
|
)
|
—
|
|
|
—
|
|
||||
Adjusted earnings (non-GAAP)
|
$
|
111.1
|
|
|
$
|
0.44
|
|
$
|
91.9
|
|
|
$
|
0.34
|
|
(a)
|
Reflects pro forma adjustments made in accordance with Article 11 of Regulation S-X and Accounting Standards Codification (ASC) 805 -
Business Combinations
. See Note 1 to the consolidated financial statements for further information regarding these adjustments.
|
(b)
|
Reflects external costs incurred to rebrand the legacy Westar Energy and KCP&L utility brands to Evergy and are included in operating and maintenance expense on the consolidated statements of comprehensive income.
|
(c)
|
Reflects voluntary severance costs incurred associated with various severance programs at the Evergy Companies and are included in operating and maintenance expense on the consolidated statements of comprehensive income.
|
(d)
|
Reflects an income tax effect calculated at a 26.1% statutory rate, with the exception of certain non-deductible items.
|
Three Months Ended March 31
|
2019
|
|
Change
|
|
2018
|
||||||
|
(millions)
|
||||||||||
Operating revenues
|
$
|
1,216.9
|
|
|
$
|
616.7
|
|
|
$
|
600.2
|
|
Fuel and purchased power
|
330.0
|
|
|
194.5
|
|
|
135.5
|
|
|||
SPP network transmission costs
|
63.5
|
|
|
(4.1
|
)
|
|
67.6
|
|
|||
Other operating expenses
|
400.2
|
|
|
216.2
|
|
|
184.0
|
|
|||
Depreciation and amortization
|
213.6
|
|
|
124.0
|
|
|
89.6
|
|
|||
Income from operations
|
209.6
|
|
|
86.1
|
|
|
123.5
|
|
|||
Other income (expense), net
|
(8.0
|
)
|
|
1.0
|
|
|
(9.0
|
)
|
|||
Interest expense
|
91.1
|
|
|
47.3
|
|
|
43.8
|
|
|||
Income tax expense
|
9.3
|
|
|
0.1
|
|
|
9.2
|
|
|||
Equity in earnings of equity method investees, net of income taxes
|
2.2
|
|
|
0.8
|
|
|
1.4
|
|
|||
Net income
|
103.4
|
|
|
40.5
|
|
|
62.9
|
|
|||
Less: Net income attributable to noncontrolling interests
|
3.9
|
|
|
1.5
|
|
|
2.4
|
|
|||
Net income attributable to Evergy, Inc.
|
$
|
99.5
|
|
|
$
|
39.0
|
|
|
$
|
60.5
|
|
•
|
a $412.8 million increase due to the inclusion of KCP&L's and GMO's utility gross margin in 2019;
|
•
|
an $11.8 million increase primarily due to higher Westar Energy retail sales driven by colder winter weather. For the
three months ended
March 31, 2019
, compared to the same period in
2018
, heating degree days increased 10%; and
|
•
|
a $3.9 million increase from new Westar Energy retail rates effective in September 2018, net of a $15.1 million provision for rate refund recorded at Westar Energy in the first quarter of 2018 for the change in corporate income tax rate caused by the Tax Cuts and Jobs Act (TCJA); partially offset by
|
•
|
a $2.2 million reduction in revenue recorded at Westar Energy for annual bill credits as a result of conditions in the KCC merger order.
|
•
|
a $175.3 million increase in operating and maintenance expense due to the inclusion of KCP&L's and GMO's operating and maintenance expenses in 2019;
|
•
|
a $45.3 million increase in taxes other than income taxes due to the inclusion of KCP&L and GMO amounts in 2019; and
|
•
|
$7.4 million of Westar Energy voluntary severance expenses incurred in the first quarter of 2019; partially offset by
|
•
|
a $3.9 million decrease in Westar Energy's 47% ownership share of Wolf Creek operating and maintenance expense due to a $3.1 million decrease primarily driven by lower employee labor and benefit costs as a result of fewer employees in 2019 and a $0.8 million decrease in the amortization of deferred refueling outage costs;
|
•
|
a $3.8 million decrease in Westar Energy labor and employee benefit costs due to a decrease in medical and dental expenses primarily due to lower claims in 2019; and
|
•
|
a $3.5 million decrease in Westar Energy transmission and distribution operating and maintenance expense primarily due to the timing of vegetation management projects.
|
•
|
a $103.8 million increase due to the inclusion of KCP&L's and GMO's depreciation expense in 2019; and
|
•
|
a $20.2 million increase in Westar Energy's depreciation expense primarily due to a change in depreciation rates effective in September 2018 as a result of Westar Energy's 2018 rate case.
|
Three Months Ended March 31
|
2019
|
2018
|
||||
|
(millions)
|
|||||
Cash flows from operating activities
|
$
|
362.1
|
|
$
|
259.6
|
|
Cash flows used in investing activities
|
(271.4
|
)
|
(174.1
|
)
|
||
Cash flows from (used in) financing activities
|
296.9
|
|
(77.7
|
)
|
Three Months Ended March 31
|
2019
|
|
Change
|
|
2018
|
||||||
|
(millions)
|
||||||||||
Operating revenues
|
$
|
596.8
|
|
|
$
|
(3.4
|
)
|
|
$
|
600.2
|
|
Fuel and purchased power
|
122.7
|
|
|
(12.8
|
)
|
|
135.5
|
|
|||
SPP network transmission costs
|
63.5
|
|
|
(4.1
|
)
|
|
67.6
|
|
|||
Other operating expenses
|
176.5
|
|
|
(7.5
|
)
|
|
184.0
|
|
|||
Depreciation and amortization
|
109.8
|
|
|
20.2
|
|
|
89.6
|
|
|||
Income from operations
|
124.3
|
|
|
0.8
|
|
|
123.5
|
|
|||
Other income (expense), net
|
(1.8
|
)
|
|
7.2
|
|
|
(9.0
|
)
|
|||
Interest expense
|
44.9
|
|
|
1.1
|
|
|
43.8
|
|
|||
Income tax expense
|
10.5
|
|
|
1.3
|
|
|
9.2
|
|
|||
Equity in earnings of equity method investees, net of income taxes
|
1.2
|
|
|
(0.2
|
)
|
|
1.4
|
|
|||
Net income
|
68.3
|
|
|
5.4
|
|
|
62.9
|
|
|||
Less: Net income attributable to noncontrolling interests
|
3.9
|
|
|
1.5
|
|
|
2.4
|
|
|||
Net income attributable to Westar Energy, Inc.
|
$
|
64.4
|
|
|
$
|
3.9
|
|
|
$
|
60.5
|
|
|
Revenues and Expenses
|
MWhs Sold
|
||||||||||||||||||
Three Months Ended March 31
|
2019
|
|
Change
|
|
2018
|
|
2019
|
|
Change
|
|
2018
|
|||||||||
Retail revenues
|
(millions)
|
(thousands)
|
||||||||||||||||||
Residential
|
$
|
192.3
|
|
|
$
|
12.0
|
|
|
$
|
180.3
|
|
|
1,546
|
|
|
74
|
|
|
1,472
|
|
Commercial
|
164.3
|
|
|
8.9
|
|
|
155.4
|
|
|
1,728
|
|
|
31
|
|
|
1,697
|
|
|||
Industrial
|
98.4
|
|
|
4.9
|
|
|
93.5
|
|
|
1,342
|
|
|
(17
|
)
|
|
1,359
|
|
|||
Other retail revenues
|
5.1
|
|
|
0.9
|
|
|
4.2
|
|
|
12
|
|
|
(2
|
)
|
|
14
|
|
|||
Total electric retail
|
460.1
|
|
|
26.7
|
|
|
433.4
|
|
|
4,628
|
|
|
86
|
|
|
4,542
|
|
|||
Wholesale revenues
|
61.3
|
|
|
(32.9
|
)
|
|
94.2
|
|
|
2,073
|
|
|
(828
|
)
|
|
2,901
|
|
|||
Transmission revenues
|
69.2
|
|
|
(2.7
|
)
|
|
71.9
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||
Other revenues
|
6.2
|
|
|
5.5
|
|
|
0.7
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||
Operating revenues
|
596.8
|
|
|
(3.4
|
)
|
|
600.2
|
|
|
6,701
|
|
|
(742
|
)
|
|
7,443
|
|
|||
Fuel and purchased power
|
(122.7
|
)
|
|
12.8
|
|
|
(135.5
|
)
|
|
|
|
|
|
|
||||||
SPP network transmission costs
|
(63.5
|
)
|
|
4.1
|
|
|
(67.6
|
)
|
|
|
|
|
|
|
||||||
Utility gross margin
(a)
|
$
|
410.6
|
|
|
$
|
13.5
|
|
|
$
|
397.1
|
|
|
|
|
|
|
|
(a)
|
Utility gross margin is a non-GAAP financial measure. See explanation of utility gross margin under Evergy's Results of Operations.
|
•
|
an $11.8 million increase primarily due to higher retail sales driven by colder winter weather. For the
three months ended
March 31, 2019
, compared to the same period in
2018
, heating degree days increased 10%; and
|
•
|
a $3.9 million increase from new retail rates effective in September 2018, net of a $15.1 million provision for rate refund recorded in the first quarter of 2018 for the change in corporate income tax rate caused by the TCJA; partially offset by
|
•
|
a $2.2 million reduction in revenue recorded for annual bill credits as a result of conditions in the KCC merger order.
|
•
|
a $3.9 million decrease in Westar Energy's 47% ownership share of Wolf Creek operating and maintenance expense due to a $3.1 million decrease primarily driven by lower employee labor and benefit costs as a result of fewer employees in 2019 and a $0.8 million decrease in the amortization of deferred refueling outage costs;
|
•
|
a $3.8 million decrease in labor and employee benefit costs due to a decrease in medical and dental expenses primarily due to lower claims in 2019; and
|
•
|
a $3.5 million decrease in transmission and distribution operating and maintenance expense, primarily due to the timing of vegetation management projects; partially offset by
|
•
|
$7.4 million of voluntary severance expenses incurred in the first quarter of 2019.
|
Three Months Ended March 31
|
2019
|
|
Change
|
|
2018
|
||||||
|
(millions)
|
||||||||||
Operating revenues
|
$
|
425.4
|
|
|
$
|
28.3
|
|
|
$
|
397.1
|
|
Fuel and purchased power
|
134.9
|
|
|
17.4
|
|
|
117.5
|
|
|||
Other operating expenses
|
154.7
|
|
|
3.0
|
|
|
151.7
|
|
|||
Depreciation and amortization
|
78.9
|
|
|
12.0
|
|
|
66.9
|
|
|||
Income from operations
|
56.9
|
|
|
(4.1
|
)
|
|
61.0
|
|
|||
Other income (expense), net
|
(3.4
|
)
|
|
0.9
|
|
|
(4.3
|
)
|
|||
Interest expense
|
33.8
|
|
|
0.8
|
|
|
33.0
|
|
|||
Income tax expense
|
3.7
|
|
|
0.2
|
|
|
3.5
|
|
|||
Net income
|
$
|
16.0
|
|
|
$
|
(4.2
|
)
|
|
$
|
20.2
|
|
|
Revenues and Expenses
|
|
MWhs Sold
|
|||||||||||||||||
Three Months Ended March 31
|
2019
|
|
Change
|
|
2018
|
|
2019
|
|
Change
|
|
2018
|
|||||||||
Retail revenues
|
(millions)
|
|
(thousands)
|
|||||||||||||||||
Residential
|
$
|
164.2
|
|
|
$
|
9.3
|
|
|
$
|
154.9
|
|
|
1,397
|
|
|
51
|
|
|
1,346
|
|
Commercial
|
183.8
|
|
|
2.0
|
|
|
181.8
|
|
|
1,894
|
|
|
35
|
|
|
1,859
|
|
|||
Industrial
|
29.7
|
|
|
(2.5
|
)
|
|
32.2
|
|
|
377
|
|
|
(33
|
)
|
|
410
|
|
|||
Other retail revenues
|
2.6
|
|
|
(0.1
|
)
|
|
2.7
|
|
|
19
|
|
|
—
|
|
|
19
|
|
|||
Total electric retail
|
380.3
|
|
|
8.7
|
|
|
371.6
|
|
|
3,687
|
|
|
53
|
|
|
3,634
|
|
|||
Wholesale revenues
|
18.1
|
|
|
15.0
|
|
|
3.1
|
|
|
1,797
|
|
|
417
|
|
|
1,380
|
|
|||
Transmission revenues
|
3.1
|
|
|
(0.2
|
)
|
|
3.3
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||
Other revenues
|
23.9
|
|
|
4.8
|
|
|
19.1
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||
Operating revenues
|
425.4
|
|
|
28.3
|
|
|
397.1
|
|
|
5,484
|
|
|
470
|
|
|
5,014
|
|
|||
Fuel and purchased power
|
(134.9
|
)
|
|
(17.4
|
)
|
|
(117.5
|
)
|
|
|
|
|
|
|
||||||
Utility gross margin
(a)
|
$
|
290.5
|
|
|
$
|
10.9
|
|
|
$
|
279.6
|
|
|
|
|
|
|
|
|
|
(a)
|
Utility gross margin is a non-GAAP financial measure. See explanation of utility gross margin under Evergy's Results of Operations.
|
•
|
a $10.4 million increase from new retail rates effective in December 2018, net of a $15.2 million provision for rate refund recorded in the first quarter of 2018 for the change in corporate income tax rate caused by the TCJA;
|
•
|
a $4.1 million increase in Missouri Energy Efficiency Investment Act (MEEIA) earnings opportunity related to the achievement of certain energy savings levels in the second cycle of KCP&L's MEEIA program; and
|
•
|
a $3.7 million increase primarily due to higher retail sales driven by colder winter weather. For the
three months ended
March 31, 2019
, compared to the same period in
2018
, heating degree days increased 9%; partially offset by
|
•
|
a $3.8 million decrease for recovery of programs costs for energy efficiency programs under MEEIA, which have a direct offset in operating and maintenance expense; and
|
•
|
a $3.5 million decrease primarily due to the over-collection of KCP&L's Transmission Delivery Charge rider.
|
•
|
an $8.9 million increase in transmission and distribution operating and maintenance expense primarily due to costs incurred from storms that occurred in January 2019; and
|
•
|
$5.2 million of voluntary severance expenses incurred in the first quarter of 2019; partially offset by
|
•
|
a $4.9 million decrease in plant operating and maintenance expense at coal-fired units primarily driven by:
|
◦
|
a $3.6 million decrease primarily due to scheduled maintenance outages at KCP&L's Hawthorn No. 5 Unit and Iatan No. 2 Unit in March 2018; and
|
◦
|
a $1.9 million decrease due to the retirement of KCP&L's Montrose Station in December 2018.
|
•
|
a $3.9 million decrease in KCP&L's 47% ownership share of Wolf Creek operating and maintenance expense due to a $3.2 million decrease primarily driven by lower employee labor and benefit costs as a result of fewer employees in 2019 and a $0.7 million decrease in the amortization of deferred refueling outage costs; and
|
•
|
a $3.8 million decrease in program costs for energy efficiency programs under MEEIA, which have a direct offset in revenue.
|
•
|
a $7.2 million increase primarily due to capital additions; and
|
•
|
a $4.8 million increase due to a change in depreciation rates effective in December 2018 as a result of KCP&L's 2018 Kansas rate case.
|
Issuer Purchases of Equity Securities
|
||||||||
Month
|
|
Total Number of Shares (or Units) Purchased
(a)
|
Average Price Paid per Share (or Unit)
|
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
|
Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
(a)
|
|||
January 1 - 31
|
|
661,295
|
|
$56.36
|
661,295
|
|
42,970,342
|
|
February 1 - 28
|
|
2,555,392
|
|
(a)
|
2,555,392
|
|
40,414,950
|
|
March 1 - 31
|
|
7,363,073
|
|
(b)
|
7,331,373
|
|
33,083,577
|
|
Total
|
|
10,579,760
|
|
|
10,548,060
|
|
33,083,577
|
|
|
Number of Votes
|
||||
|
For
|
|
Withheld
|
|
Broker Non-Votes
|
Terry Bassham
|
190,910,934
|
|
933,232
|
|
29,658,406
|
Mollie Hale Carter
|
190,796,944
|
|
1,047,222
|
|
29,658,406
|
Charles Q. Chandler IV
|
190,688,834
|
|
1,155,332
|
|
29,658,406
|
Gary D. Forsee
|
190,687,137
|
|
1,157,029
|
|
29,658,406
|
Scott D. Grimes
|
190,921,406
|
|
922,760
|
|
29,658,406
|
Richard L. Hawley
|
190,823,329
|
|
1,020,837
|
|
29,658,406
|
Thomas D. Hyde
|
190,831,247
|
|
1,012,919
|
|
29,658,406
|
B. Anthony Isaac
|
190,675,146
|
|
1,169,020
|
|
29,658,406
|
Sandra A.J. Lawrence
|
189,940,537
|
|
1,903,629
|
|
29,658,406
|
Ann D. Murtlow
|
190,889,125
|
|
955,041
|
|
29,658,406
|
Sandra J. Price
|
190,846,264
|
|
997,902
|
|
29,658,406
|
Mark A. Ruelle
|
188,755,775
|
|
3,088,391
|
|
29,658,406
|
John J. Sherman
|
190,791,164
|
|
1,053,002
|
|
29,658,406
|
S. Carl Soderstrom Jr.
|
137,012,013
|
|
54,832,153
|
|
29,658,406
|
John Arthur Stall
|
190,888,483
|
|
955,683
|
|
29,658,406
|
Number of Votes
|
||||||
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
186,075,423
|
|
4,931,190
|
|
837,553
|
|
29,658,406
|
Number of Votes
|
||||||||
One Year
|
|
Two Years
|
|
Three Years
|
|
Abstain
|
|
Broker Non-Votes
|
188,106,502
|
|
399,289
|
|
2,600,179
|
|
738,196
|
|
29,658,406
|
Number of Votes
|
||||||
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
219,141,327
|
|
1,870,723
|
|
490,522
|
|
0
|
Exhibit
Number
|
|
Description of Document
|
|
Registrant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
*
|
|
Evergy
KCP&L |
|
|
|
|
|
|
4.1
|
*
|
|
Evergy
KCP&L |
|
|
|
|
|
|
4.2
|
*
|
|
Evergy
KCP&L |
|
|
|
|
|
|
4.3
|
*
|
|
Evergy
KCP&L |
|
|
|
|
|
|
4.4
|
*
|
|
Evergy
KCP&L |
|
|
|
|
|
|
4.5
|
|
|
Evergy
|
|
|
|
|
|
|
10.1
|
*+
|
|
Evergy
Westar Energy
KCP&L
|
|
|
|
|
|
|
10.2
|
*+
|
|
Evergy
Westar Energy
KCP&L
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description of Document
|
|
Registrant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3
|
*+
|
|
Evergy
Westar Energy
KCP&L
|
|
10.4
|
+
|
|
Evergy
Westar Energy
KCP&L
|
|
|
|
|
|
|
10.5
|
+
|
|
Evergy
Westar Energy
KCP&L
|
|
10.6
|
*
|
|
Evergy
|
|
|
|
|
|
|
31.1
|
|
|
Evergy
|
|
|
|
|
|
|
31.2
|
|
|
Evergy
|
|
|
|
|
|
|
31.3
|
|
|
KCP&L
|
|
|
|
|
|
|
31.4
|
|
|
KCP&L
|
|
|
|
|
|
|
31.5
|
|
|
Westar Energy
|
|
|
|
|
|
|
31.6
|
|
|
Westar Energy
|
|
|
|
|
|
|
32.1
|
**
|
|
Evergy
|
|
|
|
|
|
|
32.2
|
**
|
|
KCP&L
|
|
|
|
|
|
|
32.3
|
**
|
|
Westar Energy
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
Evergy
Westar Energy KCP&L |
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
Evergy
Westar Energy KCP&L |
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
Evergy
Westar Energy KCP&L |
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
Evergy
Westar Energy KCP&L |
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
|
Evergy
Westar Energy KCP&L |
|
|
EVERGY, INC.
|
|
|
|
Dated:
|
May 8, 2019
|
By:
/s/ Anthony D. Somma
|
|
|
(Anthony D. Somma)
|
|
|
(Executive Vice President and Chief Financial Officer)
|
|
|
WESTAR ENERGY, INC.
|
|
|
|
Dated:
|
May 8, 2019
|
By:
/s/ Anthony D. Somma
|
|
|
(Anthony D. Somma)
|
|
|
(Executive Vice President and Chief Financial Officer)
|
|
|
KANSAS CITY POWER & LIGHT COMPANY
|
|
|
|
Dated:
|
May 8, 2019
|
By:
/s/ Anthony D. Somma
|
|
|
(Anthony D. Somma)
|
|
|
(Executive Vice President and Chief Financial Officer)
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
SECTION
|
HEADING
|
PAGE
|
|
|
|
|
|
SECTION 1.
|
AUTHORIZATION OF NOTES
|
1
|
|
|
|
|
|
SECTION 2.
|
SALE AND PURCHASE OF NOTES
|
1
|
|
|
|
|
|
SECTION 3.
|
CLOSING
|
1
|
|
|
|
|
|
SECTION 4.
|
CONDITIONS TO CLOSING
|
2
|
|
|
|
|
|
Section 4.1.
|
Representations and Warranties
|
2
|
|
Section 4.2
|
Performance; No Default
|
2
|
|
Section 4.3.
|
Compliance Certificates
|
2
|
|
Section 4.4.
|
Opinions of Counsel
|
3
|
|
Section 4.5.
|
Purchase Permitted by Applicable Law, Etc.
|
3
|
|
Section 4.6.
|
Sale of Other Notes
|
3
|
|
Section 4.7.
|
Payment of Special Counsel Fees
|
3
|
|
Section 4.8.
|
Private Placement Number
|
3
|
|
Section 4.9.
|
Changes in Corporate Structure
|
3
|
|
Section 4.10.
|
Funding Instructions
|
3
|
|
Section 4.11.
|
Proceedings and Documents
|
4
|
|
Section 4.12.
|
Filing of the FERC Report
|
4
|
|
|
|
|
|
SECTION 5.
|
REPRESENTATION AND WARRANTIES OF THE COMPANY
|
4
|
|
Section 5.1.
|
Organization; Power and Authority
|
4
|
|
Section 5.2.
|
Authorization, Etc
|
4
|
|
Section 5.3.
|
Disclosure
|
4
|
|
Section 5.4.
|
Organization and Ownership of Shares of Subsidiaries; Affiliates
|
5
|
|
Section 5.5.
|
Financial Statements; Material Liabilities
|
5
|
|
Section 5.6.
|
Compliance with Laws, Other Instruments, Etc.
|
6
|
|
Section 5.7.
|
Governmental Authorizations, Etc.
|
6
|
|
Section 5.8.
|
Litigation; Observance of Agreements, Statutes and Orders
|
6
|
|
Section 5.9.
|
Taxes
|
7
|
|
Section 5.10.
|
Title to Property; Leases
|
7
|
|
Section 5.11.
|
Licenses, Permits, Etc.
|
7
|
|
Section 5.12.
|
Compliance with ERISA
|
7
|
|
Section 5.13.
|
Private Offering by the Company
|
8
|
|
Section 5.14.
|
Use of Proceeds; Margin Regulations
|
9
|
|
Section 5.15.
|
Existing Indebtedness; Future Liens
|
9
|
|
Section 5.16.
|
Foreign Assets Control Regulations, Etc.
|
9
|
|
Section 5.17.
|
Status under Certain Statutes
|
10
|
|
Section 5.18.
|
Environmental Matters
|
10
|
|
SECTION 6.
|
REPRESENTATIONS OF THE PURCHASERS
|
11
|
|
Section 6.1.
|
Purchase for Investment
|
11
|
|
Section 6.2.
|
Source of Funds
|
11
|
|
|
|
|
|
SECTION 7.
|
INFORMATION AS TO COMPANY
|
13
|
|
Section 7.1.
|
Financial and Business Information
|
13
|
|
Section 7.2.
|
Officer's Certificate
|
16
|
|
Section 7.3.
|
Visitation
|
17
|
|
Section 7.4.
|
Electronic Delivery
|
17
|
|
|
|
|
|
SECTION 8.
|
PAYMENT AND PREPAYMENT OF THE NOTES
|
18
|
|
Section 8.1.
|
Maturity
|
18
|
|
Section 8.2.
|
Optional Prepayments with Make-Whole Amount
|
18
|
|
Section 8.3.
|
Allocation of Partial Prepayments
|
19
|
|
Section 8.4.
|
Maturity; Surrender, Etc.
|
19
|
|
Section 8.5.
|
Purchase of Notes
|
19
|
|
Section 8.6.
|
Make-Whole Amount
|
19
|
|
Section 8.7.
|
Payments Due on Non-Business Days
|
21
|
|
Section 8.8.
|
Change of Control
|
21
|
|
|
|
|
|
SECTION 9.
|
AFFIRMATIVE COVENANTS
|
22
|
|
Section 9.1.
|
Compliance with Laws
|
22
|
|
Section 9.2.
|
Insurance
|
22
|
|
Section 9.3.
|
Maintenance of Properties
|
22
|
|
Section 9.4.
|
Payment of Taxes and Claims
|
23
|
|
Section 9.5.
|
Corporate Existence, etc.
|
23
|
|
Section 9.6.
|
Books and Records
|
23
|
|
Section 9.7.
|
Subsidiary Guarantors
|
23
|
|
Section 9.8.
|
Parent Note Guaranty
|
24
|
|
|
|
|
|
SECTION 10.
|
NEGATIVE COVENANTS
|
25
|
|
Section 10.1.
|
Transactions with Affiliates
|
25
|
|
Section 10.2.
|
Merger, Consolidation, Etc.
|
25
|
|
Section 10.3.
|
Line of Business
|
26
|
|
Section 10.4.
|
Economic Sanctions, Etc.
|
26
|
|
Section 10.5.
|
Liens
|
26
|
|
Section 10.6.
|
Financial Covenants
|
30
|
|
Section 10.7.
|
Restriction on Subsidiary Dividends
|
30
|
|
Section 10.8.
|
Sale of Assets
|
30
|
|
|
|
|
|
SECTION 11.
|
EVENTS OF DEFAULT
|
30
|
|
|
|
|
|
SECTION 12.
|
REMEDIES ON DEFAULT, ETC.
|
33
|
|
Section 12.1.
|
Acceleration
|
33
|
|
Section 12.2.
|
Other Remedies
|
34
|
|
Section 12.3.
|
Rescission
|
34
|
|
Section 12.4.
|
No Waivers or Election of Remedies, Expenses, Etc.
|
34
|
|
|
|
|
|
SECTION 13.
|
REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES
|
34
|
|
Section 13.1.
|
Registration of Notes
|
34
|
|
Section 13.2.
|
Transfer and Exchange of Notes
|
35
|
|
Section 13.3.
|
Replacement of Notes
|
35
|
|
|
|
|
|
SECTION 14.
|
PAYMENTS ON NOTES
|
36
|
|
Section 14.1.
|
Place of Payment
|
36
|
|
Section 14.2.
|
Home Office Payment
|
36
|
|
Section 14.3.
|
FATCA Information
|
36
|
|
|
|
|
|
SECTION 15.
|
EXPENSES, ETC.
|
37
|
|
Section 15.1.
|
Transaction Expenses
|
37
|
|
Section 15.2.
|
Certain Taxes
|
37
|
|
Section 15.3.
|
Survival
|
38
|
|
|
|
|
|
SECTION 16.
|
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT
|
38
|
|
|
|
|
|
SECTION 17.
|
AMENDMENT AND WAIVER
|
38
|
|
Section 17.1.
|
Requirements
|
38
|
|
Section 17.2.
|
Solicitation of Holders of Notes
|
38
|
|
Section 17.3.
|
Binding Effect, Etc.
|
39
|
|
Section 17.4.
|
Notes Held by Company, Etc.
|
39
|
|
|
|
|
|
SECTION 18.
|
NOTICES
|
40
|
|
|
|
|
|
SECTION 19.
|
REPRODUCTION OF DOCUMENTS
|
40
|
|
|
|
|
|
SECTION 20.
|
CONFIDENTIAL INFORMATION
|
40
|
|
|
|
|
|
SECTION 21.
|
SUBSTITUTION OF PURCHASER
|
42
|
|
|
|
|
|
SECTION 22.
|
MISCELLANEOUS
|
42
|
|
Section 22.1.
|
Successors and Assigns
|
42
|
|
Section 22.2.
|
Accounting Terms
|
42
|
|
Section 22.3.
|
Severability
|
42
|
|
Section 22.4.
|
Construction, Etc.
|
42
|
|
Section 22.5.
|
Counterparts
|
43
|
|
Section 22.6.
|
Governing Law
|
43
|
|
Section 22.7.
|
Jurisdiction and Process; Waiver of Jury Trial
|
43
|
|
Section 22.8.
|
Paying Agent
|
44
|
|
|
|
|
|
|
|
|
SCHEDULE A
|
—
|
DEFINED TERMS
|
|
|
|
SCHEDULE 1
|
—
|
FORM OF 3.74% SENIOR NOTE DUE MARCH 1, 2022
|
|
|
|
SCHEDULE 4.4.(a)(i)
|
—
|
FORM OF OPINION OF SPECIAL COUNSEL TO THE COMPANY
|
|
|
|
SCHEDULE 4.4(a)(ii)
|
—
|
FORM OF OPINION OF SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY OF THE COMPANY
|
|
|
|
SCHEDULE 4.4(b)
|
—
|
FORM OF OPINION OF SPECIAL COUNSEL TO THE PURCHASERS
|
|
|
|
SCHEDULE 5.3
|
—
|
DISCLOSURE MATERIALS
|
|
|
|
SCHEDULE 5.4
|
—
|
SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK
|
|
|
|
SCHEDULE 5.5
|
—
|
FINANCIAL STATEMENTS
|
|
|
|
SCHEDULE 5.15
|
—
|
EXISTING INDEBTEDNESS
|
|
|
|
SCHEDULE 10.5
|
—
|
LIENS AT CLOSING
|
|
|
|
SCHEDULE B
|
—
|
INFORMATION RELATING TO PURCHASERS
|
|
|
|
SCHEDULE C
|
—
|
FORM OF PARENT NOTE GUARANTY
|
SECTION 1.
|
AUTHORIZATION OF NOTES
.
|
SECTION 2.
|
SALE AND PURCHASE OF NOTES.
|
SECTION 3.
|
CLOSING.
|
SECTION 4.
|
CONDITIONS TO CLOSING.
|
SECTION 5.
|
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
|
SECTION 6.
|
REPRESENTATIONS OF THE PURCHASERS.
|
SECTION 7.
|
INFORMATION AS TO COMPANY.
|
SECTION 8.
|
PAYMENT AND PREPAYMENT OF THE NOTES.
|
SECTION 9.
|
AFFIRMATIVE COVENANTS.
|
SECTION 10.
|
NEGATIVE COVENANTS.
|
SECTION 11.
|
EVENTS OF DEFAULT.
|
SECTION 12.
|
REMEDIES ON DEFAULT, ETC.
|
SECTION 13.
|
REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.
|
SECTION 14.
|
PAYMENTS ON NOTES.
|
SECTION 15.
|
EXPENSES, ETC.
|
SECTION 16.
|
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.
|
SECTION 17.
|
AMENDMENT AND WAIVER.
|
SECTION 18.
|
NOTICES.
|
SECTION 19.
|
REPRODUCTION OF DOCUMENTS.
|
SECTION 20.
|
CONFIDENTIAL INFORMATION.
|
SECTION 21.
|
SUBSTITUTION OF PURCHASER.
|
SECTION 22.
|
MISCELLANEOUS.
|
If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company.
|
||
|
|
|
|
|
Very truly yours,
|
|
|
|
|
|
KCP&L GREATER MISSOURI OPERATIONS COMPANY
|
|
|
|
|
|
|
|
|
By
/s/ James P. Gilligan
|
|
|
Name: James P. Gilligan
|
|
|
Title: Assistant Treasurer
|
|
|
|
|
|
|
|
|
|
The undersigned, Evergy, Inc., a Missouri corporation, acknowledges and agrees to the terms and provisions of this Agreement including, without limitation, terms and provisions of Section 9.8 hereof.
|
||
|
|
|
|
|
|
|
|
|
|
|
EVERGY, INC.
|
|
|
|
|
|
|
|
|
By
/s/ James P. Gilligan
|
|
|
Name: James P. Gilligan
|
|
|
Title: Assistant Treasurer
|
No. [_____]
|
[Date]
|
$[_______]
|
PPN 48666* [____]
|
Subsidiary
|
Jurisdiction of
Organization
|
% of Equity Interests owned by the Company and each other
Subsidiary
|
MPS Merchant Services, Inc.
|
DE
|
100%
|
MPS Gas Pipeline Corporation
|
DE
|
100%
|
MPS Platt County Power L.L.C.
|
DE
|
100%
|
MOPUB Group Inc.
|
DE
|
100%
|
Golden Bear Hydro, Inc.
(a)
|
DE
|
100%
|
G.B. Hydro Partners L.P.
|
MN
|
0.5%
|
Energia, Inc.
(a)
|
DE
|
100%
|
G.B. Hydro Partners L.P.
|
MN
|
99%
|
Mega Renewables
|
CA
|
50%
|
|
|
|
|
|
|
GMO Receivables Company
|
DE
|
100%
|
|
|
|
|
|
|
LoJamo, LLC
|
MO
|
100%
|
|
|
|
|
|
|
MPS Finance Corp.
|
DE
|
100%
|
|
|
|
|
|
|
MPS Canada Holdings, Inc.
|
DE
|
100%
|
Missouri Public Service Company
|
MO
|
100%
|
MPS Networks Canada Corporation
|
Alberta, Canada
|
100%
|
MPS Canada Corporation
|
New Brunswick, Canada
|
100%
|
|
|
|
|
|
|
SJLP Inc.
|
MO
|
100%
|
|
|
|
|
|
|
Trans MPS, Inc.
|
DE
|
100%
|
|
|
|
|
|
|
MPS Europe, Inc.
|
DE
|
100%
|
MPS Sterling Holdings, LLC
|
DE
|
50%
|
|
|
|
(a)
|
Golden Bear Hydro, Inc. and Energia, Inc. hold a 0.5% general partnership and 99.0% limited partnership interest, respectively, in G.B. Hydro Partners, L.P. which in turn holds a 50% partnership in Mega Renewables.
|
Directors:
|
|
Mark A. Ruelle
|
|
Charles Q. Chandler IV
|
|
Terry Bassham
|
|
Mollie Hale Carter
|
|
Gary D. Forsee
|
|
Scott D. Grimes
|
|
Richard L. Hawley
|
|
Thomas D. Hyde
|
|
B. Anthony Isaac
|
|
Sandra A.J. Lawrence
|
|
Ann D. Murtlow
|
|
Sandra J. Price
|
|
John J. Sherman
|
|
S. Carl Soderstrom, Jr.
|
|
|
|
|
|
Senior Officers:
|
|
Terry Bassham
|
President and Chief Executive Officer
|
Kevin E. Bryant
|
Executive Vice President, Chief Operating Officer
|
Anthony D. Somma
|
Executive Vice President, Chief Financial Officer
|
Gregory A. Greenwood
|
Executive Vice President, Strategy & Chief Administrative Officer
|
Jerl L. Banning
|
Senior Vice President, Chief People Officer
|
Charles A. Caisley
|
Senior Vice President, Marketing, Public Affairs & Chief Customer Officer
|
Heather A. Humphrey
|
Senior Vice President, General Counsel and Corporate Secretary
|
Lori A. Wright
|
Vice President, Corporate Planning, Investor Relations and Treasurer
|
James P. Gilligan
|
Assistant Treasurer
|
•
|
Audited Consolidated Balance Sheets as of December 31, 2017 and 2016 and Audited Consolidated Statements of Comprehensive Income, Consolidated Statements of Cash Flows and Consolidated Statements of Common Shareholder’s Equity for the years ended December 31, 2017, 2016 and 2015
|
•
|
Unaudited Consolidated Financial Statements for the Three Months Ended March 31, 2018 and 2017
|
•
|
Unaudited Consolidated Financial Statements for the Three Months Ended and Year to Date June 30, 2018 and 2017
|
•
|
Unaudited Consolidated Financial Statements for the Three Months Ended and Year to Date September 30, 2018 and 2017
|
Description
|
Obligee
|
Principal Amount Outstanding at
December 31, 2018
|
||
|
|
|
||
Short-term debt
|
|
|
||
Collateralized Notes Payable
|
Victory Receivables Corp.
|
|
$50,000,000
|
|
Commercial Paper
(1)
|
Publicly held
|
|
$150,000,000
|
|
Letters of credit issued under credit facility
(1)
|
Various
|
|
$2,126,796
|
|
|
|
|
||
|
|
|
||
Long-term debt
|
|
|
||
First Mortgage Bonds, 9.44% Series
(1) (2)
|
Publicly held
|
|
$3,375,000
|
|
|
|
|
||
|
|
|
||
Senior Notes:
|
|
|
||
8.27% Series
(1)
|
Publicly held
|
|
$80,850,000
|
|
3.49% Series A
|
Various
|
|
$36,000,000
|
|
4.06% Series B
|
Various
|
|
$60,000,000
|
|
4.74% Series C
|
Various
|
|
$150,000,000
|
|
|
|
|
||
|
|
|
||
Medium Term Notes:
|
|
|
||
7.33% Series
(1)
|
Publicly held
|
|
$3,000,000
|
|
7.17% Series
(1)
|
Publicly held
|
|
$7,000,000
|
|
|
|
|
||
|
|
|
||
Affiliated Notes Payable to Evergy, Inc.:
|
|
|
||
4.97% Series
|
Evergy, Inc.
|
|
$347,389,000
|
|
5.15% Series
|
Evergy, Inc.
|
|
$287,500,000
|
|
|
|
|
||
|
|
|
||
Capitalized Lease Obligations
|
|
|
||
Capitalized Transmission Line Lease
|
Associated Electric Cooperative, Inc.
|
|
$1,457,279
|
|
Name and Address of Purchaser
|
Principal Amount
of Notes to Be Purchased |
[Name of Purchaser]
|
$
|
(1)
|
All scheduled payments of principal and interest by wire transfer of immediately available funds to:
|
(2)
|
All notices and communications:
|
(3)
|
Original notes delivered to:
|
(4)
|
Taxpayer I.D. Number:
|
(5)
|
Tax Jurisdiction:
|
(6)
|
UK Passport Treaty Number (if applicable):
|
|
FORM OF
|
|
|
GUARANTY AGREEMENT
|
|
|
|
|
|
|
|
|
Dated as of
|
|
|
|
|
|
of
|
|
|
|
|
|
Evergy, Inc.
|
|
|
|
|
TABLE OF CONTENTS
|
|||||
|
|
|
|
|
|
SECTION
|
HEADING
|
PAGE
|
|
||
|
|
|
|
|
|
SECTION 1.
|
GUARANTY
|
1
|
|
||
|
|
|
|
|
|
SECTION 2.
|
OBLIGATIONS ABSOLUTE
|
2
|
|
||
|
|
|
|
|
|
SECTION 3.
|
WAIVER
|
3
|
|
||
|
|
|
|
|
|
SECTION 4.
|
OBLIGATIONS UNIMPAIRED
|
3
|
|
||
|
|
|
|
|
|
SECTION 5.
|
SURROGATION AND SUBORDINATION
|
4
|
|
||
|
|
|
|
|
|
SECTION 6.
|
REINSTATEMENT OF GUARANTY
|
5
|
|
||
|
|
|
|
|
|
SECTION 7.
|
RANK OF GUARANTY
|
5
|
|
||
|
|
|
|
|
|
SECTION 8.
|
REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR
|
5
|
|
||
|
|
|
|
||
|
SECTION 8.1.
|
INCORPORATION; POWER AND AUTHORITY
|
5
|
|
|
|
SECTION 8.2.
|
AUTHORIZIATION, ETC.
|
5
|
|
|
|
SECTION 8.3.
|
GOVERNMENTAL AUTHORIZATIONS, ETC.
|
6
|
|
|
|
SECTION 8.4.
|
COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC.
|
6
|
|
|
|
|
|
|
|
|
SECTION 9.
|
TERMS OF GUARANTY AGREEMENT
|
6
|
|
||
|
|
|
|
|
|
SECTION 10.
|
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT
|
6
|
|
||
|
|
|
|
|
|
SECTION 11.
|
NOTICES
|
7
|
|
||
|
|
|
|
|
|
SECTION 12.
|
MISCELLANEOUS
|
7
|
|
||
|
|
|
|
|
|
|
SECTION 12.1.
|
SUCCESSORS AND ASSIGNS
|
7
|
|
|
|
SECTION 12.2.
|
SEVERABILITY
|
7
|
|
|
|
SECTION 12.3.
|
CONSTRUCTION
|
7
|
|
|
|
SECTION 12.4.
|
FURTHER ASSURANCES
|
8
|
|
|
|
SECTION 12.5
|
GOVERNING LAW
|
8
|
|
|
|
SECTION 12.6
|
JURISCIDCTION AND PROCESS; WAIVER OF JURY TRIAL
|
8
|
|
If to the Company:
|
|
If to Executive:
|
|
|
|
Evergy, Inc.
|
|
|
Attn: General Counsel
|
|
Evergy, Inc.
|
1200 Main Street
|
|
1200 Main Street
|
Kansas City, MO 64105
|
|
Kansas City, MO 64105
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Evergy, Inc.;
|
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 8, 2019
|
/
s/ Terry Bassham
|
|
|
Terry Bassham
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Evergy, Inc.;
|
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 8, 2019
|
/s/Anthony D. Somma
|
|
|
Anthony D. Somma
Executive Vice President 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 8, 2019
|
/s/ Terry Bassham
|
||
|
|
|
Terry Bassham
President and Chief Executive 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 8, 2019
|
/s/ Anthony D. Somma
|
|
|
Anthony D. Somma
Executive Vice President and Chief Financial Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Westar Energy, Inc.;
|
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 8, 2019
|
/s/ Terry Bassham
|
||
|
|
|
Terry Bassham
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Westar Energy, Inc.;
|
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 8, 2019
|
/s/ Anthony D. Somma
|
|
|
Anthony D. Somma
Executive Vice President 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
President and Chief Executive Officer
|
Date:
|
May 8, 2019
|
|
|
|
/s/Anthony D. Somma
|
Name:
Title:
|
Anthony D. Somma
Executive Vice President and Chief Financial Officer
|
Date:
|
May 8, 2019
|
(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
President and Chief Executive Officer
|
Date:
|
May 8, 2019
|
|
|
|
/s/ Anthony D. Somma
|
Name:
Title:
|
Anthony D. Somma
Executive Vice President and Chief Financial Officer
|
Date:
|
May 8, 2019
|
(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
President and Chief Executive Officer
|
Date:
|
May 8, 2019
|
|
|
|
/s/ Anthony D. Somma
|
Name:
Title:
|
Anthony D. Somma
Executive Vice President and Chief Financial Officer
|
Date:
|
May 8, 2019
|